<PAGE>
                        FORM 10-Q
              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, 2009
                                --------------

Commission File Number: 0-17264
                        -------

                      Omagine, Inc.
    ----------------------------------------------------
   (Exact name of registrant as specified in its charter)


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


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


                      (212) 563-4141
   ----------------------------------------------------
   (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)
<PAGE>

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 8, 2009, the Registrant had outstanding 46,750,135
shares of Common Stock, par value $.001 per share.






















                            (2)





<PAGE>
                       OMAGINE, INC.
                          INDEX

Forward-Looking Statements

             PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

       CONSOLIDATED BALANCE SHEETS:
       MARCH 31, 2009 AND DECEMBER 31, 2008

       CONSOLIDATED STATEMENTS OF OPERATIONS:
       THREE MONTHS ENDED MARCH 31, 2009 AND MARCH 31, 2008

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
       EQUITY:

       THREE MONTHS ENDED MARCH 31, 2009

       CONSOLIDATED STATEMENTS OF CASH FLOWS:
       THREE MONTHS ENDED MARCH 31, 2009 AND MARCH 31, 2008

       NOTES TO FINANCIAL STATEMENTS


ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

ITEM 4:  CONTROLS AND PROCEDURES

             PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         SIGNATURES




                            (3)




<PAGE>

Forward-Looking Statements

Some of the information contained in this Report may constitute
forward-looking statements or statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations and
projections about future events. The words "estimate", "plan",
"intend", "expect", "anticipate" and similar expressions are
intended to identify forward-looking statements which involve,
and are subject to, known and unknown risks, uncertainties and
other factors which could cause the Company's actual results,
financial or operating performance or achievements to differ
from future results, financial or operating performance or
achievements expressed or implied by such forward-looking
statements. Projections and assumptions contained and expressed
herein were reasonably based on information available to the
Company at the time so furnished and as of the date of this
filing. All such projections and assumptions are subject to
significant uncertainties and contingencies, many of which are
beyond the Company's control, and no assurance can be given that
the projections will be realized. Potential investors are
cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.












                            (4)

<PAGE>
             PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS
<TABLE>                     OMAGINE, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                  March 31,       December 31,
                                                    2009              2008
           ASSETS                                 ---------       -----------
                                                 (Unaudited)
<S>                                             <C>               <C>
CURRENT ASSETS:
  Cash                                           $  24,686          $  49,511
  Prepaid expenses and other current assets         38,376             40,774
                                                  --------           --------
       Total Current Assets                         63,062             90,285
                                                  --------           --------
PROPERTY AND EQUIPMENT:
  Office and computer equipment                    129,941            129,941
  General plant                                     17,800             17,800
  Furniture and fixtures                            15,951             15,951
  Leasehold improvements                               866                866
                                                  --------           --------
                                                   164,558            164,558
  Less: Accumulated depreciation and amortization (152,208)          (150,719)
                                                  --------           --------
                                                    12,350             13,839
                                                  --------           --------
  Other assets                                      13,606             13,749
                                                  --------           --------

TOTAL ASSETS:                                    $  89,018          $ 117,873
                                                   =======            =======
           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Convertible notes payable and accrued
     interest                                    $ 293,828          $ 238,728
  Accounts payable                                 452,001            356,368
  Accrued officer's payroll                        145,000             72,500
  Due officers and directors                        34,275             26,335
  Accrued expenses and other current liabilities    11,093              6,345
                                                  --------           --------
        Total Current Liabilities                  936,197            700,276
                                                  --------           --------

TOTAL LIABILITIES:                                 936,197            700,276

COMMITMENTS

STOCKHOLDERS' EQUITY:
  Preferred stock:
  $0.001 par value
  Authorized: 850,000 shares
   Issued and outstanding: - none                      -                  -

  Common stock:
  $0.001 par value
  Authorized: 75,000,000 shares
   Issued and outstanding:
    46,750,135 shares in 2009
    46,387,635 shares in 2008                       46,750             46,388
Capital in excess of par value                  17,353,440         17,253,221
Retained earnings (deficit)                    (18,247,369)       (17,882,012)
                                               -----------         ----------
     Total Stockholders' Equity (Deficit)         (847,179)          (582,403)
                                               -----------         ----------
Total Liabilities And Stockholders' Equity     $    89,018         $  117,873
                                               ===========         ==========


<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


















                                         (5)







<PAGE>
<TABLE>
                      OMAGINE, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                        THREE MONTHS ENDED
                                                            March 31,
                                                      ----------------------
                                                       2009            2008
                                                       ----            ----
                                                    (Unaudited)     (Unaudited)
<S>                                             <C>                <C>
REVENUE:
  Net sales                                       $       -          $    -
                                                   ----------      -----------
Total revenue                                             -               -
                                                   ----------      -----------

COSTS AND EXPENSES:
  Cost of sales                                           -               -
  Selling, general and administrative                 358,668         252,478
                                                   ----------      ----------
  Total Costs and Expenses                            358,668         252,478
                                                   ----------      ----------
OPERATING LOSS                                       (358,668)       (252,478)

  Interest income                                          32              61
  Interest expense                                     (6,721)            -
                                                   ----------      ----------
NET LOSS                                             (365,357)       (252,417)
                                                  ============     ===========

LOSS PER SHARE                                    $      (.01)     $     (.01)
                                                  ============     ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       46,496,385      45,523,159
                                                    ==========      ==========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>























                                           (6)


