<PAGE>
                       UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549
                        FORM 10-Q

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

For the Quarterly Period Ended: September 30, 2008
                                ------------------

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

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


       Delaware                             20-2876380
  -----------------                     -------------------
State or other jurisdiction             (IRS Employer
of incorporation or organization)       Identification No.)


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

As of November 13, 2008, the Registrant had outstanding
45,798,487 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:
    SEPTEMBER 30, 2008 AND DECEMBER 31, 2007


    CONSOLIDATED STATEMENTS OF OPERATIONS:
    THREE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007


    NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007


    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY:
    NINE MONTHS ENDED SEPTEMBER 30, 2008


    CONSOLIDATED STATEMENTS OF CASH FLOWS:
    NINE MONTHS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007


    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 the 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 assumptions are correct or 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>
ITEM 1:      FINANCIAL STATEMENTS


<TABLE>
                OMAGINE, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
                ------------------------------


<CAPTION>
                                  September 30,    December 31,
                                       2008             2007
        ASSETS                    ------------     -----------
                                    (Unaudited)         Note 1
<S>                              <C>             <C>
CURRENT ASSETS:
Cash                               $   81,250       $  713,145
Prepaid expenses and other
  current assets                        1,000           10,173
                                     --------         --------
        Total Current Assets           82,250          723,318
                                     --------         --------
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                 (148,174)        (139,988)
                                     --------         --------
                                       16,384           24,570
                                     --------         --------
OTHER ASSETS:
Other assets                           13,749           13,749
                                     --------         --------

Total Assets                       $  112,383       $  761,637
                                     --------        ---------






LIABILITIES AND STOCKHOLDERS'
  EQUITY
CURRENT LIABILITIES:
Convertible notes payable
  and accrued interest             $  234,049        $     -
Accounts payable                      317,708          298,630
Accrued payroll - officers                -            180,036
Due officers                           20,333           26,907
Accrued expenses and other
  current liabilities                     -             36,667
                                     ---------        --------
Total Current Liabilities             572,090          542,240
                                     ---------        --------

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:
     45,697,527 shares in 2008
     45,542,439 shares in 2007          45,698           45,542
Capital in excess of par value      16,862,789       16,748,237
Retained earnings (deficit)        (17,368,194)     (16,574,382)
                                    ----------       ----------
Total Stockholders' Equity
   (Deficit)                          (459,707)         219,397
                                    ----------        ---------
  Total Liabilities and
    Stockholders' Equity           $   112,383      $   761,637
                                     ---------       ----------

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                             (5)


<PAGE>
<TABLE>
                               OMAGINE, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                           -------------------------------------
                                            (UNAUDITED)                 (UNAUDITED)
<CAPTION>
                                         THREE MONTHS ENDED           NINE MONTHS ENDED
                                         SEPTEMBER 30,                SEPTEMBER 30,
                                      ----------------------      ----------------------
                                          2008          2007         2008          2007
                                          ----          ----         ----          ----
<S>                                 <C>           <C>           <C>          <C>
REVENUES:
Net sales                             $      -      $   29,838    $      -    $  30,155
                                        --------     ---------    ----------  ---------
                                             -          29,838           -       30,155
                                        --------     ---------    ----------  ---------
COSTS AND EXPENSES:
Cost of sales                                -          28,177           -       28,242
Selling, general and administrative      225,274       299,202       797,810    636,316
                                       ---------     ---------     ----------  ---------
Total costs and expenses                 225,274       327,379       797,810    664,558
                                       ---------     ---------     ----------  ---------
Operating income (loss)                 (225,274)     (297,541)     (797,810)  (634,403)
Interest Income                              501           -           5,974         33
Interest Expense                          (1,976)      ( 8,161)       (1,976)   (21,198)
                                       ---------     ----------    ----------  ----------

NET INCOME (LOSS)                     $ (226,749)   $ (305,702)   $ (793,812) $(655,568)




