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MEDIA SCIENCES INTERNATIONAL, INC.

8 ALLERMAN ROAD

OAKLAND, NEW JERSEY 07436

May
19, 2005

VIA FACSIMILE AND
ELECTRONIC TRANSMISSION

Attn.: Bret Johnson, Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

     Re:
     Media Sciences International, Inc.

Item 4.02 form 8-K

Filed:  May 11, 2005

File No. 1-16053

Dear Mr. Johnson:

        This
letter responds to the comments of the Staff of the Commission contained in its letter
dated May 13, 2005 in connection with the above-referenced matter.

          1.

          Media Sciences International, Inc. (the “Company”) was advised on May
          5, 2005 by its independent registered public accountants, J. H. Cohn LLP that
          certain of the Company’s issued and outstanding stock options are subject
          to variable plan accounting treatment under the Financial Accounting Standards
          Board’s Interpretation 44, “Accounting for Certain Transactions
          Involving Stock Compensation an Interpretation of Accounting Principles Board
          Opinion No. 25 (“APB 25”)” (Issue Date 3/00). Accordingly,
          certain previously unrecognized compensation expenses should have been
          recognized in certain of the Company’s previously issued financial
          statements.

The Company’s Form 8-K indicated
that the earliest date of the report was May 5, 2005; however, upon review pursuant to the
comment of the Staff, the Company notes that the Item 4.02 of the Form 8-K did not
indicate the May 5, 2005 date, and, the Company is submitting an amendment to its Form 8-K
to indicate such May 5, 2005 date.

          2.

          After reviewing the matter with its current and former independent registered
          public accounting firms, the Company has identified certain non-cash adjustments
          that necessitate the restatement of its financial statements for each of the
          first two quarters in the fiscal year ending June 30, 2005 and for the fiscal
          year ended June 30, 2004 and for the quarters within the fiscal year ended June
          30, 2004. The Company intends to file amendments to the Forms 10-QSB filed for
          the periods ended September 30, 2004 and December 31, 2004. Further, the Company
          intends to file an amendment to the Form 10-KSB for the annual period ended June
          30, 2004. In the Form 10-KSB/A, in addition to the restatements for the year
          ended June 30, 2004, the Company will include quarterly restatements of the
          Statements of Operations for the periods ended September 30, 2003, December 31,
          2003 and March 31, 2004. The Company intends to file all of the amendments to
          the respective Forms on or before June 15, 2005.

Securities and Exchange
Commission

Page 2 of 2

The Company acknowledges
that:

(a)

         the Company is responsible for the adequacy and accuracy of the disclosure in
          its filings;

(b)

        staff comments or changes to disclosure in response to staff
          comments do not foreclose the Commission from
taking any action with respect to the filing; and

(c)

               the Company may not assert staff comments as a defense in any proceeding
               initiated by the Company or any person under the federal securities laws of the
               United States.

Thank you very much for your
attention to this matter.

Very truly yours,

Media
Sciences International, Inc.

By:   /s/ Denise Hawkins

        Denise Hawkins

        Vice President and Principal Financial Officer