Abstract. We prove that odd perfect numbers not divisible by 3 have at least eleven distinct prime factors.1. N is called a perfect number if a(7V) = 27V, where a(TV) is the sum of positive divisors of TV. Twenty-seven even perfect numbers are known; however, no odd perfect (OP) numbers have been found.Suppose TV is OP and 6. Pomerance (1972, [7]) and Robbins (1972) proved that «(TV) > 1. Hagis (1975, [2]) and Chein (1978, [1]) proved that 100129, and Pomerance [8] proved that the second largest prime factor of TV > 139.If 31 TV, then Kanold (1949) proved that co(TV) s= 9, and the author (1977, [4]) proved that to(TV) > 10.In this paper we prove Theorem. If N is OP and3\N, then 11.2. In the remainder of this paper we assume that TV is OP and