Edward L. Marney
121 Hillcrest Drive
Stuart, Florida 34996
February 16, 2007
VIA EDGAR AND TELECOPY DELIVERY
Filing Desk
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20005
Attention: Barbara C. Jacobs, Assistant Director
Re: Magnitude Information Systems, Inc.
Amendment No. 5 to Registration Statement on Form SB-2
Commission File No. 333-138961
Dear Assistant Director Jacobs:
On behalf of Magnitude Information Systems, Inc, we hereby request,
pursuant to Rule 461 of the Securities Act of 1933, that the Commission
accelerate the effectiveness of the Company's Form SB-2 registration statement,
as amended, Commission File No. 333-138961, and issue an order of effectiveness
as of 4:00 p.m., eastern time, February 16, 2007.
In connection with the foregoing request for acceleration of the effective
date of the subject pending registration statement, management of the Company
acknowledges 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 adequacy and accuracy of the disclosure in the
filing; and
- the Company may not assert the 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.
Very truly yours,
Magnitude Information Systems, Inc.
By: /s/ Edward L. Marney
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Edward L. Marney
President and Chief Executive
Officer
cc Daniel Lee, Esq., Staff
Securities and Exchange Commission