PREFERRED STOCK DIVIDENDS             $      -      $   37,190    $      -    $ 123,441
                                      ----------    ----------    ----------  ---------

NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS                   $ (226,749)   $ (342,892)   $ (793,812) $(779,009)
                                      ----------    ----------    ----------  ---------


NET INCOME (LOSS) PER COMMON SHARE:

BASIC                                 $   (.01)    $    (.01)      $ (.02)     $ (.02)
                                        -------       -------     --------     -------

DILUTED                               $   (.01)    $    (.01)      $ (.02)     $ (.02)
                                        -------       -------     --------     -------


WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING:

BASIC AND DILUTED                     45,603,777    42,373,025    45,544,630 39,321,996
                                      ----------    ----------    ---------- ----------


<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, 2007   45,542,439   $ 45,542  $ 16,748,237  (16,574,382)
                                 ==========   ========  ============   ==========
 Cancellation of Common Stock       (43,560)       (43)           43

 Stock option expense                                         32,207

 Issuance of Common Stock for
    Consulting services              11,148         11         7,490

 Issuance of Common Stock for
    Cash                            187,500        188        74,812

 Net loss                                                               (793,812)
                                 ----------   --------  ------------  ------------
 Balances At September 30, 2008  45,697,527   $ 45,698  $ 16,862,789 (17,368,194)
                                 ----------   --------  ------------  ------------

 <FN>
 See accompanying notes to consolidated financial statements.
 </FN>
 </TABLE>
                                         (7)
<PAGE>
<TABLE>
                            OMAGINE, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------
                                   (UNAUDITED)
<CAPTION>
                                                                      Nine Months Ended
                                                                       September 30,
                                                                      ------------------
                                                                      2008          2007
                                                                      ----          ----
<S>                                                             <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                       $ (793,812)   $(655,568)
  Adjustments to reconcile net loss to net
      cash flows from operating activities:
    Depreciation and amortization                                     8,186       10,074
    Stock based compensation related to stock options                32,207       14,000
    Issuance of common stock for consulting services                  7,501          750
    Cancellation of common stock issued for consulting services         -        (10,951)
    Issuance of common stock in payment of interest on debentures       -            857

  Changes in operating assets and liabilities:
    Accounts receivable                                                 -         (4,638)
    Prepaid expenses and other current assets                         9,173          531
    Accrued interest on convertible notes payable                     2,034          -
    Accounts payable                                                 19,078      103,593
    Customer Deposits                                                   -        (12,140)
    Accrued expenses and other current liabilities                  (36,667)         -
    Accrued officer payroll                                          (1,979)    (118,432)
                                                                   --------      --------
  Net cash flows from operating activities                         (750,321)    (671,924)
                                                                   --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of property and equipment                            (  -  )     (13.001)
                                                                      -----       ------
    Net cash flows from investing activities                         (  -  )     (13,001)
                                                                      -----        -----
CASH FLOWS FROM FINANCING ACTIVITIES:
  Loans from officers and directors - net                            43,426      (51,517)
  Proceeds from issuance of Common Stock                             75,000      255,000
  Proceeds from the exercise of Common Stock Warrants                   -      1,035,125
  Purchase of Common Stock                                              -             (3)
                                                                   --------      --------
  Net cash flows from financing activities                          118,426    1,238,605
                                                                   --------      --------
NET CHANGE IN CASH AND EQUIVALENTS                                 (631,895)     553,680

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                           713,145       27,961
                                                                   --------     --------
CASH AND EQUIVALENTS, END OF PERIOD                              $   81,250    $ 581,641
                                                                   ========     =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                                $      -       $    -
                                                                   ========      ========
Interest paid                                                    $      -       $    -
                                                                   ========      ========
NON-CASH FINANCING ACTIVITIES:
Preferred stock dividends                                        $      -       $123,441
                                                                   ========      ========
Issuance of common stock upon conversion of
  debentures and accrued interest                                $      -       $126,944
                                                                   ========      =======
Issuance of common stock in payment of
  accounts payable                                               $      -       $342,030
                                                                   ========      ========
Issuance of convertible notes payable in
  satisfaction of accrued officer payroll                        $  182,015     $    -
                                                                   ========      ========
<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-KSB for its
fiscal year ended December 31, 2007 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 ("SEC"). 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-KSB for the fiscal year ended December 31,
2007.