<PAGE>
<TABLE>

                           OMAGINE, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

<CAPTION>
                                     Common Stock     Capital in    Retained
                                            Par       Excess of     Earnings
                                  Shares    Value     Par Value     Deficit)
                                 ---------------------------------------------
<S>                           <C>          <C>       <C>         <C>

Balances At December 31, 2008  46,387,635   $46,388   $17,253,221 (17,882,012)
                               ==========    ======   =========== ============

Contribution of Common Stock
   to 401K Plan                   362,500       362        72,137

Stock option expense                  -         -          28,082         -

Net loss                              -         -             -      (365,357)
                               ----------    ------    ----------  -----------
Balances At March 31, 2009     46,750,135   $46,750   $17,353,440 (18,247,369)
                               ----------    ------    ----------  -----------


<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


                                           (7)

<PAGE>
<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                           Three Months Ended March 31,
                                                           ----------------------------
                                                                2009         2008
                                                                ----         ----
                                                            (Unaudited)   (Unaudited)
<S>                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                                  $( 365,357)  $ (252,417)
  Adjustments to reconcile net loss to net cash
   flows from operating activities:
    Depreciation and amortization                                1,489        2,729
    Stock based compensation related to stock options           28,082        9,210
    Issuance of Common Stock for 401K contribution              72,500          -

 Changes in operating assets and liabilities:
    Prepaid expenses, other current assets and other assets      2,540      ( 4,827)
    Accounts payable                                            95,633     (118,804)
    Accrued expenses and other current liabilities               4,748      (26,667)
    Accrued officers payroll                                    72,500          -
    Accrued Interest on convertible notes payable                5,100          -
                                                             ----------    ----------
  Net cash flows used by operating activities                 ( 82,765)    (390,776)
                                                             ----------    ----------



CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors                              7,940           (1)
  Issuance of convertible notes payable                         50,000          -
                                                            -----------    ----------
         Net cash flows from financing activities               57,940           (1)
                                                            -----------    ----------

NET CHANGE IN CASH                                            ( 24,825)    (390,777)

CASH BEGINNING OF PERIOD                                        49,511      713,145
                                                            -----------   ----------
CASH END OF PERIOD                                          $   24,686  $   322,368
                                                            ===========   ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Income taxes paid                                        $       -    $       -
                                                            ===========   ==========
  Interest paid                                            $     1,621  $       -
                                                            ===========   ==========


<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                        (8)



<PAGE>


OMAGINE, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED (UNAUDITED) INTERIM
                    FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION


The consolidated balance sheet for Omagine, Inc. ("Omagine" or
the "Company") at the end of the preceding fiscal year has been
derived from the audited balance sheet and notes thereto
contained in the Company's annual report on Form 10-K for the
Company's fiscal year ended December 31, 2008 and is presented
herein for comparative purposes. All other financial statements
are unaudited. In the opinion of management, all adjustments,
which include only normal recurring adjustments necessary to
present fairly the financial position, results of operations and
cash flows for all periods presented, have been made.

The results of operations for the interim periods presented
herein are not necessarily indicative of operating results for
the respective full years. As of the date of this report the
Company has one wholly-owned subsidiary through which it
conducts all operations. All inter-company transactions have
been eliminated in the consolidated financial statements.

Certain footnote disclosures normally included in financial
statements prepared in accordance with accounting principles
generally accepted in the United States have been omitted in
accordance with the published rules and regulations of the
Securities and Exchange Commission. These financial statements
should be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form
10-K for the fiscal year ended December 31, 2008.

Net Loss Per Share - Loss per share is based upon the weighted-
average number of common shares outstanding during the period
and does not assume the conversion, exercise or contingent
issuance of securities that would have a dilutive effect on loss
per share.


                           (9)
<PAGE>

Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its wholly-owned
subsidiaries, Contact Sports, Inc. ("Contact Sports"), Ty-
Breakers Corp. ("Ty-Breakers") and Journey of Light, Inc.
("JOL"), collectively referred to as the "Company". On March
26, 2008, Contact Sports and Ty-Breakers were merged with and
into Omagine, and the remaining companies "Omagine" and "JOL"
are now collectively referred to as the "Company". All
intercompany transactions have been eliminated in consolidation.

NOTE 2 - GOING CONCERN AND LIQUIDITY

The Company has incurred significant operating losses raising
substantial doubt about its ability to continue as a going
concern. The continued existence of the Company is dependent
upon its ability to attain profitable operations or obtain
additional financing.

NOTE 3 - CONVERTIBLE NOTES PAYABLE

On August 22, 2008, the Company issued a total of $232,015 of
convertible notes payable (the "Convertible Notes") to the
Company's president and secretary in satisfaction of $182,015
accrued payroll due them and a $50,000 loan payable due to the
Company's president for a cash loan to the Company made on
August 14, 2008.

The Convertible Notes bear interest at a rate of 8% per annum,
were due February 28, 2009, and both principal and interest are
convertible at the option of the holders into shares of the
Company's common stock at a conversion price of $0.40 per share.
The Convertible Notes are now due upon demand and continue to
accrue interest.

On March 1, 2009 and March 17, 2009, the Company issued a total
of $50,000 of convertible promissory notes ("Promissory Notes")
to two investors in exchange for cash loans to the Company in
the amount of $50,000. The Promissory Notes bear interest at a
rate of 15% per annum, are due February 28, 2010 and March 16,
2010, respectively, and both principal and interest are
convertible at the option of the holders into shares of the
Company's common stock at a conversion price of $0.50 per share.


