Joseph J. Tomasek, Esq.
                             77 North Bridge Street
                          Somerville, New Jersey 08876


                                February 7, 2007
      FOR THE EXCLUSIVE USE OF THE SECURITIES AND EXCHANGE COMMISSION ONLY

VIA TELECOPY AND EDGAR
Filing Desk
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20005

Attention:  Barbara C. Jacobs, Assistant Director

            Re:   Magnitude Information Systems, Inc. (the "Company")
                  Amendment No. 2, filed February 1, 2007
                  Commission File No. 333-138961

Dear Assistant Director Jacobs:

      Based upon recent  conversations  with the Staff's  reviewer,  Daniel Lee,
Esq.,  it is clear  that the Staff  continues  to view the  issuance  of Company
securities in connection with the negotiated  settlement  transactions  with our
ex-senior officers, Steven D. Rudnik and Steven Jagels, as problematic. In order
to remedy  these  problems  and  expedite  the Staff's  review of the  Company's
pending registration  statement,  the Company proposes to disclose the following
risk factor in its next Amendment:

Remote Possibility of Contingent Liability

While our  registration  statement  was still  pending  and under  review by the
Securities  and  Exchange   Commission,   the  Company   completed  two  private
transactions,  one with its former  President-CEO,  and the second with  another
former  senior  executive  officer.  The  Company  and these  former  executives
negotiated   settlement  agreements  which  included  the  issuance  of  Company
securities in exchange for outstanding Company obligations.  Although we believe
that these two transactions with our former  executives were exempt  securities,
there is a theoretical and remote  possibility  that these  ex-executives  could
attempt to  rescind  their  investments  if it could be  established  that their
exchange agreements,  including their acceptance of Company securities, resulted
from a  general  solicitation,  based  upon our  filed  yet not  then  effective
registration statement on Form SB-2. These ex-executives,  of course, had direct
relationships with Company officers, directors, advisors and shareholders and we
believe they  negotiated  their  respective  exchange  agreements and made their
investment decisions based upon those relationships. We believe, therefore, that
the likelihood of any attempt at rescission is extremely remote.



      Accordingly,  this risk factor  disclosure  provides all potential  public
investors with notice of the remote  rescission  possibility  resulting from the
issuances  of Company  securities  to both  Steven D.  Rudnik and Steven  Jagels
during the Staff's review of the Company's Form SB-2. We look forward to working
with the Staff to complete its review of our pending registration statement.

                                         Very truly yours,


                                         /s/Joseph J. Tomasek
                                         ----------------------------
                                         Joseph J. Tomasek, Esq.


cc: Daniel Lee, Esq.