Net Loss Per Share - Basic and diluted loss per share are based
upon the weighted-average number of common shares outstanding
during the period. The computation of diluted earnings per share
does not assume the conversion, exercise or contingent issuance
of securities that would have an antidilutive effect on loss per
share.

Principles of Consolidation - The consolidated financial
statements include the accounts of Omagine and its wholly-owned
subsidiaries, Contact Sports, Inc. ("Contact Sports"), Ty-
                            (9)

<PAGE>

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 and is in
a weak financial position, 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 on August 14, 2008.

The Convertible Notes bear interest at a rate of 8% per annum,
are due February 28, 2009, and both principal and interest are
convertible at the option of the holders into Company common
stock at a conversion price of $0.40 per share.

NOTE 4  - STOCK OPTIONS

The following is a summary of stock option activity for the nine
months ended September 30, 2008:


       Outstanding at January 1, 2008     1,900,000
       Granted and Issued                   810,000
       Exercised                                -
       Forfeited/expired/cancelled              -
                                          ---------


                            (10)
<PAGE>

       Outstanding at September 30, 2008  2,710,000
                                          ---------

       Exercisable at September 30, 2008  1,410,000
                                          ---------



Stock options outstanding at September 30, 2008 (all non-
qualified) consist of:




 Year       Number       Number     Exercise   Expiration
Granted   Outstanding  Exercisable    Price      Date
-------   -----------  -----------  --------   ----------

2001       750,000       750,000     $ .25    August 31, 2011
2004        60,000        60,000     $ .17    October 31, 2009
2005        30,000        30,000     $1.00    June 30, 2010
2005       200,000       200,000     $ .82    December 14, 2010
2007(A)    800,000       320,000     $ .25    March 31, 2017
2007(B)     60,000        40,000     $ .90    October 29, 2012
2008(C)     30,000        10,000     $ .80    January 1, 2013
2008(D)    750,000             0     $ .52    September 23, 2018
2008(E)     30,000             0     $ .52    September 23, 2013
          --------      --------
Totals   2,710,000     1,410,000
         =========     =========

(A)  The 480,000 unvested options relating to the 2007 grant are
     scheduled to vest 160,000 on April 1, 2009 and 160,000 each
     April 1, thereafter for two succeeding years.
(B)  The 20,000 unvested options relating to the 2007 grant are
     scheduled to vest January 1, 2009.
(C)  The 20,000 unvested options relating to the 2008 grant are
     scheduled to vest 10,000 on January 1, 2009 and January 1,
     2010.
(D)  The 750,000 unvested options relating to the 2008 grant are
     scheduled to vest 150,000 on September 24, 2009, and
     150,000 each September 24, thereafter for four succeeding
     years.

                            (11)

<PAGE>

(E)  The 30,000 unvested options relating to the 2008 grant are
     scheduled to vest 10,000 on September 24, 2009, and 10,000
     each September 24 thereafter for two succeeding years.

As of September 30, 2008 there was $504,008 of total
unrecognized compensation cost relating to unexpired stock
options. That cost is expected to be recognized $60,629 in 2008,
$112,328 in 2009, $110,040 in 2010, $92,498 in 2011, $75,447 in
in 2012, and $53,066 2013.


NOTE 5 - 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 14, 2008. Rent
expense for the nine months ended September 30, 2008 and 2007
was $64,375 and $58,027 respectively.


