Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Bettis Carr

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/4/2018

3. Issuer Name and Ticker or Trading Symbol

AUDIOEYE INC [AEYE]

(Last) (First) (Middle)

C/O AUDIOEYE INC, 5210 E. WILLIAMS CIRCLE, SUITE 750

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Exec Chrmn/Chrmn of the Board /

(Street)

TUCSON, AZ 85711

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
9/4/2018

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	128180 ⁽¹⁾	D
Common Stock	27593 ⁽²⁾	I	J. Carr & Stephanie V. Bettis Revocable Trust, Dated January 1, 2003 ⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	10000 ⁽⁵⁾	⁽⁶⁾⁽⁷⁾	I	J. Carr & Stephanie V. Bettis Revocable Trust, Dated January 1, 2003 ⁽³⁾

Explanation of Responses:
(1)	The reporting person's Form 3 filed on September 4, 2018, and subsequent Form 4s, inadvertently understated the reporting person's direct holdings by 840 shares.
(2)	The reporting person's Form 3 filed on September 4, 2018, and subsequent Form 4s, inadvertently reported certain shares of Series A Convertible Preferred Stock held by the J. Carr & Stephanie V. Bettis Revocable Trust, Dated 1/1/03 (the "Trust") as shares of common stock, overstating the number of shares of common stock held by the Trust by 27,263 shares.
(3)	Dr. Bettis is deemed to be a beneficial owner of the J. Carr & Stephanie V. Bettis Revocable Trust, dated January 1, 2003.
(4)	The shares of Series A Preferred Stock were immediately convertible upon issuance and do not expire.
(5)	The reporting person's Form 3 filed on September 4, 2018, and subsequent Form 4s, inadvertently overstated the number shares of Series A Preferred Stock held by the Trust by 16,801 shares.
(6)	Each share of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD").
(7)	Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared. Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bettis Carr C/O AUDIOEYE INC 5210 E. WILLIAMS CIRCLE, SUITE 750 TUCSON, AZ 85711	X	X	Exec Chrmn/Chrmn of the Board