SecProbe.io

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March 2, 2005

By facsimile to (212) 808-4155 and U.S. Mail

Mr. Michael W. Levin
Chief Executive Officer and President
Media Sciences International, Inc.
8 Allerman Road
Oakland, NJ 07437

RE:	Media Sciences International, Inc.
	Registration Statement on Form S-3
	Filed January 31, 2005
	File No. 333-122400
	Annual Report on Form 10-KSB for the fiscal year ended June
30,
2004 and
	Subsequent Exchange Act Reports
	File No. 1-16053

Dear Mr. Levin:

	We reviewed the filings and have the comments below.

	Where indicated, we think that you should revise the
documents
in response to the comments.  If you disagree, we will consider
your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

S-3

1. If applicable, comments on the S-3 are comments on the 10-KSB
and
subsequent Exchange Act reports and vice versa.

2. It does not appear that Media Sciences is registering any new
shares on this registration statement because the amount of shares
being carried forward from prior registration statements, file
numbers 333-112340 and 333-117779, is equal to the amount of
shares
offered by this prospectus.  If the purpose of this filing is
solely
to combine the prospectuses from those registration statements
under
Rule 429 of Regulation C under the Securities Act, withdraw this
filing, and file a post-effective amendment to the most recent
registration statement, file number 333-117779.  The facing page
of
the post-effective amendment should identify the earlier
registration
statement, and the post-effective amendment should include a
prospectus that covers all of the shares being offered.  See Rule
429
of Regulation C under the Securities Act for additional
information.

3. We note that Media Sciences is attempting to deregister unsold
shares from earlier registration statements.  Explain to us why
Media
Sciences is not carrying forward also these shares.  Are these
registered shares underlying warrants or options that expired
unexercised?  If Media Sciences wishes to deregister shares, Media
Sciences must specify in the explanatory note the number of shares
being deregistered from each registration statement.

4. We are not making any determination whether the disclosure,
including, for example, cautionary language or the disclosure`s
placement, satisfies the sections` requirements if the
registration
statement states that it:

* Includes forward-looking statements within the meaning of
section
27A of the Securities Act and section 21E of the Exchange Act.

* Otherwise makes reference to those provisions.

* Makes reference to the Private Securities Litigation Reform Act
of
1995 generally.

Risk Factors

5. This section`s second sentence states that "Although the
factors
identified below are important factors, those are not the only
ones
facing us."  Since Media Sciences must disclose all risks that it
believes are material, delete this sentence.

Selling Stockholders

6. For a beneficial owner such as 373823 Ontario Ltd. that is not
a
natural person, indicate by footnote or otherwise the natural
person
or persons having sole or shared voting and investment control
over
the securities held by the beneficial owner.  Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov.

7. If any of the selling stockholders is a broker dealer, identify
that stockholder as an underwriter unless it acquired the
securities
as compensation for underwriting activities.  Language such as
"may
be deemed to be" an underwriter is unacceptable if the selling
stockholder is a broker dealer.

8. Identify any selling stockholder that is a broker dealer`s
affiliate, and include disclosure that the selling stockholder:

* Purchased the securities to be resold in the ordinary course of
business.

* Had no agreements or understandings, directly or indirectly,
with
any person to distribute the securities at the time of their
purchase.

If Media Sciences is unable to make the representations noted
above
in the prospectus, Media Sciences must state in the prospectus
that
the selling stockholder is an underwriter.  Language such as "may
be
deemed to be" an underwriter is unacceptable if the selling
stockholder is an affiliate of an underwriter that cannot make
these
representations.

9. Refer to footnote (b).  Disclosure states that a prospectus
supplement will be filed "if required."  Clarify that Media
Sciences
will file a prospectus supplement to name successors to any named
selling stockholders who are able to use the prospectus to resell
the
securities.

10. Refer to footnotes (9) and (10).  Clarify to which line items
in
the table the footnotes refer.

Incorporation of Certain Information by Reference

11. Include Media Sciences` reporting number under the Exchange
Act.
Update this section to incorporate the quarterly report on Form
10-
QSB that was filed on February 14, 2005.

12. Incorporate by reference the December 31, 2004 10-QSB.

Where You Can Find More Information

13. Delete the statement that "The statements in this prospectus
are
qualified in their entirety by reference to the contents of any
agreement or other document incorporated in this prospectus by
reference."  You may qualify information in the prospectus by
reference to information outside the prospectus only where the
form
requires it.  See Rule 411(a) of Regulation C under the Securities
Act.

Exhibit 5.1

14. Since this offering is for the resale of shares already issued
and shares to be issued upon the exercise of warrants and options,
clarify that the outstanding shares "are" legally issued and
shares
underlying options and warrants "will be" legally issued.
Currently,
the opinion suggests that all of the shares have yet to be sold.
Also revise the statement that the registration is "to be filed"
since the registration statement has been filed.

10-KSB

Item 1.  Business

15. We note the disclosure included under "Competition."  In
future
filings, elaborate more specifically upon the competitive
conditions
that exist in Media Sciences` industry and Media Sciences`
competitive position within the industry.  See Item 101(b)(4) of
Regulation S-B.

16. If material, disclose in future filings the names of your
principal suppliers.  See Item 101(b)(5) of Regulation S-B.