At September 30, 2008, the minimum future lease payments are
as follows:

2008                                 $  14,200
2009                                    56,800
2010                                    56,800
2011                                    56,800
2012                                    56,800
Thereafter                               9,466
                                     ----------
Total                                $ 250,866
                                     ==========

Employment Agreements

Omagine is obligated to pay its President and Chief Executive
Officer an annual base salary of $125,000 through December 31,

                            (12)
<PAGE>

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.

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. The Company 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.


NOTE 6 - SEGMENT INFORMATION:

Omagine is a holding company that operates through its wholly
owned subsidiaries. Since its acquisition of Journey of Light,
Inc. ("JOL") in October 2005, the Company has reported results
in two business segments: real estate development and apparel.

The real estate development business of the Company is conducted
through its wholly owned subsidiary JOL, which is past its
initial stages of business development. JOL has presently
concluded negotiations with the Government of Oman with respect
to JOL's proposed development, in cooperation with the
Government of Oman, of an approximately $1.6 billion tourism
related project and is waiting the signing of the Development
Agreement.

                            (13)
<PAGE>

The apparel business of the Company was conducted through its
wholly owned subsidiaries - Contact Sports, Inc. ("Contact") and
Ty-Breakers Corp. ("Ty-Breakers") which had no activity in the
three months ended September 30, 2008. Both apparel subsidiaries
were merged into Omagine on March 26, 2008.

The Company currently concentrates all of its efforts on the
advancement and expansion of JOL's real estate development
business.

Summarized financial information by business segment for the
three and nine month periods ended September 30, 2008 and 2007
is as follows:


                            (14)




<PAGE>
<TABLE>
                                                     SEGMENT INFORMATION
                                                     -------------------
<CAPTION>
                                         THREE MONTHS ENDED          NINE MONTHS ENDED
                                           SEPTEMBER 30,                SEPTEMBER 30,
                                       ----------------------     -----------------------
                                          2008           2007         2008           2007
                                          ----           ----         ----           ----
<S>                                 <C>          <C>            <C>         <C>
Revenue:
 Real Estate Development              $      -      $       -     $      -    $       -
 Apparel                                     -           29,838          -         30,155
                                       ---------     ----------    ---------   ----------
Total                                 $      -      $    29,838   $      -    $    30,155

=========================================================================================
Operating Expenses:
  Real Estate Development             $   62,027    $    65,274   $  173,668  $   204,459
  Apparel                                     -          32,703        2,258       73,405
  Corporate                              163,247        229,402      621,884      386,694
                                       ---------      ---------    ---------    ---------
Total                                 $  225,274    $   327,379   $  797,810  $   664,558
=========================================================================================
Operating Income (Loss):
  Real Estate Development             $ ( 62,027)   $  ( 65,274)  $ (173,668) $ (204,459)
  Apparel                               (    -  )       ( 2,865)     ( 2,258)    (43,250)
  Corporate                             (163,247)      (229,402)    (621,884)   (386,694)
                                       ---------     ----------    ----------   ---------
Total                                 $ (225,274)   $  (297,541)  $ (797,810) $ (634,403)
=========================================================================================


Identifiable Assets:
  Real Estate Development                                         $      109  $    1,141
  Apparel                                                                -        58,758
  Corporate                                                          112,274     604,401
                                                                   ---------    ---------
Total                                                             $  112,383  $  664,300
=========================================================================================
Capital Expenditures:
  Real Estate Development             $      -      $       -     $      -    $      -
  Apparel                                    -              -            -           -
  Corporate                                  -              -            -        13,001
                                       ---------     ---------     ---------    ---------
Total                                 $      -      $       -     $      -    $   13,001
=========================================================================================
Depreciation and Amortization:
  Real Estate Development             $      234    $       234   $      702  $      702
  Apparel                                    -              -            -            -
  Corporate                                2,495          1,001        7,484       9,372
                                       ---------     ----------    ----------      ------


Total                                 $    2,729    $     1,235   $    8,186  $   10,074
=========================================================================================

<FN>
Operating loss is total revenue less operating expenses, which
include cost of sales and selling, general and administrative
expenses.
</FN>
</TABLE>

                                         (15)


<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 that involve various risks and

                            (16)
<PAGE>

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 the Founder Shareholders of Omagine SAOC which is
  the Project Company under formation in Oman, to sign the
  Development Agreement with the Government of Oman;

* Failure of Omagine SAOC to obtain the necessary project
  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 including any negative financing impact resulting
  from the ongoing worldwide financial and banking crisis;

* 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 for JOL
which, subject to the Development Agreement being executed, may
be added to JOL'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").

