FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


|X|   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

                        For Quarter Ended March 31, 2004

                                       OR

|_|   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the Transition Period from _______ to _______

                         Commission file number 33-20432

                       MAGNITUDE INFORMATION SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

                               Delaware 75-2228828
                     ------------------------------------------
                  (State or other Jurisdiction of (IRS Employer
               Incorporation or Organization) Identification No.)

                  401 State Route 24, Chester, New Jersey     07930
               -------------------------------------------------------
               (Address of Principal Executive Office)     (Zip Code)

                                 (908) 879-2722
                                 --------------
               (Registrant's telephone number including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                            Yes     |X|       No     |_|

      The number of shares of  Registrant's  Common  Stock,  $0.0001  par value,
outstanding as of May 5, 2004, was 79,624,641 shares.


<PAGE>


              MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES


                                      INDEX

<TABLE>
<CAPTION>
                                                                               Page
                                                                              Number
<S>                                                                           <C>
PART  1  -  FINANCIAL INFORMATION

Item 1   Financial Statements (unaudited)

         Consolidated Balance Sheet
          - March 31, 2004                                                      3

         Consolidated Statements of Operations
          - Three months ended March 31, 2004 and 2003                          4

         Consolidated Statements of Cash Flows
          - Three months ended March 31, 2004 and 2003                          5

         Notes to Consolidated Financial Statements                             6 - 12


Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                              13 - 14

Item 3   Controls and Procedures                                                15


PART II  -  OTHER INFORMATION                                                   16 - 17


SIGNATURES                                                                      18


Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002        19 - 20
</TABLE>


                                       2
<PAGE>


PART I  - ITEM 1

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                                            March 31, 2004
                                                                                  --------------
<S>                                                                                <C>
     Current Assets
     Cash ......................................................................   $    100,825
     Accounts receivable, net of allowance for
        doubtful accounts of $212 ..............................................         21,014
     Miscellaneous receivables .................................................          1,800
     Inventories ...............................................................         26,917
     Prepaid expenses ..........................................................        243,278
                                                                                   ------------
        Total Current Assets ...................................................        393,834
     Property and equipment, net of accumulated
        depreciation of $137,404 ...............................................         15,983
     Software, net of accumulated amortization of $924,318 .....................        582,972
     Other assets ..............................................................         43,432
                                                                                   ------------
TOTAL ASSETS ...................................................................      1,036,221
                                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY (IMPAIRMENT)
LIABILITIES
     Accounts payable and accrued expenses .....................................        311,565
     Deferred revenue ..........................................................         48,279
     Dividends payable .........................................................        416,948
     Loans and notes payable ...................................................        100,000
     Current maturities of long-term debt ......................................        133,419
     Current maturities of capitalized lease obligations .......................          2,805
                                                                                   ------------
        Total Current Liabilities ..............................................      1,013,016
     Capitalized lease obligations, less current portion .......................          3,234
                                                                                   ------------
TOTAL LIABILITIES ..............................................................      1,016,250

STOCKHOLDERS' EQUITY
     Preferred Stock, $0.001 par value, non-voting, 3,000,000 shares authorized:
     2,500 shares have been designated Cumulative Preferred Stock,
     of which 1 share is issued and outstanding ................................              0
     300,000 shares have been designated Series A Convertible Preferred Stock,
     350,000 shares have been designated Series B Convertible Preferred Stock,
     120,000 shares have been designated Series C Convertible Preferred Stock,
     500,000 shares have been designated Series D Convertible Preferred Stock,
     500,000 shares have been designated Series E Convertible Preferred Stock,
     of which a combined total 526,582 shares are issued and outstanding .......            527
     Common Stock, $0.0001 par value, 100,000,000 shares authorized,
     79,482,141 shares are issued and outstanding ..............................          7,948
     Additional paid-in capital ................................................     25,136,459
     Accumulated deficit .......................................................    (25,124,963)
                                                                                   ------------
TOTAL STOCKHOLDERS' EQUITY .....................................................         19,971

TOTAL LIABILITIES AND EQUITY ...................................................   $  1,036,221
                                                                                   ============
</TABLE>


                 See notes to consolidated financial statements



                                       3
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                              March 31,
                                                        2004            2003
                                                    ------------    ------------
<S>                                                 <C>             <C>
Total Revenues ..................................   $     44,580    $     35,452

     Cost of Goods Sold .........................         38,955          38,987
                                                    ------------    ------------

Gross Profit ....................................          5,625          (3,535)

