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                        FORM 10-Q/A
              SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended: March 31, 2008
                                --------------

Commission File Number: 0-17264
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                      Omagine, Inc.
    ----------------------------------------------------
   (Exact name of registrant as specified in its charter)


         Delaware                           20-2876380
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State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)      Identification Number)


      350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
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            (Address of principal executive offices)


                      (212) 563-4141
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   (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   [X] Yes   [ ] No


                            (1)
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company.


Large accelerated filer [ ]                Accelerated filer [ ]

Non-accelerated filer   [ ]        Smaller reporting company [X]



Indicate by a check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes  [X] No

As of May 12, 2008, the registrant had outstanding 45,503,879
shares of Common Stock, par value $.001 per share.
























                            (2)



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                       EXPLANATORY NOTE
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This amendment on Form 10-Q\A (the "Second Amended Filing") to
our quarterly report on Form 10-Q for the period ended March 31,
2008 originally filed on May 15, 2008 (the "Original Filing")
and amended on March 4, 2009 on Form 10-Q/A (the "Amended
Filing") wherein we are amending the language used in the
management Certification attached as exhibit 31.1  to conform in
all respects with the language set forth in Item 601(b)(31) of
Regulation S-B and of Regulation S-K. Specifically, the
inadvertent omission of the language in paragraph 4(d) referring
to internal control over financial reporting during the
Registrant's most recent fiscal quarter has been included.

We are only amending and refiling the attached exhibit 31.1 and
no other parts of the Original Filing or the Amended Filing have
been changed. This Second Amended Filing does not affect the
Company's consolidated financial statements for any period. This
Second Amended Filing does not reflect events occurring after
the Original Filing or the Amended Filing, or modify or update
those disclosures affected by subsequent events. Information not
affected by this Second Amended Filing is unchanged and reflects
disclosure made at the time of the Original Filing. This Second
Amended Filing should be read in conjunction with the Original
Filing, and the filings made with the Securities and Exchange
Commission subsequent to the Original Filing, including any
amendments to such filings.















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                    PART II   -   OTHER INFORMATION


ITEM 6.    Exhibits and Reports on Form 8-K


 (a)       Exhibits numbered in accordance with Item 601(a) of
           Regulation S-K


Exhibit
Numbers                Description
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31.1             Sarbannes-Oxley 302 certification *


* Filed herewith.


                       SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


DATED: April 6, 2009               OMAGINE, INC.
                                  (Registrant)


                                 By: /s/ Frank J. Drohan
                                 -------------------------
                                     Frank J. Drohan
                                     Chief Executive Officer
                                     and Chief Financial Officer

                                 By: /s/ William Hanley
                                 -------------------------
                                     William Hanley
                                     Controller and Principal
                                     Accounting Officer

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