JOL has proposed to the Government of Oman (the "Government")
the development of a real estate and tourism project (the

                            (17)
<PAGE>

"Omagine Project") to be developed in Oman by Omagine S.A.O.C.
(the "Project Company"), an Omani corporation presently under
formation. Omagine, Inc., Journey of Light, Inc. and
Consolidated Contractors International Company S.A. ("CCC") are
the "Founder Shareholders" of the Project Company. 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 an
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 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 after the
signing of the Development Agreement to complete. The Company
plans, over time, to also be in the property management,
hospitality and entertainment businesses.

In May 2008 the Government of Oman formally approved the terms
by which the Omagine Project will be developed. Formal approval
of such commercial terms by the Government and the subsequent
formal acceptance thereof by the Company was a required step
before the Government and the Founder Shareholders representing

                            (18)
<PAGE>

the Project Company sign the "Development Agreement". The
agreement between the Government and the Project Company
governing the design, development, construction, management and
ownership of the Omagine Project is the Development Agreement.

On July 12, 2008 the Company delivered a completed draft
Development Agreement for the Omagine Project (the "July 2008
Draft Agreement") to the Ministry of Tourism ("MOT").

The July 2008 Draft Agreement was based upon the most recent
standardized development agreement ("Standard DA") created by
the Government in June 2008. The Government's intent is to
employ one Standard DA for all 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.
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. It also included the
identification of the Omani investors in the Project Company
(the "Omani Shareholders").

The Founder Shareholders and the Project Company's attorneys
have been engaged with the three required Government Ministries
along with their respective legal staffs during this review
process: The Ministry of Tourism; the Ministry of Legal Affairs;
and the Ministry of Finance. The Founder Shareholders and the
Project Company's attorneys have met with the representatives of
these Ministries individually and collectively. At the last
collective meeting on November 2, 2008 all parties reviewed the
Company's "comment list" of required changes to the Standard DA
necessary to make it suitable for the Omagine Project. All
parties agreed and accepted the Company's suggested changes (the
"Agreed Changes") and the Company was requested to provide a
"marked draft" of its proposed DA showing such Agreed Changes.

On November 5, 2008 the marked up draft showing all such Agreed
Changes (the "November 2008 Draft Agreement") was transmitted
electronically by our lawyers to the above three Government
Ministries and on November 9 the Company delivered printed and
bound copies of the November 2008 Draft Agreement to such

                            (19)
<PAGE>

Ministries.

The Company believes that no outstanding language issues in the
November 2008 Draft Agreement continue to exist and all parties,
including the Omani Shareholders, are desirous of signing the
Development Agreement expeditiously. The Government procedure
however requires that they go through an official review and
comment process for the November 2008 Draft Agreement and that
process is presently underway. The Company expects this process
to be completed in a few weeks, after which final, approved
copies of the Development Agreement will be printed and bound
for signature by the Founding Shareholders and the Government.
The date of such signing is entirely in the hands of the
Government, however, based on conversations with the Omani
Shareholders and Government officials, the Company understands
that the Government is anxious to conclude this matter and that
a signing date for the Omagine Development Agreement will be
indicated within the next several weeks.

As of the date hereof, the Company has arranged approximately
USD $110 million of equity capital for the Project Company via
written agreements for the sale of minority equity interests of
the Project Company to four entities for $109.3 million and the
sale to the Company of a 50.5% majority stake in the Project
Company for $650,000.