                            (10)



<PAGE>

NOTE 4 - COMMON STOCK

In March 2009 the Company issued and contributed 362,500
shares of Common Stock to all eligible employees of the Omagine,
Inc. 401(k) Plan.


NOTE 5 - STOCK OPTIONS


The following is a summary of stock option activity for the
three months ended March 31, 2009:


Outstanding at January 1, 2009                      2,650,000
Granted and Issued                                        -
Exercised                                                 -
Forfeited/expired/cancelled                               -
                                                    ---------

Outstanding at March 31, 2009                       2,650,000
                                                    ---------

Exercisable at March 31, 2009                       1,380,000
                                                    ---------


                            (11)



<PAGE>
<TABLE>
Stock options outstanding at March 31, 2009 (all non-qualified) consist of:

<CAPTION>
<C>           <C>               <C>                 <C>             <C>
   Year           Number            Number            Exercise           Expiration
 Granted        Outstanding       Exercisable          Price                Date
 -------        -----------       -----------         --------           ----------

  2001           750,000            750,000           $ .25           August 31, 2011
  2005            30,000             30,000           $1.00           June 30, 2010
  2005           200,000            200,000           $ .82           December 31, 2011
  2007(A)        800,000            320,000           $ .25           March 31, 2017
  2007            60,000             60,000           $ .90           October 29, 2012
  2008(B)         30,000             20,000           $ .80           December 31, 2012
  2008(C)        750,000                -             $ .52           September 23, 2018
  2008(D)         30,000                -             $ .52           September 23, 2013
               ---------          ----------
 Totals        2,650,000          1,380,000
               =========          ==========
<FN>
   (A) Of the 480,000 unvested options relating to the 2007 grant, 160,000 vested on
       April 1, 2009 and 160,000 are scheduled to vest on each of April 1, 2010 and April
       1, 2011.
   (B) The 10,000 unvested options relating to the 2008 grant are scheduled to vest
       on January 1, 2010.
   (C) The 750,000 unvested options related to the 2008 grant are scheduled to vest
       150,000 on September 24, 2009 and then 150,000 on each September 24 in 2010, 2011,
       2012 and 2013.
   (D) The 30,000 unvested options relating to the 2008 grant are scheduled to vest
       10,000 on September 24, 2009 and then 10,000 on each September 24 in 2010 and
       2011.

       As of March 31, 2009 there was $415,297 of total unrecognized compensation cost
       relating to unexpired stock options. That cost is expected to be recognized
       $84,246 in 2009, $110,040 in 2010, $92,498 in 2011, $75,447 in 2012 and $53,066
       in 2013.

</FN>
</TABLE>

                                      (12)
<PAGE>

NOTE 6 - COMMITMENTS

Leases

The Company leases its executive office in New York, N.Y. under
a ten-year lease entered into in February 2003. The Company also
rents warehouse space in Jersey City, New Jersey under a month-
to-month lease. The Company also leases office space in Muscat,
Oman under a one year lease expiring December 31, 2009. Rent
expense for the three months ended March 31, 2009 and 2008 was
$28,135 and $26,619, respectively.

At March 31, 2009, the minimum future lease payments are as
follows:

2009                                 $  42,600
2010                                    56,800
2011                                    56,800
2012                                    56,800
2013                                     9,466
                                     ----------
Total                                $ 222,466
                                     ==========


Employment Agreements

Omagine is obligated to pay its President and Chief Executive
Officer an annual base salary of $125,000 through December 31,
2010 plus an additional amount based on a combination of net
sales and earnings before taxes.

Omagine had been obligated to employ its Vice-President and
Secretary under an employment agreement which was cancelled.
Provided the Company is successful in signing the Development
Agreement with the Government of Oman for the Omagine Project,
the Company intends to enter into a new employment agreement
with this individual.

Equity Financing Agreement

On December 22, 2008, Omagine entered into a Standby Equity
Distribution Agreement (the "SEDA") with YA Global Investments,

                            (13)
<PAGE>

L.P. ("YA"). The SEDA expires on December 21, 2010 and pursuant
to its terms Omagine may, at its sole option and upon giving
written notice to YA (a "Purchase Notice"), sell shares of its
Common Stock to YA (the "Shares") at a "Purchase Price" equal to
95% of the lowest daily volume weighted average price for a
share of Omagine's Common Stock as quoted by Bloomberg, L.P.
during the five (5) consecutive trading days following such
Purchase Notice (the "Pricing Period"). During the term of the
SEDA, the Company is not obligated to sell any Shares to YA but
may, in its sole discretion, sell that number of Shares valued
at the Purchase Price from time to time in effect that equals
five million dollars ($5,000,000). YA is obligated to purchase
such Shares from the Company subject to certain conditions
including (i) Omagine filing a registration statement with the
Securities and Exchange Commission (the "SEC") to register the
Shares ("Registration Statement"), (ii) the SEC declaring such
Registration Statement effective, (iii) periodic sales of Shares
to YA must be separated by a time period equal to the Pricing
Period, and (iv) the amount of any such individual periodic sale
of Shares may not exceed two hundred thousand dollars
($200,000). The Company has filed the Registration Statement
with the SEC and the SEC has declared such Registration
Statement to be effective as of May 1, 2009. All sales of Shares
pursuant to the SEDA shall be made at the sole discretion of the
Company.

Omagine Project


The Company's proposed Omagine Project is planned to be
developed on one million square meters (equal to approximately
245 acres) of beachfront land facing the Gulf of Oman (the
"Omagine Site") just west of the capital city of Muscat and
nearby Muscat International Airport. JOL has concluded
negotiations with respect to the Omagine Project and is awaiting
the signing of a Development Agreement with the Government of
Oman.

