SecProbe.io

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 MAIL STOP 4-6

      January 12, 2005

Bernard Albanese
President
Interactive Systems Worldwide Inc.
Two Andrews Drive, 2nd Floor
West Paterson, New Jersey 07424-2672

Re:	Interactive Systems Worldwide Inc.
	Registration Statement on Form S-3
      Filed on December 30, 2004
	File No. 333-121772

	Form 10-K for the year ended September 21, 2004
	Filed on December 30, 2004
	File No. 0-21831

Dear Mr. Albanese,

 	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended September 30, 2004

Part II, page 29

Item 8A. Controls and Procedures, page 35
1. We note that you disclose that your Chief Executive Officer and
Chief Financial Officer have concluded that your disclosure
controls
and procedures were effective "in timely manner to alert them to
material information relating to the Company required to be
included
in the Company`s periodic SEC filings."  However, Item 307
requires
that your Chief Executive Officer and Chief Financial Officer
evaluate the effectiveness of your disclosure controls and
procedures
as defined by paragraph (b) of 13a-15 or 15d-15.  In this regard,
your text suggests that the disclosure controls and procedures
that
were evaluated by your Chief Executive Officer and Interim
Financial
Officer were narrower than the disclosure controls and procedures
defined by paragraph (e) of rules 13a-15 and 15d-15.  Accordingly,
supplementally advise whether Interactive Systems` disclosure
controls and procedures were effective as defined in paragraph (e)
of
rules 13a-15 and 15d-15 for the year ended September 30, 2004 and
confirm that Interactive Systems will evaluate its disclosure
controls and procedures required by these rules in all future
periodic reports.

Part III, page 35
2. We note the disclosure on page 35 that you incorporate by
reference Part III information required by Form 10-K from your
definitive proxy statement to be filed on or prior to January 28,
2005.  Be advised that this definitive proxy statement, including
the
Part III information, must be filed prior to effectiveness.
Alternatively you may choose to amend your Form 10-K to include
the
information required by Part III before the effectiveness of this
registration statement.  See H.6 to the Corporate Finance
Telephone
Interpretation Manual publicly available at www.sec.gov.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Jeffrey Werbitt at (202) 942-1957 with any
questions.  If you need further assistance, please contact the
undersigned at (202) 942-1818 or Barbara C. Jacobs, Assistant
Director of the Office of Computers and Online Services, at (202)
942-1800.

						Sincerely,

						Mark P. Shuman
						Branch Chief-Legal
						Office of Computers and Online
Services

cc:	Richard M. Hoffman, Esquire
	Friedman Kaplan Seiler & Adelman LLP
	1633 Broadway
	New York, New York 10019

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Interactive Systems Worldwide Inc.
S-3
January 12, 2005
Page 1 of 4

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