The Founder Shareholders have signed a memorandum of
understanding ("MOU") with each of (i) Newco, an Omani company
formed by leading Omani businessmen, (ii) a prominent Omani
person ("MNK") and (iii) the office of Royal Court Affairs
("RCA") which represents the personal interests of His Majesty
Sultan Qaboos bin Said, the ruler of the Sultanate of Oman.
Newco, MNK and RCA are the Omani Shareholders.

The Company has signed a contract with CCC regarding (i) its $49
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.

The MOUs with the Omani Shareholders and the contract with CCC
(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

                            (20)
<PAGE>

Investor Agreements have expired but both the Omani Shareholders
and CCC have verbally agreed to continue them in effect and to
comply fully with their respective terms and conditions.

Management anticipates that all such Investor Agreements will be
renewed if necessary or convenient. As previously disclosed, it
has been management's experience that there is no shortage of
willing investors or contractors for the Omagine Project.

As presently contemplated, after corporate formation of Omagine
SAOC the Company will own 50.5% of the Project Company, CCC
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.

Subsequent to (or simultaneously with) the formation of the
Project Company, the Founder Shareholders and the Omani
Shareholders will enter into a written shareholders' agreement
("Shareholders' Agreement") which will, among other things,
memorialize the approximately USD $109.3 million combined
investment into the Project Company by CCC, Newco, MNK and RCA.

The date the Shareholders' Agreement is signed is the
"Subscription Date". 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 Closing Date" and the Financial Closing Date is
expected to be approximately six months after the Subscription
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 Subscription Date and ending on the Financial
Closing Date. The Investor Agreement with CCC provides that its
investment into the Project Company will be paid to the Project
Company on the Financial Closing Date.

The financial results of the Project Company will be
consolidated with the financial results of the Company in such
manner as to reflect the Company's presently anticipated 50.5%
majority percentage ownership of the Project Company. It is

                            (21)
<PAGE>

expected therefore that beginning on the Subscription 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, Bank Muscat, 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.

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 in six months. BankMuscat, all local newspapers as
well as Government officials report 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 marginally
increase the cost of borrowing locally but otherwise have little
impact on the Omagine Project.

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 signing of the Development
Agreement. In order to move into the actual development stage of
the Omagine Project, the Founder Shareholders and the Government
must sign the Development Agreement. The Company and the Omani
Shareholders are closely following the review process of the
November 2008 Draft Agreement by the Government.

                            (22)
<PAGE>

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 approximately $1.6 billion dollars.

Subsequent to the signing of the Development Agreement, the
Omagine Site's value will be definitively determined by a
qualified independent real-estate appraiser and such appraisal
will be utilized by Bank Muscat in its discussions with other
financial institutions to optimize the Project Company's capital
structure and to arrange the Construction Financing.

Management is aware that due to market conditions the value of
the Omagine Site ("Site Value") has increased sharply over the
past two years and, provided such Site Value is sustained, this
increased Site Value will have a materially positive effect on
the Project Company's future cash flows as well as its financing
activities.

The Project Company's requirements for bank financing of
construction costs is expected to be reduced by its ability to
pre-sell any residence by entering into sales contracts with
third party purchasers and receiving deposits and progress
payments during the construction of such residences.

The sale of residential and commercial properties, including
sales to non-Omani persons combined with the sharp increase in
the Site Value over the last several years is the main driver
supporting the Project Company's projections of estimated net
positive cash flow in excess of USD $600 million over the five
year period immediately subsequent to the signing of the
Development Agreement. The Development Agreement as presently
contemplated and agreed allows for sales and pre-sales of any of
the residential properties that will be developed on
approximately one hundred fifty thousand square meters of land
within the Omagine Site. The freehold title to the land within
the Project Site underlying such residences shall be transferred
to the buyer at the closing of such residential sales
transactions.

Notwithstanding the foregoing, no assurance can be given at this
time that the Development Agreement actually will be signed.