The Omagine Project contemplates the integration of cultural,
heritage, educational, entertainment and residential components,
including a theme park and associated exhibition buildings,
shopping and retail establishments, restaurants and several
million square feet of residential development.

                            (14)
<PAGE>

ITEM 2 -   Management's Discussion and Analysis of Financial
           Condition and Results of Operations

As of the date of this report all of the Company's operations
are conducted through its wholly-owned subsidiary, Journey of
Light, Inc. ("JOL").


Critical Accounting Policies:
-----------------------------
Our financial statements have been prepared in accordance
with accounting principles generally accepted in the United
States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. The policies discussed below are
considered by management to be critical to an understanding of
our financial statements because their application places the
most significant demands on management's judgment, with
financial reporting results relying on estimation about the
effect of matters that are inherently uncertain. Specific risks
for these critical accounting policies are described in the
following paragraphs. For all of these policies, management
cautions that future events rarely develop exactly as forecast,
and the best estimates routinely require adjustment.

Revenue Recognition. Revenue was recognized at Contact and Ty-
Breakers when goods were shipped to customers from the Company's
outside warehouse. In the event that JOL signs a Development
Agreement with the Government of Oman, JOL will recognize
revenue ratably over the development period, measured by methods
appropriate to the services and products provided.

General Statement: Factors that may affect future results
---------------------------------------------------------

With the exception of historical information, the matters
discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations constitute
forward-looking statements within the meaning of the 1995
Private Securities Litigation Reform Act and they involve

                            (15)
<PAGE>

various risks and uncertainties.  Typically, these statements
are indicated by words such as "anticipates", "expects",
"believes", "plans", "could", and similar words and phrases.
Factors that could cause the Company's actual results to differ
materially from management's projections, forecasts, estimates
and expectations include, but are not limited to, the following:


* Failure of Omagine SAOC (the "Project Company") to sign the
  Development Agreement with the Government of Oman;

* Failure of the Project Company to obtain the necessary
   financing required to design, build and operate
   the Omagine Project;

* Inability of the Company to secure additional financing;

* Unexpected economic or political changes in the United States
   or abroad; and

* The imposition of new restrictions or regulations by
   government agencies in the U.S or abroad that affect the
   Company's business activities.


The present nature of JOL's business is such that it is not
expected to generate revenue until after the occurrence of an
event - the development of the Omagine Project - which, as of
the date hereof, is not certain to occur. Management is
presently examining other possible sources of revenue which,
subject to the Development Agreement being executed, may be
added to the Company's operations.


JOURNEY OF LIGHT, INC.
----------------------

The Omagine Project
-------------------

JOL is engaged primarily in the business of real estate
development in the country of the Sultanate of Oman ("Oman").


                              (16)
<PAGE>

JOL has proposed to the Government of Oman (the "Government")
the development of a real-estate and tourism project (the
"Omagine Project") to be developed in Oman by Omagine S.A.O.C.
(the "Project Company"), an Omani corporation presently under
formation. The Omani investors in the Project Company (the
"Omani Shareholders"), Consolidated Contractors International
Company S.A. ("CCIC") and JOL are the founder shareholders of
Omagine SAOC (the "Founder Shareholders"). The Project Company
will design, develop, own and operate the entire Omagine
Project.

The Omagine Project is planned to be developed on one million
square meters (equal to approximately 245 acres) of beachfront
land facing the Gulf of Oman (the "Omagine Site") just west of
the capital city of Muscat and nearby Muscat International
Airport. It is planned to be an integration of cultural,
heritage, educational, entertainment and residential components,
including: a "high culture" theme park containing seven pearl
shaped buildings, each approximately 60 feet in diameter,
associated exhibition buildings, a boardwalk; an open air
amphitheater and stage; open space green areas; a canal and
enclosed harbor and marina area; associated retail shops and
restaurants, entertainment venues, boat slips, and docking
facilities (collectively, the "Landmark"); two five-star resort
hotels and a three or four star hotel; commercial office
buildings; shopping and retail establishments integrated with
the hotels, and several million square feet of residences to be
developed for sale.

The Government will issue a license to the Project Company
designating the Omagine Project as an Integrated Tourism Complex
("ITC") and as such, the Project Company will be allowed to sell
the freehold title to residential properties developed on the
Omagine Site to any person, including any non-Omani person.
Non-Omani persons (such as expatriates living and working in
Oman) are forbidden by Omani law to purchase any land outside of
an ITC. Significant commercial, retail, entertainment and
hospitality elements are also included in the Omagine Project
which is expected to take about 4 to 5 years to complete. The
Company plans over time to also be in the property management,
hospitality and entertainment businesses.

The agreement between the Government and the Project Company
governing the design, development, construction, management and
                              (17)
<PAGE>

ownership of the Omagine Project is the "Development Agreement"
(or the "DA"). The Government's intent is to employ one
standardized DA ("Standard DA" or "SDA") for all ITC development
projects in Oman, and integrate the specific terms, conditions
and characteristics of each specific project into that Standard
DA, a task while possible, is a complex undertaking given the
complexities and considerable differences among the variety of
proposed projects.

In May 2008 the Government of Oman formally approved the terms
by which the Omagine Project will be developed and the Company
subsequently formally accepted the approved terms, a required
step before the Government and the Project Company sign the
Development Agreement.