     Selling expenses ...........................        118,237         154,596
     Stock-based compensation ...................        150,055         146,006
     General & administrative expenses ..........        434,050         373,696
                                                    ------------    ------------

Operating (Loss) ................................       (696,717)       (677,833)

     Interest expense, net ......................         (5,796)         (6,583)
                                                    ------------    ------------
Non-Operating Income (Expense) ..................         (5,796)         (6,583)
                                                    ------------    ------------

Net (Loss) before taxes .........................       (702,513)       (684,416)

     Provision for income taxes .................              0               0
Net (Loss) ......................................   $   (702,513)   $   (684,416)
                                                    ============    ============

Dividends accrued on preferred stock ............         57,380          28,817
Amortized discount on convertible preferred stock        716,436               0

Net (Loss) applicable to common shareholders ....   $ (1,476,329)   $   (713,233)
                                                    ============    ============
Loss per Common Share ...........................   $      (0.02)   $      (0.01)
                                                    ============    ============
Weighted Average Number of
     Common Shares Outstanding ..................     78,136,586      60,469,245
                                                    ============    ============
</TABLE>


                See notes to consolidated financial statements


                                       4
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                               March 31,
                                                          2004            2003
                                                     ------------    ------------
<S>                                                  <C>             <C>
Cash Flows from Operating Activities
     Net (loss) ..................................   $   (702,513)   $   (684,416)
     Adjustments to net (loss)
        Depreciation and amortization ............         41,453          50,746
        Securities issued for expenses and debt ..        276,350         146,006
     Decreases (increases) in Assets
        Accounts receivable ......................         14,827         (34,261)
        Miscellaneous receivables ................           --             1,458
        Prepaid expenses .........................       (166,180)       (124,600)
        Other assets .............................          5,693            --
     Increases (decreases) in Liabilities
        Deferred revenues ........................         50,041            (386)
        Change in prepayments ....................           --            35,925
        Accounts payable and accrued expenses ....       (111,894)         55,989
                                                     ------------    ------------
Net Cash (Used) by Operating Activities ..........       (592,223)       (553,539)

Cash Flows from Investing Activities
     Purchases of equipment and fixtures .........         (3,443)         (1,885)
                                                     ------------    ------------
Net Cash (Used) by Investing Activities ..........         (3,443)         (1,885)

Cash Flows from Financing Activities
     Proceeds from notes payable .................           --           139,500
     Repayment of loans and notes ................       (282,851)           --
     Issuance of common and preferred stock ......        881,364         407,553
                                                     ------------    ------------
Net Cash Provided by Financing Activities ........        598,513         547,053
Net Increase (Decrease) in Cash ..................          2,847          (8,371)
Cash at Beginning of Period ......................         97,978           9,976
                                                     ------------    ------------
Cash at End of Period ............................   $    100,825    $      1,605
                                                     ============    ============
</TABLE>


                 See notes to consolidated financial statements


                                       5
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Nature of Organization

         Magnitude  Information Systems, Inc. (the "Company" or "Magnitude") was
         incorporated as a Delaware corporation on April 19, 1988 under the name
         Fortunistics Inc. On November 18, 1998, the Company changed its name to
         Magnitude Information Systems, Inc.

         The Company's  primary  product is an integrated  suite of  proprietary
         software  modules  marketed  under the name  ErgoManager(TM)  which are
         designed to help  individual  computer  users and  businesses  increase
         productivity and reduce the risk of potentially  preventable repetitive
         stress injury (RSI). These software modules can be applied individually
         or together in a comprehensive ergonomic and early intervention program
         that seeks to modify a user's  behavior by  monitoring  computer  usage
         patterns over time and warning the user when to break a dangerous trend
         in repetitive  usage of an input  device,  such as a keyboard or mouse.
         The product was developed to train people working on computers, monitor
         computer-use related activities and evaluate a user's risk exposure and
         propensity  towards injury or loss of  effectiveness in connection with
         his/her  day-to-day work.  Moreover,  the software enables a company to
         not only address the issue of health risks  involving  employees and to
         minimize resulting potential liabilities,  but delivers a powerful tool
         to increase overall productivity.