                            (23)
<PAGE>

Although the Government of Oman has approved the commercial
terms for the Omagine Project, until it is signed, no assurance
whatsoever can be given that the Development Agreement 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 been
amended, as required, to reflect management's best estimate of
the Government's bureaucratic process. As of the date hereof
management estimates that the Development Agreement will be
signed in the next several weeks or in December 2008.

Trademark applications filed with the United States
Patent and Trademark Office ("USPTO") in Q1 2008 for the mark
OMAGINE and related marks ("Marks") were reviewed by USPTO
Examiners and no substantive issues to the Marks were raised
that would bar registration. However, the Examiner handling the
OMAGINE Marks raised a few technical issues to the applications
that require responses by December 29, 2008 and the Company is
working with its trademark counsel to provide such responses.
Trademark applications for the OMAGINE Marks filed in Oman and
Kuwait have been examined by trademark offices in each
respective jurisdiction and no third-party applications or
registrations exist that would bar registration of the Marks.
The local Omani trademark office has requested that all OMAGINE
Marks be "associated" to indicate a common ownership. This
requirement will not alter the applications in any way, except
that the applications will indicate common ownership among the
various OMAGINE Marks. The Company has accepted the association
requirement. Notices of Acceptance to the applications have been
published in Oman and Kuwait for the Marks, and the Company
awaits approval for registration of trademark applications in
due course.

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, that the
Financial Closing will actually occur or that the cash flows as

                            (24)
<PAGE>

projected will actually be realized.

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.

RESULTS OF OPERATIONS:

THREE MONTHS ENDED SEPTEMBER 30, 2008 vs.
THREE MONTHS ENDED SEPTEMBER 30, 2007

Revenue in the third quarter of 2008 was $0, a decrease of
$29,838 as compared to the same period in the previous year.
This decrease was due to the absence of apparel net sales in
the third quarter compared to apparel net sales of $29,838
for the third quarter of 2007.

Cost of Sales for the third quarter of 2008 was $0, a decrease
of $28,177 compared to the same period in the previous year.
This decrease was due to the absence of apparel purchases in the
third quarter compared to apparel purchases of $28,177 in the
third quarter of 2007.

Selling, General and Administrative expenses were $225,274
during the third quarter of 2008, compared to $299,202 in the
third quarter of 2007. This decrease of $73,928 (25%) was
primarily attributable to decreases in stockholder relations
($125,508), travel expense ($20,183), printing and stationary
($13,475), consulting fees ($12,766), offset by increases in

                            (25)
<PAGE>

legal fees ($40,879), officers' compensation ($38,542) and
fringe benefits of ($12,144).

The Company experienced an operating loss of $225,274 during
the third quarter of 2008 as compared to an operating loss of
$297,541 during the same period in 2007. This $72,267 decrease
in the Company's operating loss was primarily attributable to
the decreased Selling, General and Administrative expenses
mentioned above.

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.

No capital expenditures were incurred during the quarterly
period ended September 30, 2008. 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.

NINE MONTHS ENDED SEPTEMBER 30, 2008 vs.
NINE MONTHS ENDED SEPTEMBER 30, 2007

Revenue in the first nine months of 2008 was $0, a decrease
of $30,155 as compared to the same period in the previous year.
This decrease was attributable to the absence of apparel net
sales in 2008 against apparel net sales of $30,155 for 2007.

Cost of Sales for the first nine months of 2008 was $0, a
decrease of $30,155 compared to the same period in the previous
year. This decrease was due to the absence of apparel purchases
in the first nine months of 2008 compared to apparel purchases
of $30,155 in the first nine months of 2007.

Selling, General and Administrative expenses were $797,810
during the first nine months of 2008, compared to $636,316 in
the first nine months of 2007. This increase of $161,494 (25%)
was primarily attributable to the increases in the first nine
months of 2008 of: travel expenses ($39,220), salaries, payroll
taxes and fringe benefits ($150,322), legal fees ($108,421) and
stock option expense ($18,207) offset by decreases in printing

                             (26)
<PAGE>

and stationary ($13,313), consulting fees ($27,672), stockholder
relations ($104,229) and finance charges ($14,028).