The Company and its attorneys have been negotiating the DA with
the Government since 2006. Recently the Founder Shareholders and
the Project Company's attorneys have been engaged with the
Government, and more specifically with the three relevant
Government Ministries - Ministry of Tourism ("MOT"), Ministry of
Finance and Ministry of Legal Affairs - since a draft DA based
on the proposed Standard DA was delivered to MOT in July 2008
(the "July 2008 Draft Agreement"). The July 2008 Draft Agreement
incorporated the specific commercial and other terms for the
Omagine Project that were agreed to and approved by the
Government and accepted by the Company in formal written
communications.

The review process of the July 2008 Draft Agreement included
each such Ministry and its respective legal staff and culminated
in a November 2008 meeting among the representatives of Omagine
and the three Government Ministries where the Company's "comment
list" of required changes to the Standard DA necessary to make
it suitable for the Omagine Project was reviewed. The parties
agreed and accepted the majority of the Company's suggested
changes (the "Agreed Changes") and, as requested by the
Government, the Company subsequently delivered a "marked draft"
of its proposed DA showing the additions and deletions necessary
to incorporate such Agreed Changes (the "November 2008 Draft
Agreement").

During December 2008 and throughout the first quarter of 2009,
the Company and its attorneys remained engaged with the Ministry
of Tourism in an attempt to conclude the Development Agreement.
                              (18)
<PAGE>

These interactions and the official Government review and
comment process for the November 2008 Draft Agreement resulted
in a request from MOT to prepare yet another schedule detailing
the Company's proposed changes to the Standard DA (the "Schedule
of Changes"). The Company's attorneys prepared the Schedule of
Changes and submitted it to the Government on February 17, 2009
together with an updated draft Development Agreement (the
"February 2009 Draft Agreement"). The Government subsequently
confirmed in writing to the Company that March 16, 2009 was the
date that they would meet with the Company to discuss and
conclude the Development Agreement (the "Final Meeting"), which
the Government described as the "wrap-up" meeting for the
Omagine Development Agreement. The Government also informed the
Company's attorneys that it planned to conduct internal meetings
(the "Government Internal Meetings") among the relevant
Ministries (Tourism, Legal Affairs and Finance) in preparation
for the Final Meeting and to review the Schedule of Changes with
a view toward expediting the review process required at the
Final Meeting. As of the date hereof, the Government has
postponed the Final Meeting and the Government Internal Meetings
have not yet been finalized or concluded.


On March 30, 2009 the Company received a letter from MOT stating
in relevant part that "... The inclusion of your comments and
additions directly into the SDA very much impedes the sorting
out of the points ..." Although such inclusion was done in a
"redline document" at the specific request of the MOT, the
letter went on to request: (i) "including the commercial terms
with respect to the Landmark as a separate Annexure to the SDA",
and (ii) including a separate document with "... any comments or
additions on the SDA". Complying with this request did not
change anything in our proposed February 2009 Draft DA but
required (i) moving large amounts of the document into an annex
which is then incorporated into the DA, and (ii) performing a
clause-by-clause analysis of the DA showing those clauses where
the SDA language and our proposed language differ and the reason
for such difference. This was an enormous task which was
completed and delivered to the MOT on April 30, 2009. While
management believed this new annex ("Annex A") and the clause-
by-clause analysis (the "Omagine Comments") were redundant and
unnecessary, they are in fact startlingly clear and make all our
proposed changes to the SDA simple to review and easy to
understand. Moreover they positively illuminate how our proposed
                              (19)
<PAGE>
changes to the SDA will work to the Government's and our mutual
benefit. Notwithstanding the foregoing described delays and
postponements, management believes that the Government's
bureaucratic process has now run its course, and management is
unwavering in its belief that the Company's persistent
insistence upon the clarity of the language of the development
agreement will be of enormous financial value to all parties
once the actual development of the Omagine Project is underway.
As of the date hereof the Government has re-started the
Government Internal Meetings regarding Omagine and we expect
very few, if any, controversial items to emerge. In view of the
previously encountered delays, management is reluctant to make
predictions, but we are of the opinion that the Company's
patient approach to this process will yield positive results and
that a development agreement will be signed by the Project
Company and the Government within the next 60 days.

Although the Company expects some inconsequential re-drafting of
the February 2009 Draft Agreement to be required, management is
highly confident that the Government Internal Meetings will
result in a draft development agreement acceptable to all
parties.

The Company presently anticipates that, either the conclusion of
the Government's review process in the Government Internal
Meetings, or the Final Meeting, if required, will result in a
fully settled and agreed document ready for printing and
signature soon thereafter.

Subsequent to execution of the Development Agreement, the
Government, since it will not be a shareholder of the Project
Company, will have significantly less input into the development
of the Omagine Project and will have no control over the Project
Company's day-to-day operations and execution of the project.

It was previously agreed that Omagine SAOC (the Project Company)
would be formed in Oman immediately after the Development
Agreement had been signed. All parties had previously agreed
that the Company and CCIC would sign the Development Agreement
on behalf of Omagine SAOC (under formation) but the Government
has now requested that we and CCIC and the Omani Shareholders
form the Project Company prior to the signing of the Development
Agreement so that the Project Company will be the legal Omani
entity signing the DA with the Government. This is perfectly

                              (20)
<PAGE>

reasonable and the Company has no objection. We are presently in
the process of forming the Project Company so that it
is legally in existence in Oman and ready to sign the
Development Agreement when required.