         On June 24, 1997,  the Company  extended a stock  exchange offer to the
         shareholders   of   Magnitude,   Inc.,  a  Delaware   corporation   and
         manufacturer  of  ergonomic  keyboarding  systems.  At the time of this
         submission,  holders  of 99.4% of  Magnitude,  Inc.  common  stock have
         tendered their shares. The remaining Magnitude,  Inc. shareholders hold
         a minority  interest  which is valued at $0. The Company and Magnitude,
         Inc.  remain as two separate legal  entities  whereby  Magnitude,  Inc.
         operates as a subsidiary  of Magnitude  Information  Systems,  Inc. The
         operations of the combined entity are currently comprised solely of the
         operations of Magnitude, Inc.

     Basis of Presentation

         The accompanying  unaudited consolidated financial statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim  financial  statements  and with the  instructions  to Form
         10-QSB  and  Article 10 of  Regulation  S-X.  Accordingly,  they do not
         include all of the  information  and  disclosures  required  for annual
         financial  statements.  These  financial  statements  should be read in
         conjunction  with the  consolidated  financial  statements  and related
         footnotes  included in the  Company's  annual report on Form 10-KSB for
         the year ended December 31, 2003.

         In the opinion of the Company's management, all adjustments (consisting
         of normal recurring accruals) necessary to present fairly the Company's
         financial  position as of March 31, 2004, the results of operations for
         the three months ended March 31, 2004 and 2003,  and the cash flows for
         the three months ended March 31, 2004 and 2003, have been included.



                                       6
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

     Principles of Consolidation

         The consolidated financial statements include the accounts of Magnitude
         Information  Systems,  Inc.  and its  subsidiary  Magnitude,  Inc.  All
         significant   inter-company   balances  and   transactions   have  been
         eliminated.

     Inventories

         Inventory  consists of  finished  goods that are stated at the lower of
         cost (determined by the first-in, first out method) or market.

     Depreciation and Amortization

         Property and equipment are recorded at cost. Depreciation on equipment,
         furniture  and fixtures and leasehold  improvements  is computed on the
         straight-line  method over the  estimated  useful  lives of such assets
         between 3-10 years.  Maintenance  and repairs are charged to operations
         as incurred. Software assets are capitalized at the fair value of stock
         exchanged/granted   upon   acquisition   and  are   amortized   on  the
         straight-line method on a  product-by-product  basis over the estimated
         economic life of the products which has been determined to be 10 years.

     Securities Issued for Services

         The Company accounts for stock, stock options and stock warrants issued
         for services and  compensation  by employees  under the intrinsic value
         method. For non-employees, the fair market value of the Company's stock
         on the date of stock  issuance  or  option/grant  is used.  The Company
         determined the fair market value of the  warrants/options  issued under
         the Black-Scholes Pricing Model. Effective January 1, 1996, the Company
         adopted  Statement of  Financial  Accounting  Standard  (SFAS) No. 123,
         "Accounting  for  Stock-based  Compensation".  The statement  generally
         suggests,  but  does not  require,  employee  stock-based  compensation
         transactions  to be  accounted  for  based  on the  fair  value  of the
         services rendered or the fair value of the equity  instruments  issued,
         whichever is more reliably  measurable.  As permitted by the statement,
         the  Company has  elected to  continue  to follow the  requirements  of
         Accounting  Principles  Board  Opinion  No. 25,  "Accounting  for Stock
         Issued to Employees'  for employees  under the intrinsic  value method.
         The  adoption  of SFAS No. 123 does not have a  material  impact on the
         financial statements.

     Income Taxes

         The  Company  provides  for income  taxes  based on enacted tax law and
         statutory  tax rates at which items of income and expenses are expected
         to be settled in the  Company's  income tax  return.  Certain  items of
         revenue and expense are  reported  for Federal  income tax  purposes in
         different  periods  than  for  financial  reporting  purposes,  thereby
         resulting in deferred income taxes.  Deferred taxes are also recognized
         for  operating  losses  that are  available  to offset  future  taxable
         income.  Valuation  allowances are established when necessary to reduce
         deferred tax assets to the amount expected to be realized.  The Company
         has  incurred  net  operating   losses  for   financial-reporting   and
         tax-reporting purposes.  Accordingly,  for Federal and state income tax
         purposes,  the benefit for income  taxes has been offset  entirely by a
         valuation  allowance against the related federal and state deferred tax
         asset for the year ended December 31, 2003.


                                       7
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

     Net Loss Per Share
         Net loss per share,  in  accordance  with the  provisions  of Financial
         Accounting Standards Board No. 128, "Earnings Per Share" is computed by
         dividing  net loss by the weighted  average  number of shares of Common
         Stock outstanding during the period.  Common Stock equivalents have not
         been   included  in  this   computation   since  the  effect  would  be
         anti-dilutive.

