CORRESP 1 filename1.txt 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 ---------------------- Edward L. Marney President and Chief Executive Officer cc Daniel Lee, Esq., Staff Securities and Exchange Commission