The Company believes that no outstanding issues exist in the
February 2009 Draft Agreement and all parties, including the
Government and the Omani Shareholders, are desirous of signing
the Development Agreement expeditiously. The date of signing the
Development Agreement is entirely in the hands of the
Government. Based on recent letters received from the Government
and on conversations with the Omani Shareholders, Government
officials and the Company's attorneys, the Company understands
that the Government is anxious to conclude this matter. No
signing date for the Omagine Development Agreement has yet been
determined, however the Company anticipates that following the
completion of the Government Internal Meetings or the Final
Meeting, if required, that a date will be indicated.

Consolidated Contractors Group S.A.L. (www.ccc.gr) is a Lebanese
multi-national corporation ("CCG") whose main activities involve
general building contracting services in the Middle East. CCG
employs approximately 125,000 people and has annual revenue of
approximately $5 billion. Consolidated Contractors International
Company, S.A., a Panamanian corporation ("CCIC") is the
investment arm of CCG.  Consolidated Contractors Company Oman,
LLC, an Omani limited liability corporation ("CCC") is a
construction company employing approximately 6,000 people in
Oman and is CCG's operating subsidiary in Oman. Neither CCG,
CCIC nor CCC is an affiliate of the Company.

The three Omani Shareholders are (i) The Omani Union Real Estate
Development Company LLC, an Omani limited liability company
("ORDC"), (ii) Mohammed Nasser Al-Khasibi, an Omani citizen
("MNK") and (iii) the Office of Royal Court Affairs, an Omani
organization which represents the personal interests of His
Majesty Sultan Qaboos bin Said, the ruler of the Sultanate of
Oman ("RCA"). None of the Omani Shareholders are affiliates of
the Company.

The date the legally binding documents providing the
construction and project financing for the Omagine Project are
executed by the Project Company and the banks is the "Financial

                              (21)
<PAGE>

Closing Date" and such date is expected to occur approximately
six months after the development agreement is signed with the
Government. As of the date hereof, the Company has arranged
approximately USD $110 million of equity capital for the Project
Company via written agreements for (i) the sale of minority
equity interests totaling 49.5% of the Project Company to CCIC
(12%); ORDC (20%); RCA (12.5%); and MNK (5%) for a total of
$109.3 million and, (ii) the sale to JOL of a 50.5% majority
stake in the Project Company for $656,500.

The Company's attorneys are currently preparing the
shareholders' agreement among the Founder Shareholders
memorializing the foregoing. The legal requirement in Oman for
the initial capitalization of Omagine S.A.O.C. is 500,000 Omani
Rials or approximately one million three hundred thousand U.S.
dollars ($1,300,000). Upon formation, each Founder Shareholder,
including the Company, will be required to contribute its
portion of such initial capital in proportion to its ownership
percentage in order to organize the Project Company. The
Company's required contribution will therefore be 50.5% of the
$1,300,000 or approximately $656,500 (the "Company Capital
Contribution"). Seventy-five percent (75%) of the remaining
balance of the agreed capital coming from the Omani Shareholders
(approximately $45 million) will be paid into the Project
Company over the six month period immediately subsequent to the
signing of the Development Agreement and twenty-five percent
(25%) of such remaining balance of agreed capital (approximately
$15 million) will be paid into the Project Company on the
Financial Closing Date. One hundred percent (100%) of the
remaining balance of the agreed capital coming from CCIC
(approximately $49.4 million) will be paid into the Project
Company on the Financial Closing Date. Other than the Company
Capital Contribution which it will contribute upon formation of
the Project Company, the Company is not required to contribute
anything further to the Project Company.

The Company has signed a contract with CCIC regarding (i) its
approximately $49.4 million investment in the Project Company,
and (ii) the appointment of CCC's Omani based subsidiary company
as the general contractor for the construction of the Omagine
Project.



                              (22)
<PAGE>

The memoranda of understanding with the Omani Shareholders which
memorialize the Company's agreements with them as indicated
above (the "MOUs") and the contract with CCIC (collectively, the
"Investor Agreements") have in the past been renewed from time
to time as the signing of the Development Agreement was delayed.
As of the date hereof each of the Investor Agreements have
expired but both the Omani Shareholders and CCIC have verbally
agreed to continue them in effect and to comply fully with their
respective terms and conditions.

The terms and conditions of the Investor Agreements are being
incorporated into a written shareholders' agreement among the
Founder Shareholders ("Shareholders' Agreement") presently being
prepared. The Shareholders' Agreement will, among other things,
memorialize the approximately USD $109.3 million combined
investment into the Project Company by CCIC, ORDC, MNK and RCA.
As previously disclosed, it has been management's experience
that there is no shortage of willing investors or contractors
for the Omagine Project and that continues to be the case.

The date the Development Agreement is ratified by the Government
of Oman is the "Effective Date". Pursuant to the Investor
Agreements, the Shareholders' Agreement will provide that the
investments by the Omani Shareholders into the Project Company
will be paid to the Project Company in monthly installments
during the period beginning on the Effective Date and ending on
the Financial Closing Date. The Investor Agreement with CCIC
provides that its investment into the Project Company will be
paid to the Project Company on the Financial Closing Date. As
presently contemplated by the terms of the Investor Agreements
with the Omani Shareholders, the Project Company will have the
financial capacity to begin development of the Omagine Project
almost immediately after the Effective Date.