     Revenue Recognition
         The  Company's  revenue  recognition  policy for  software  sales is in
         accordance  with  Accounting  Statement  of Position  97-2.  Revenue is
         recognized  at the  time  of  licensing  provided  that  the  resulting
         receivable  position is deemed  probable of collection  and is fixed or
         determinable. Revenue from software maintenance contracts is recognized
         ratably as earned.  Where a sales contract includes multiple  elements,
         revenues   are   allocated   to   the   various   elements   based   on
         Company-specific  objective  evidence of fair value,  regardless of any
         separate  prices  for  each  element  that  may be  stated  within  the
         contract.

     Use of Estimates
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.


GOING CONCERN

     The ability of the Company to  continue  its  operations  is  dependent  on
     increasing sales and obtaining  additional capital and financing.  In their
     report for the fiscal  year ended  December  31,  2003,  our  auditors  had
     expressed an opinion  that, as a result of the losses  incurred,  there was
     substantial doubt regarding our ability to continue as a going concern. The
     accompanying financial statements do not include any adjustments that might
     be  necessary  if the Company  were unable to continue as a going  concern.
     During  the last two years and the first  quarter in 2004 the  Company  has
     relied on the private  placement of its common and preferred  stock to fund
     its  operations.  Management's  plans are to  continue  seeking  additional
     working  capital  through  equity  and debt  placements  with  private  and
     institutional investors.


                                       8
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

     The Company  maintains cash balances in a financial  institution  which are
     insured  by the  Federal  Deposit  Insurance  Corporation  up to  $100,000.
     Balances in these  accounts  may, at times,  exceed the  federally  insured
     limits.

     The Company  provides  credit in the normal course of business to customers
     located  throughout  the U.S. and overseas.  The Company  performs  ongoing
     credit  evaluations of its customers and maintains  allowances for doubtful
     accounts  based  on  factors   surrounding  the  credit  risk  of  specific
     customers, historical trends, and other information.

PREPAID EXPENSES

     The major positions in Prepaid  Expenses at the end of the quarter included
     $75,000  representing  the value of the unamortized  portion of part of the
     Company's  chief  executive  officer's base salary for the remainder of the
     current year which was prepaid in January  2004 in the form of  convertible
     preferred  stock  and  warrants,  in  lieu  of  cash  (see  "Related  Party
     Transactions").  Also included were approximately $116,000 representing the
     value of restricted  stock and options  issued to certain  consultants  for
     services to be  rendered  in the near  future,  and  approximately  $22,000
     prepaid insurance costs.

PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
<S>                                                                                       <C>
     Property and equipment consist of the following at March 31, 2004:
              Equipment                                                                    $       81,157
              Furniture and fixtures                                                               72,230
                                                                                           --------------

                                                                                                  153,387

              Less accumulated depreciation                                                       137,404
                                                                                           --------------

                                        Total                                              $       15,983
                                                                                           ==============
</TABLE>


Depreciation  expense charged to operations was $2,472 in the first three months
of 2004 and $11,767 in the first three months of 2003.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts  payable and accrued  expenses  consisted of the following at March 31,
2004:

<TABLE>
<CAPTION>
<S>                                                                                       <C>
              Accounts payable                                                             $     129,266

              Accrued interest                                                                    54,069

              Accrued commissions                                                                 10,118

              Accrued salaries, bonuses, vacations                                                47,933

              Accrued professional fees                                                           58,709

              Miscellaneous accruals                                                              11,470
                                                                                           -------------

                                    Total                                                  $     311,565
                                                                                           =============
</TABLE>


                                       9
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

DEFERRED REVENUES

      Deferred  revenues  at  March  31,  2004,   consist  of  prepaid  software
      maintenance  and support  charges  which are  amortized  ratably  over the
      remaining duration of the underlying maintenance agreements.

LOANS AND NOTES PAYABLE

      At March 31, 2004,  Magnitude,  Inc. and the Company had borrowings  under
      short term loan agreements with the following terms and conditions:

<TABLE>
<CAPTION>
<S>                                                                                              <C>
      On December 4, 1996,  Magnitude,  Inc.  repurchased  500,000 shares of its
      common  stock and  retired  same  against  issuance of a  promissory  note
      maturing twelve months  thereafter  accruing  interest at 5% per annum and
      due December 4, 1998. This note is overdue at March 31, 2004 and no demand
      for payment has been made.                                                                   $     75,000

