Room 4561

	November 17, 2005

Mr. Steve D. Rudnik
President
Magnitude Information Systems, Inc.
401 State Route 24
Chester, New Jersey 07930

Re:	Magnitude Information Systems, Inc.
	Revised Schedule 14A filed October 28, 2005
	File No. 0-32485

Dear Mr. Rudnik:

      We have reviewed your response letter and amended filing and
have the following comments.

Revised Preliminary Proxy Statement on Schedule 14A

General

1. We note that you have yet to file a proxy statement for your
annual meeting for 2005 and that your current proposals regarding
the
election of directors and ratification of accountants are
proposals
typically raised at an annual meeting.  Accordingly, it appears
that
your special meeting is occurring in lieu of your annual meeting
for
2005.  If so, please be aware of your requirements pursuant to
Rule
14a-3(b) under the Exchange Act to furnish certain information to
stockholders.  Please advise us of your intentions to satisfy such
requirements.

Board Meetings and Committees of the Board of Directors, page 10

2. It does not appear that disclosure pursuant to the requirements
of
Item 7(d)(3)(i) of Schedule 14A and Item 306 of Regulation S-B has
been provided.  Please revise as appropriate.

Director Attendance at Special and Annual Meetings of
Shareholders,
page 12

3. Your current disclosure indicates that all directors attended
the
last meeting of stockholders in 2000.  Please revise as
appropriate.

Proposal Two, page 13

4. We note your revised disclosure on pages 16 and 17 of your
proxy
statement with respect to the composition of your outstanding
share
numbers.  It appears, however, that certain numbers do not add up.
For example, the 197,664,628 and 224,035,192 share numbers you
discuss do not appear to equal the aggregate of the securities you
disclose as constituting such share numbers.  Please confirm that
your disclosure is accurate and revise as appropriate.  For the
benefit of your stockholders, please also consider the readability
of
your disclosure.

Where You Can Find More Information, page 22

5. Please update our contact information as we have recently
relocated our offices to 100 F Street, N.E., Washington, D.C.
20549.


*              *              *              *


      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.  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.

      You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions.  If you
need
further assistance, you may contact me at (202) 551-3730.

	Sincerely,


	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile
	Joseph J. Tomasek, Esq.
	75-77 North Bridge Street
	Somerville, New Jersey 08876
	Facsimile:  (908) 429-0400