In order to move into the actual development stage of the
Omagine Project, the Project Company and the Government must
first sign the Development Agreement. The Company and the
Founder Shareholders are closely following the review process by
the Government of the recently delivered Annex A and Omagine
Comments. As of the date hereof the Government is continuing to
conduct the Government Internal Meetings and the Company is
awaiting news regarding any possible drafting changes to the
February 2009 Draft Agreement that may be required. The Company

                              (23)
<PAGE>

believes that neither Annex A, nor the Omagine Comments nor the
February 2009 Draft Agreement contains any outstanding issues
and expects to finalize and sign the Development Agreement after
the conclusion of the Government Internal Meetings.

As previously stated, the only new requirement imposed by the
Government was that the Company form the Project Company with
CCIC and the Omani Shareholders prior to the signing of the
Development Agreement and the performance of that task is
underway. As presently contemplated, after corporate formation
of Omagine SAOC the Company will own 50.5% of the Project
Company, CCIC will own 12% and the remaining 37.5% of the
Project Company will be owned by the Omani Shareholders. The
Government will not own any part of the Project Company.

In accordance with accounting principles generally accepted in
the United States of America, the financial results of Omagine
SAOC will be consolidated with the financial results of the
Company in such manner as to reflect the Company's percentage
ownership of Omagine SAOC. Based upon the anticipated 50.5%
majority ownership of Omagine SAOC by the Company, it is
presently expected therefore that beginning on the Effective
Date the Company will - on a consolidated basis - experience a
monthly increase in net worth culminating in an aggregate
increase in net worth of approximately USD $55 million on the
Financial Closing Date as a result of the approximately USD $110
million capitalization of the Project Company. The Project
Company's capital as well as its proceeds from the sales of
residential units and bank borrowings will be utilized by it to
develop the Omagine Project. The Project Company's ongoing
financial results will continue to be consolidated with the
Company's results as appropriate.

As presently contemplated, BankMuscat, Oman's largest financial
institution, will be hired by the Project Company to arrange
all of the necessary construction and other financing for the
Omagine Project ("Construction Financing"). The Company has an
MOU with Bank Muscat regarding project financing and financial
advisory services (the "Bank Muscat Agreement"). The Bank Muscat
Agreement expired in November 2008 but BankMuscat has verbally
agreed that it will be the Company's financial advisor if the
Company so desires.


                              (24)
<PAGE>

While the project financing environment is challenging at the
present moment given the worldwide bank liquidity issues,
management has been in touch with BankMuscat regarding the
financing of the Omagine Project and BankMuscat has indicated
that it expects the project finance market to be substantially
more stable when the Project Company will be seeking such
financing on the Financial Closing Date. Based upon local
newspaper reports and conversations with Bank Muscat officials,
management believes that the Omani banks have very little
exposure to the sub-prime market problems afflicting other
financial institutions outside Oman. The Project Company's
prospective Omani bankers and partners are of the opinion that
the present financial market turmoil is expected to increase the
Project Company's cost of borrowing but otherwise have no
material effect or impact on the Omagine Project.

The Company expects, based on present assumptions which are
subject to modification, that the development costs (including
the costs for design, construction management, program
management and construction) for the entire Omagine Project will
be less than the approximately $1.6 billion dollars that it had
heretofore budgeted for such work.

Although the Government of Oman has approved the commercial
terms for the Omagine Project, until the Development Agreement
is signed, no assurance whatsoever can be given that it actually
will be signed. Management therefore cautions that future events
rarely develop exactly as forecast, and the best estimates
routinely require adjustment. Prior estimates by the Company of
when the Development Agreement would be signed have had to be
frequently amended, as required, to reflect management's then
current best estimate of the Government's bureaucratic process.
As of the date hereof management estimates that the Development
Agreement will be signed within the next sixty (60) days.

The present nature of JOL's business is such that it is not
expected to generate revenue until after the occurrence of an
event - the beginning of the development of the Omagine Project
- which, as of the date hereof, is not certain to occur.

Notwithstanding the positive nature of the foregoing "forward
looking statements", no assurances can be given at this time
that the Development Agreement will actually be signed or that
the Financial Closing Date will actually occur.
                              (25)
<PAGE>

All "forward looking statements" contained herein are subject
to, known and unknown risks, uncertainties and other factors
which could cause Omagine SAOC's and the Company's actual
results, financial or operating performance or achievements to
differ from management's projections for them as expressed or
implied by such forward-looking statements. Projections and
assumptions contained and expressed herein are based on
information available to the Company at the time so furnished
and as of the date of this report and are, in the opinion of
management, reasonable. All such projections and assumptions are
subject to significant uncertainties and contingencies, many of
which are beyond the Company's control, and no assurances can be
given that the projections will be realized. Potential investors
are cautioned not to place undue reliance on any such forward-
looking statements, which speak only as of the date hereof.

Omagine's website is www.omagine.com and a dedicated investor
relations hub for Omagine and the Omagine Project may be found
at www.agoracom.com/IR/Omagine.

RESULTS OF OPERATIONS:

THREE MONTHS ENDED MARCH 31, 2009 vs.
THREE MONTHS ENDED MARCH 31, 2008

The Company had no revenue in the first quarter of 2009
and 2008.

Selling, general and administrative expenses were $358,668 in
the first quarter of 2009, compared to $252,478 in the
first quarter of 2008. This increase of $106,190 (42%) was
attributable to increased stock option expense of $18,872,
increased pension expense of $72,500, increased accounting fees
of $10,000, increased legal fees of $35,367, increased
consulting fees of $17,615, increased stockholder relations
expense of $8,946 and various increases of $1,986 offset by
decreased expenses for fringe benefits of $14,795 and travel of
$44,301.