      At  December  31, 1999 the Company  had  $1,475,000  of notes  outstanding
      related to a June 1995 private placement offering. During 2000 the holders
      of  $1,450,000  worth of notes  agreed  to  accept  partial  repayment  of
      approximately  30%  of the  note  balances  and  converted  the  remaining
      balances into common shares or  convertible  preferred  shares.  The total
      amount of  non-converted  notes  outstanding at March 31, 2004 is $25,000.
      Attempts to locate the holder of this note, to settle this liability, have
      been unsuccessful.                                                                                 25,000


                                                                                                   ------------

         Total                                                                                     $    100,000
                                                                                                   ============
</TABLE>


                                       10
<PAGE>


LONG TERM DEBT

<TABLE>
<CAPTION>
<S>                                                                                                      <C>
      Long-term  debt as of March  31,  2004,  is  comprised  of the  following:
      Pursuant to the February 2, 1998, Agreement and Plan of Merger with Rolina
      Corporation,  the Company had issued  155,556 shares (the "Shares") of its
      common stock to the principal of Rolina  Corporation who currently  serves
      as the  Company's  Chief  Executive  Officer and Board  Chairman,  and had
      issued a Put  Option  for such  Shares  at a price of $2.41  per  share in
      accordance with the provisions contained therein, with notice for exercise
      eligible to be given at any time after  February 1, 2000,  and before 5:00
      p.m. on the 90th day  thereafter.  This  liability  was  converted  into a
      Company  obligation for $274,890 maturing March 31, 2002 and a demand loan
      for  $100,000  both  carrying  interest  at  the  rate  of  7%  per  year,
      subsequently increased to 10%, payable monthly. The demand portion of this
      note was  repaid  in April  2002  and the due  date  for  $274,890  of the
      remaining  balance was extended to July 1, 2003.  During the first quarter
      of 2004,  $175,000 was repaid and the  maturity of the unpaid  balance was
      changed  to  January 1, 2005.  The  obligation  includes  an option to the
      holder for  conversion  of the  outstanding  principal  into shares of the
      Company's  convertible  preferred  stock and warrants at the rate of $0.06
      per common share equivalent.                                                                           $     99,890

      Discounted present value of a non-interest bearing $70,000 settlement with
      a former  investor  of  Magnitude,  Inc.  to be paid in  monthly  payments                                   33,529
      commencing  July 1, 1997.  The imputed  interest rate used to discount the                             ------------
      note is 8% per annum. This obligation is in default.


             Total                                                                                                133,419
             Less current maturities                                                                              133,419
                                                                                                             ------------
             Long-term debt, net of current maturities                                                       $          0
                                                                                                             ============
</TABLE>
  INCOME TAXES

      At December 31, 2003,  the Company had net operating  loss  carry-forwards
      approximating  $22,043,000  for federal  income tax purposes  which expire
      between  the  years  2007 and  2023  and are  subject  to  certain  annual
      limitations. At December 31, 2003, the Company has available approximately
      $4,905,000 of net operating losses to carry-forward  and which may be used
      to reduce future state taxable income which expire December 31, 2010.


      The Company's total deferred tax asset and valuation allowance at December
      31, 2003 are as follows:
            Total deferred tax asset, non-current                   $ 7,274,000
            Less valuation allowance                                 (7,274,000)
                                                                    -----------
            Net deferred tax asset                                  $        --
                                                                    ===========

COMMITMENTS AND CONTINGENCIES

   Lease Agreement
      On March 15, 2000, the Company  entered into a lease  agreement for office
      space which is utilized for the Company's  principal  offices.  Such lease
      commenced  April  15,  2000 and  expires  on March 31,  2005 and  requires
      monthly  payments of $6,500 from April 15, 2000 through March 31, 2002; of
      $6,695  thereafter  through March 31, 2003; of $6,896  thereafter  through
      March 31, 2004; and of $7,103 thereafter through March 31, 2005. In August
      2002  the  Company  rented   additional  office  space  at  this  location
      commencing  September 1, 2002. The add-on rental requires monthly payments
      of $1,955 throughout the remainder of the original lease term.


                                       11
<PAGE>


               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004

COMMITMENTS AND CONTINGENCIES, continued


     Under the lease  agreement,  the Company is required to make future minimum
     lease  payments  as follows  in  addition  to a  pro-rata  share of certain
     operating expenses:

          Year Ending December 31,
                  2004                                              84,615
                  2005                                              21,309
                                                              ------------
                  Total                                       $    105,924
                                                              ============

  Employment Agreements

     The  Company  has  entered  into  employment  agreements  with  certain key
     personnel  which provide for a base salary,  yearly bonuses in common stock
     and/or  options  of the  Company  and other  benefits.  Termination  of the
     agreements may be made by either party with advance notice.

