FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Howells Keith L
2. Issuer Name and Ticker or Trading Symbol

OMNICOMM SYSTEMS INC [ OMCM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

2101 W. COMMERCIAL BLVD., SUITE 3500
3. Date of Earliest Transaction (MM/DD/YYYY)

12/27/2018
(Street)

FORT LAUDERDALE, FL 33309
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/27/2018 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/27/2018     O (2)    1000000   (1) A $0.25   2361000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant   $0.25   12/27/2018     O   (1) (2)       1000000    11/23/2015   1/1/2019   Common Stock   1000000   $0.03   0   D    

Explanation of Responses:
(1)  On December 27, 2018, OmniComm Systems Inc. (the "Company") issued 1,000,000 shares of common stock to Mr. Howells upon the cash exercise of Warrants at an exercise price of $0.25.
(2)  The original Form 4, filed on December 27, 2018, is being amended by this Form 4 amendment solely to correct an administrative error relating to the transaction codes reported in Box 3 of Table I and Box 4 of Table II. This corrected Form 4 reflects the correct transaction codes of O.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Howells Keith L
2101 W. COMMERCIAL BLVD.
SUITE 3500
FORT LAUDERDALE, FL 33309


Chief Technology Officer

Signatures
/s/ Keith L. Howells 1/4/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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