SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 4561

      November 15, 2005

Steven D. Rudnik
Chief Executive Officer, President and
Director
Magnitude Information Systems, Inc.
401 State Route 24
Chester, NJ 07930

	Re:	Magnitude Information Systems, Inc.
   Form 10-KSB for the Fiscal Year Ended
   December 31, 2004
		Filed March 30, 2005
		File No. 000-32485

Dear Mr. Rudnik:

	We have reviewed your response to our letter dated October
21,
2005 in connection with our review of the above referenced filings
and have the following comments.  Please note that we have limited
our review to the matters addressed in the comments below.  We may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Report of Independent Registered Public Accounting Firm, page 1

1. We note the revisions to your financial statements related to
the
reclassification of certain beneficial conversion rights and
deferred
compensation and the revaluation of options and warrants issued to
non-employees and employees for services.  We also note your
footnote
on page 26 titled, "Restatement of Results."  Tell us how your
auditors considered including a reference in their audit report to
the restatement.  We refer you to AU 561.06.

Consolidated Statement of Stockholders` Equity (Deficit), page 5

2. We note your revised presentation of your statement of
stockholders` equity (deficit) for year ended December 31, 2004.
It
appears that the ending balances at December 31, 2003 do not agree
to
the beginning balances at January 1, 2004 and that certain amounts
for the year ended December 31, 2004 are not in the correct
columns.
Revise your presentation to include the correct amounts, as
necessary, or tell us why such revisions are not necessary.

Restatement of Results, page 26

3. We have reviewed your explanatory note on page 2 of your 10-
KSB/A
and note your statement, "the restatement involves reclassifying
certain equity positions in connection with beneficial conversion
rights accrued to warrants and shares of convertible preferred
stock
issued in 2003 and 2004 as well as the reclassification of
deferred
compensation."  However, in your restatement footnote on page 26,
you
refer only to the restated financial results to reflect a revision
related to the valuation of securities issued to non-employees for
services performed.  Tell us why your restatement footnote does
not
discuss the revisions related to your reclassifications related to
the beneficial conversion rights accrued to warrants and shares of
convertible preferred stock.  Additionally, help us understand
what
the beneficial conversion rights you refer to on page 2 consist of
and provide us with your calculation/analysis of this beneficial
conversion rights as well as the accounting literature you are
relying on.

General

4. Please refer to comment 6 in our letter dated October 21, 2005.
We note in your response that the Company filed a separate
correspondence via Edgar, signed by the executive officers and
directors of the Company, acknowledging your responsibilities as
indicated in our previous comment.  We note, however, that the
correspondence filed via Edgar included was only signed by Mr.
Angelastri.  Was it the Company`s intent to have all named persons
sign the letter?  If so, please revise to include appropriate
signatures.

      * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	You may contact Patrick Gilmore at (202) 551-3406 or me at
(202)
551-3730 if you have questions regarding comments on the financial
statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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Steven D. Rudnik
Magnitude Information Systems, Inc.
November 15, 2005
Page 1

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