RELATED PARTY TRANSACTIONS

     In January 2004, the Company and its President and Chief Executive  Officer
     agreed to convert  most of his base  salary for the  remainder  of the year
     2004 into 16,667 shares of convertible  preferred  stock,  convertible into
     1,666,667  restricted  common  shares,  and 833,333  warrants,  exercisable
     during  three  years at the price of $0.15 per share,  in lieu of  $100,000
     cash. The Company also repaid $239,088 notes payable due to this officer.

     During the first  quarter in 2004,  an outside  director of the Company was
     awarded a stock grant for 150,000  restricted  common shares,  for services
     rendered.  The same  director  exercised  an option for 250,000  restricted
     common  shares at the price of $0.01 per share which option was acquired by
     him in a private transaction with an unrelated party.


                                       12
<PAGE>


ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CAUTIONARY  STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934

Except for historical  information,  the Company's reports to the Securities and
Exchange  Commission on Form 10-KSB and Form 10-QSB and periodic press releases,
as well as other  public  documents  and  statements,  contain  "forward-looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934.  Forward-looking  statements are subject to risks and  uncertainties  that
could cause actual results to differ  materially from those expressed or implied
by the statements.  These risks and  uncertainties  include general economic and
business  conditions,   development  and  market  acceptance  of  the  Company's
products, and other risks and uncertainties  identified in the Company's reports
to the Securities and Exchange  Commission,  periodic press  releases,  or other
public documents or statements.

Readers are cautioned not to place undue reliance on forward-looking statements.
The Company  undertakes  no  obligation  to republish or revise  forward-looking
statements  to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrences of unanticipated events.


RESULTS OF OPERATIONS:

During the first  quarter in 2004 our efforts were  focused on further  refining
our marketing  strategy that emphasizes a leveraging of certain  characteristics
of our  software  products  for the  purpose of  providing  clients  with unique
management tools for operations  control and risk  management.  Negotiations for
company-wide  deployment of our software  products with several well known large
corporate  clients have progressed  satisfactorily  although at the time of this
report,  larger contracts are still in the negotiation  stage.  These efforts go
hand-in-hand with a program of co-marketing the Company's products together with
selected  partners in the insurance and risk management  industry.  We expect to
conclude such  discussions  with finalized joint venture  agreements in the very
near future.

For the quarter  ended  March 31,  2004,  the  Company had  revenues of $44,580,
compared to $35,452 achieved in the first quarter of 2003. Revenues consisted of
$25,910 licensing fees for our software products and $18,670 for maintenance and
support services. Total orders booked during the quarter amounted to $76,218.

Gross profits amounted to $5,625. Gross profits are burdened with a fixed charge
for amortization of certain  proprietary  software assets.  Such software assets
underlie the Company's  products and are being amortized on a straight line over
10 years,  resulting  in a level  charge of  approximately  $13,000 per month to
cost-of-goods-sold.  Owing to the fact that variable cost-of-goods-sold expenses
are less than 5%, the gross margins will increase with larger  revenues,  as the
portion of fixed expenses  decreases  relatively.  After deducting selling - and
general and  administrative  expenses of $702,342 which increased by 4% over the
$674,298  recorded in 2003,  the Company  realized an operating loss of $696,717
compared  to an  operating  loss of  $677,833  in 2003.  Non-operating  expenses
consisted of $5,796 net interest expense.  The quarter concluded with a net loss
of $702,513 compared to a loss of $684,416 in the first three months of 2003.

After  accounting  for dividend  accruals on outstanding  preferred  stock which
totaled  $57,380,  and an  accounting  charge to  capital  for  amortization  of
discount  for  warrants  issued in  connection  with the  placement  of  certain
convertible  stock,  amounting to $716,436,  the net loss  applicable  to common
shareholders  was $1,476,329 or $0.02 per share,  compared to a loss of $713,233
or $0.01 per share for the same quarter in the previous year.


                                       13
<PAGE>


Liquidity and Capital Resources

The Company's  liquidity showed a relative  improvement during the quarter, as a
result of the successful conclusion of a round of private equity placements. The
Company obtained approximately $880,000 cash from such transactions.

