OPTIMIZERX
CORPORATION
407
SIXTH STREET
ROCHESTER,
MI 48307
February
12, 2009
VIA FACSIMILE (202-772-9210)
AND EDGAR
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Attention: David
Orlic, Special Counsel
Re: OptimizeRx
Corporation
Registration Statement on Form
S-1
File
No. 333-155280
Ladies
and Gentlemen:
We hereby withdraw our acceleration
letter dated February 11, 2009 and hereby replace such letter with this request.
Pursuant to Rule 461 of the General Rules and Regulations under the Securities
Act of 1933, as amended (the “Act”), OptimizeRX Corporation (the “Company”)
respectfully requests that the effective date of the registration statement
referred to above be accelerated so that it will become effective at 11:00 a.m.,
Eastern Time, Thursday, February 12, 2009 or as soon thereafter as
possible
We hereby
acknowledge the following:
|
·
|
that
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the
filing;
|
|
·
|
the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
|
|
·
|
the
Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.
|
| OptimizeRX Corporation | |||
|
|
By:
|
/s/ David A Harrell | |
| Name: | David A Harrell | ||
| Title: | Chief Executive Officer | ||