The Company sustained a loss from operations of $797,810 during
the first nine months of 2008 as compared to a loss from
operations of $634,403 during the first nine months of 2007.
This $163,407 increase in the Company's loss from operations was
primarily attributable to the increased Selling, General and
Administrative expenses mentioned above.


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 $1,043,190, $767,951 and
$5,900,662 ($820,743 before a non-cash charge of $5,079,919 for
goodwill expense) in its fiscal years 2007, 2006 and 2005,
respectively. The Company's net loss for the nine months ended
September 30, 2008 was $793,812. During the nine months ended
September 30, 2008, the Company experienced a decrease in cash
of $631,895. At September 30, 2008 the Company had a working
capital deficit of $489,840, compared to working capital of
$181,078 at December 31, 2007. The $670,918 reduction in working
capital is attributable to a $631,895 decrease in cash offset by
a $9,173 decrease in other current assets, and a $29,850
increase in current liabilities. Of the $572,090 of current
liabilities at September 30, 2008, $254,382 (45%) represents
amounts due to officers.

The $631,895 decrease in cash during the first nine months of
2008 resulted from the $750,321 decrease in funds used for
operating activities during the period (resulting primarily from
the net loss of $793,812), net of the $118,426 in net proceeds
from the sale of Common Stock to a Director and to another
investor and a loan from an officer.

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

                              (27)
<Page>


ITEM 4:  CONTROLS AND PROCEDURES


Prior to the date of filing this report on Form 10-Q, the
Company carried out an evaluation under the supervision and
participation of management of the effectiveness of the design
and operation of the Company's disclosure controls and
procedures pursuant to the Securities Exchange Act of 1934 Rule
13a-14(c) and 15d-14(c). Based upon that evaluation, the
Company's chief executive and financial officer concluded that
the Company's disclosure controls and procedures are effective
in timely alerting him to material information relating to the
Company that is required to be included in the Company's
periodic SEC filings. 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
evaluation.

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.














                            (28)
<PAGE>

                  PART II   -   OTHER INFORMATION


ITEM 6.    Exhibits


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

Exhibit                                                 Page
Numbers                Description                     Number
-------                -----------                     ------


31             Sarbannes-Oxley 302(A) certification      30

32             Sarbannes-Oxley 1350 certification        32




 (b)             Reports on Form 8-K


On September 30, 2008 the Registrant provided statements from
the Company's President to clarify its present plans and to
update its shareholders regarding the status of its proposed
Omagine Project in Oman.




                     CERTIFICATION PURSUANT TO
           SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Frank J. Drohan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of
Omagine, Inc. ("the Registrant") for the period ended September
30, 2008;

2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a

                            (29)
<PAGE>

material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of,
and for, the periods presented in this quarterly report;

4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14
and 15d-14) for the Registrant and I have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which
this quarterly report is being prepared; and

b) evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
my evaluation as of the Evaluation Date.

5. I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's
board of directors:

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Registrant's internal controls.

                            (30)
<PAGE>
6. I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material
weaknesses.

Date: November 13, 2008

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


The originally executed copy of this certification will be
maintained at the Registrant's offices and will be made
available for inspection upon request.


                     CERTIFICATION PURSUANT TO:
                       18 U.S.C. SECTION 1350
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Omagine, Inc. on Form
10-Q for the period ended September 30, 2008 (the "Report"), as
filed with the Securities and Exchange Commission on the date
hereof, the undersigned certifies, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

        (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

        (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of Omagine, Inc.

/s/Frank J. Drohan
------------------
Frank J. Drohan
Chief Executive & Financial Officer

November 13, 2008
                            (31)
<PAGE>

The originally executed copy of this certification will be
maintained at the Registrant's offices and will be made
available for inspection upon request.

                   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: November 13, 2008             OMAGINE, INC.
                                     (Registrant)


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














                            (32)