At March 31, 2004, the deficit in working capital amounted to $619,182, compared
to $968,183 at  December  31,  2003.  Stockholders'  equity  showed a surplus of
$19,971 at the end of the quarter,  compared to an impairment of $377,851 at the
beginning  of  the  year.  The  negative  cash  flow  from  operations   totaled
approximately $592,000 and was financed by new equity which was obtained through
the placement of convertible  preferred stock with accredited private investors.
Details of such transactions can be found in the "Changes in Securities" section
in this  report.  In February  2004,  the  Company had filed a new  registration
statement  on Form SB-2 and an  amendment  to a  previously  filed  registration
statement on Form SB-2,  both of which covered common shares  directly issued as
well as common shares  underlying the previously  issued  convertible  preferred
stock and warrants,  in connection with these and prior financing  transactions.
These  filings  are  currently  under  review  by the  Securities  and  Exchange
Commission.

At the time of this submission,  the Company had no bank debt. At March 31, 2004
our short-term  liabilities,  aside from trade  payables and accruals,  included
certain notes aggregating $233,419 of which $99,890 was owed to the chairman and
chief executive  officer of the Company in form of a demand note (see "Long Term
Debt").  Also  included  are  416,948  in  accrued  dividends,  most of which on
outstanding  series A, C, and D preferred  stock which in view of the absence of
surplus funds, management does not plan to liquidate in the immediate future.

Current cash reserves and net cash flow from operations expected during the near
future are  inadequate  when measured  against  present and  anticipated  future
needs.  In order to remedy the resulting  liquidity  constraints and address any
"going-concern"  issues,  management  is  continuing  negotiations  with several
financing sources with the goal of obtaining commitments for further investments
in form of debt or equity  capital,  to be funded  during the upcoming  quarter.
There can be no assurance,  however,  that these  negotiations  will lead to the
desired outcome.


                                       14
<PAGE>


ITEM 3.    CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure Controls and Procedures.

      Prior to the filing  date of this  Quarterly  Report on Form  10-QSB,  our
Chief  Executive   Officer  and  our  Chief  Financial   Officer  evaluated  the
effectiveness  of our  disclosure  controls  and  procedures  as defined in Rule
13a-14(c)  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act").  Based upon that  evaluation,  the Chief Executive  Officer and the Chief
Financial  Officer,  have  concluded  that our current  disclosure  controls and
procedures are adequate and effective to ensure that information  required to be
disclosed in the reports we file under the Exchange Act is recorded,  processed,
summarized and reported on a timely basis.

         (b) Changes in Internal Controls.

      There have been no  significant  changes in our  internal  controls  or in
other factors that could  significantly  affect internal controls  subsequent to
the date of their  evaluation  by the  Chief  Executive  Officer  and the  Chief
Financial Officer.


                                       15
<PAGE>


PART  II  -  OTHER INFORMATION

Item 1   LEGAL PROCEEDINGS

     The Company is not a party in any legal proceedings.

Item 2   CHANGES IN SECURITIES

     a) - None
     b) - None
     c) Issuance of unregistered securities

        During  the  quarter  ended  March 31,  2004,  the  Company  issued  the
following unregistered securities:

      (i)   1,145,000  shares  of  common  stock  and  1,900  shares of Series E
            Convertible  Preferred Stock convertible into 190,000 common shares,
            accompanied  by warrants for the purchase of 95,000 common shares at
            the price of $0.15 per  share,  to three  consultants  for  investor
            relations and general business consulting services.

      (ii)  673,333  shares of common  stock to a  financial  services  firm for
            finder's   fees  in  connection   with  the  private   placement  of
            convertible preferred stock.

      (iii) 50,000 shares of common stock in lieu of cash, for rent expenses.

      (iv)  150,000 shares of common stock to an outside director of the Company
            for services  rendered.  The same director was issued 250,000 shares
            pursuant  to his  exercise  of an  option  at the price of $0.01 per
            share which option was acquired by him in a private transaction with
            an unrelated party.

      (v)   156,993 shares of Series E Convertible  Preferred Stock  convertible
            into  15,699,333  common  shares,  accompanied  by warrants  for the
            purchase of 7,849,667 common shares at the price of $0.15 per share,
            to thirty-nine  accredited  investors  pursuant to private placement
            subscriptions,  issued in reliance upon  exemptions  provided  under
            Section  4(2),  Rule 506 of  Regulation  D and  Regulation  S of the
            Securities Act,  altogether  resulting in the receipt by the Company
            of approximately $880,000 in cash.