17. In future filings, state the duration of any material patent.
See Item 101(b)(7) of Regulation S-B.

Item 6.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

18. It appears to us that the disclosures in your annual and
quarterly MD&A focus on quantifying changes from period to period
but
do not adequately discuss the reasons for the changes and your
expectations about future changes.  In future annual and quarterly
filings, revise MD&A to disclose and discuss:

* The reasons for increases and decreases in net sales, including
the
quantified impact of changes in price and volume.

* The apparent negative trends in gross profit margins and
operating
income, including any actions being taken to address the negative
trends and any expectations about the continuation of these
trends.

19. Tell us why you concluded that your determination of a tax
valuation allowance is not a critical accounting policy.  Tell us,
and disclose in future filings the amount of taxable income that
you
are required to produce to utilize fully your deferred tax assets.

Item 7.  Financial Statements

	Note 1.  Nature of the Business and Summary of Significant
Accounting Policies

		Revenue Recognition

20. Provide us additional information related to the general
nature
and average duration of your service contracts.  Tell us the
percentage of sales attributable to products, the percentage of
sales
attributable to services, and the gross profit margins for
products
and services.  To the extent the gross profit margins vary, revise
MD&A in future filings to disclose and discuss changes in sales of
products and sales of services and the impact of those changes on
gross profit margins and operating income.

	Note 3.  Property and Equipment

21. Provide us additional information related to your accounting
for
the equipment at customer locations.  Tell us the general terms of
your agreements with these customers, and explain to us if and how
locating equipment at customer locations impacts when and how you
recognize revenue.

	Note 5.  Debt

22. In future filings, disclose the weighted average interest rate
on
the revolving line of credit as of each balance sheet date
presented.

	Note 10.  Warranty Expenses

23. We note your disclosure that "it is possible that the warranty
claims may exceed the accrual."  Based on your disclosure, it is
unclear to us whether or not you believe that an additional
material
loss associated with the recall is "reasonably possible" as
defined
in SFAS 5.  If it is, tell us, and disclose in future filings your
estimate of the range of reasonably possible additional loss, or
explain to us why it is impractical to make a reasonable estimate.
See paragraph 10 of SFAS 5.

24. Provide us additional information related to the product
recall
that occurred in January 2002 and the impact of that recall on
your
warranty accruals.  Tell us if the amount of warranties accrued
during the year ended June 30, 2004 is net of the $500,000
insurance
settlement that you received, and tell us that you did not record
separately the settlement in the roll-forward.  Tell us the total
amount of expenses that you recorded related to the recall, the
total
amount reimbursed by your insurer, and when you recorded the
expenses
and reimbursements.  Also tell us why you did not record
separately
the settlement in your statement of operations.

Item 8A.  Controls and Procedures

25. We note your disclosure that management, including your chief
executive officer and principal financial officer, concluded that
Media Sciences` disclosure controls and procedures are effective
in
ensuring that information required to be disclosed by Media
Sciences
in reports that it files or submits under the Exchange Act is
"recorded, processed, summarized and reported within the time
periods
specified in the Securities and Exchange Commission`s rules and
forms."  In future annual and quarterly filings, revise to
clarify,
if true, that your officers concluded that Media Sciences`
disclosure
controls and procedures are also effective to ensure that
information
required to be disclosed in reports that you file or submit under
the
Exchange Act is accumulated and communicated to management,
including
your chief executive officer and principal financial officer, to
allow timely decisions about required disclosure.  See Rule 13a-
15(e)
under the Exchange Act.  Alternatively, your officers may conclude
that Media Sciences` disclosure controls and procedures are
"effective" without defining disclosure controls and procedures.

Item 9.  Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act

26. In future filings, describe in Mr. Alan Bazaar`s biographical
paragraph his business experience during the past five years.  See
Item 401(a)(4) of Regulation S-B.

8-K dated September 30, 2004 and filed October 4, 2004

Exhibit 10

27. Absent an order granting confidential treatment, Item
601(b)(10)
of Regulation S-B requires the filing of material contracts,
including attachments, in their entirety.  Attachments include,
for
example, annexes, appendices, exhibits, and schedules.  Since
Media
Sciences did not file the exhibit`s attachments, revise or advise.

December 31, 2004 10-QSB

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

28. Tell us, and revise MD&A in future filings to explain why:

* Accounts receivable increased at a significantly higher rate
than
sales during the interim period.

* Warranty expense was essentially unchanged during the interim
periods in light of the increases in sales.

29. Tell us, and revise MD&A in future filings to provide a more
comprehensive discussion of your liquidity, particularly in light
of
the fact that there is no additional availability under your line
of
credit.  Also tell us, and revise MD&A in future filings to
provide a
more comprehensive discussion of your most restrictive debt
covenants.

Closing

	File an amendment to the S-3 and, if applicable, to the 8-K
dated September 30, 2004 and filed October 4, 2004 in response to
the
comments.  To expedite our review, you may wish to provide us
three
marked courtesy copies of the amendment.  Include with the filing
any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If you
think
that compliance with any of the comments is

inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included.  Since Media
Sciences
and its management are in possession of all facts relating to the
disclosure in the registration statement, they are responsible for
the adequacy and accuracy of the disclosures that they have made.

      If Media Sciences requests acceleration of the registration
statement`s effectiveness, Media Sciences should furnish a letter
at
the time of the request acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Media Sciences from its full responsibility for the
adequacy
and accuracy of the registration statement`s disclosures.

* Media Sciences may not assert our comments and the declaration
of
the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness.  Allow adequate time after the filing
of
any amendment for further review before submitting a request for
accelera