The Company experienced an operating loss of $358,668 during
the first quarter of 2009 as compared to an operating loss of
$252,478 during the same period in the previous fiscal year.
This $106,190 (42%) increase in the Company's operating loss is
attributable to increases in general and administrative costs.
                              (26)
<PAGE>

The Company will need to generate revenue in order to attain
profitability. The present nature of the Company's business is
such that it is not expected to generate revenue until after the
development of the Omagine Project is significantly underway, an
event which, as of the date hereof, is not certain to occur.

The Company will need to raise additional capital and/or secure
additional financing in order to execute its presently conceived
business plan with respect to JOL and the Omagine Project.

No capital expenditures were incurred during the quarterly
period ended March 31, 2009. Depending upon the outcome of
current negotiations and the availability of resources, the
Company may incur significant expenses related to capital
expenditures in the future.

LIQUIDITY AND CAPITAL RESOURCES:

Although the Company experienced net positive cash flow during
its 2007 fiscal year, it has experienced negative cash flows
from operating activities during the past several years. The
Company incurred net losses of $1,307,630, $1,043,190 and
$767,951 in its fiscal years 2008, 2007 and 2006, respectively.
The Company's net loss for the three months ended March 31, 2009
was $365,357. During the three months ended March 31, 2009, the
Company experienced a decrease in cash of $24,825. At March 31,
2009, the Company had a working capital deficit of $873,135,
compared to working capital deficit of $609,991 at December 31,
2008. The $263,144 increased deficit in working capital is
attributable primarily to the $24,825 decrease in cash partially
offset by a $95,633 increase in accounts payable, a $72,500
increase in Pension Expense and a $72,500 increase in Accrued
Payroll. Of the $936,197 of current liabilities at March 31,
2009, $422,579 (56%) represent amounts due to officers and
directors.

The failure of the Company to secure additional funding to
implement its business plan, or the failure to sign the
Development Agreement for the Omagine Project will significantly
affect the Company's ability to continue operations.

On December 22, 2008, the Company signed a two year Standby
Equity Distribution Agreement (the "SEDA") with YA Global
Investments, L.P. ("YA"). Omagine may, at its sole option and
                               (27)
<PAGE>

upon giving a Purchase Notice, sell Shares to YA at the Purchase
Price (as determined by the SEDA). The Company is not obligated
to sell any Shares to YA but may, in its sole discretion, sell
that number of Shares valued at the Purchase Price from time to
time in effect that equals five million dollars ($5,000,000). YA
is obligated to purchase such Shares from the Company subject to
certain conditions including (i) Omagine filing the Registration
Statement with the SEC to register the Shares, (ii) the SEC
declaring such Registration Statement effective, (iii) periodic
sales of Shares to YA must be separated by a time period equal
to five trading days, and (iv) the amount of any such individual
periodic sale of Shares may not exceed two hundred thousand
dollars ($200,000). The Company has filed the Registration
Statement with the SEC and the SEC has declared such
Registration Statement to be effective as of May 1, 2009. As of
the date hereof, the Company may make sales of Shares to YA
pursuant to the SEDA.


ITEM 4:  DISCLOSURE CONTROLS AND PROCEDURES

The Company carried out an evaluation under the supervision and
participation of management, including the Company's chief
executive and financial officer, of the effectiveness as of the
end of the period covered by this report of the design and
operation of the Company's disclosure controls and procedures
that are designed to ensure that information required to be
disclosed by the Company in this report is recorded, processed,
summarized and reported, within the time periods specified in
the SEC's rules and forms (an "Evaluation"). Disclosure controls
and procedures include, without limitation, controls and
procedures designed to ensure that information required to be
disclosed by the Company in this report is accumulated and
communicated to the Company's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based upon that
Evaluation, the Company's chief executive and financial officer
concluded that the Company's disclosure controls and procedures
were effective as of March 31, 2009.

The Evaluation did not identify the occurrence of any change in
the Company's internal control over financial reporting during

                               (28)
<PAGE>

the first quarter of fiscal 2009 that materially affected or is
reasonably likely to materially affect, the Company's internal
control over financial reporting.

The Company is a non-accelerated filer and is required to comply
with the internal control reporting and disclosure requirements
of Sections 404 and 302 of the Sarbanes-Oxley Act for fiscal
years ending on or after December 15, 2007.

The Company adopted and is presently utilizing a web-based
software solution provided by an unaffiliated third party to
automate and streamline its Sarbanes-Oxley compliance program.
The product enables the Company to document and assess the
design of controls, track the testing of their effectiveness and
easily locate and remedy any deficiencies. The Company pays an
annual fee for unlimited access to the web-based Platform (the
"Agreement"). The Agreement automatically renews each February
for subsequent one year periods, unless the Company notifies the
software supplier of its intention not to renew such Agreement.

There have been no significant changes in the Company's internal
controls or other factors which could significantly affect
internal controls subsequent to the date of the Evaluation.


                    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
-------                -----------

31.1            Sarbannes-Oxley 302 certification *

32.2            Sarbannes-Oxley 1350 certification *

* Filed herewith.

                              (29)

<PAGE>

(b)       Reports on Form 8-K


On January 7, 2009 the Company filed a report on Form 8-K
disclosing that it had issued a press release announcing the
signing of a $5 million Standby Equity Distribution Agreement
("SEDA") with YA Global Investments L.P. ("YA").

On March 25, 2009 the Company filed a report on Form 8-K which
provided an update to its shareholders regarding the status of
the proposed Omagine Project in Oman.





                       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: May 11, 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

                              (30)