      (vi)  16,667 shares of Series E Convertible  Preferred  Stock  convertible
            into  1,666,667  common  shares,  accompanied  by  warrants  for the
            purchase of 833,333 common shares, exercisable during three years at
            the price of $0.15  per  share,  to the  Company's  chief  executive
            officer in lieu of $100,000 salary.


                                       16
<PAGE>


Item 3   DEFAULTS ON SENIOR SECURITIES

     The Company, as of the date of this filing, is in arrears on the payment of
     certain  dividends on its Series A, C, and D Senior  Convertible  Preferred
     Stock. Such arrears total approximately $368,000. These dividends have been
     accrued,  however,  the  Company's  management  has  refrained  from making
     payments  at this time  because of the absence of  positive  equity  and/or
     surplus funds.

Item 4   SUBMISSION OF MATTERS TO A VOTE OF
         SECURITIES' HOLDERS

         -  None

Item 5   OTHER INFORMATION

         -  None

Item 6   EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibit (3)(i) - Articles of Incorporation  and Amendments  thereto,
            incorporated  herein by  reference  to Exhibits of previous  filings
            with the Commission.

            Exhibit  (3)(ii) - By-laws of the  Company,  incorporated  herein by
            reference to Exhibits of previous filings with the Commission.

      (b)   Reports on Form 8-K:

            On  February  6,  2004,  the  Company  filed a report  on Form  8-K,
            informing  about  the  completion  of  a  round  of  private  equity
            placement financings.


                                       17
<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this AMENDMENT NO. 1 TO ITS FORM 10-QSB to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                            MAGNITUDE INFORMATION SYSTEMS, INC.




Date:   May 26, 2004                    By: /s/  Steven D. Rudnik
                                            -----------------------------------
                                            Steven D. Rudnik
                                            Chairman and Chief Executive Officer


                                       18
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Steven D.  Rudnik,  the Chief  Executive  Officer of  Magnitude  Information
Systems, Inc., certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB AND  AMENDMENT NO. 1
THERETO (COLLECTIVELY, THE "QUARTERLY REPORT" OR THE "FORM 10-QSB") of Magnitude
Information Systems, Inc. (the "Company");

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

4. The Company's other certifying officer and I are responsible for establishing
and maintaining  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Company and we have:

      (a)  designed  such  disclosure  controls  and  procedures  to ensure that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

      (b) evaluated the effectiveness of the Company's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

      (c)  presented  in  this  quarterly  report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The Company's other  certifying  officer and I have  disclosed,  based on our
most recent evaluation,  to the Company's auditors and to the audit committee of
Company's board of directors:

      (a) all  significant  deficiencies  in the design or operation of internal
controls which could adversely affect the Company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  Company's
auditors any material weaknesses in internal controls; and

      (b) any fraud, whether or not material,  that involves management or other
employees who have a significant role in the Company's internal controls; and

6. The Company's other certifying officer and I have indicated in this quarterly
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Dated: May 26, 2004                                  By: /s/ Steven D. Rudnik
                                                         -----------------------
                                                        Steven D. Rudnik
                                                        Chief Executive Officer


                                       19
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Joerg H.  Klaube,  the Chief  Financial  Officer  of  Magnitude  Information
Systems, Inc., certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB AND  AMENDMENT NO. 1
THERETO (COLLECTIVELY, THE "QUARTERLY REPORT" OR THE "FORM 10-QSB") of Magnitude
Information Systems, Inc. (the "Company");

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

4. The Company's other certifying officer and I are responsible for establishing
and maintaining  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Company and we have:

      (a)  designed  such  disclosure  controls  and  procedures  to ensure that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

      (b) evaluated the effectiveness of the Company's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

      (c)  presented  in  this  quarterly  report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The Company's other  certifying  officer and I have  disclosed,  based on our
most recent evaluation,  to the Company's auditors and to the audit committee of
Company's board of directors:

      (a) all  significant  deficiencies  in the design or operation of internal
controls which could adversely affect the Company's ability to record,  process,
summarize  and  report  financial  data and have  identified  for the  Company's
auditors any material weaknesses in internal controls; and

      (b) any fraud, whether or not material,  that involves management or other
employees who have a significant role in the Company's internal controls; and

6. The Company's other certifying officer and I have indicated in this quarterly
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Dated: May 26, 2004                         By: /s/ Joerg H. Klaube
                                               --------------------------------
                                               Joerg H. Klaube
                                               Chief Financial Officer


                                       20
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

              IN CONNECTION WITH THE QUARTERLY  REPORT AND AMENDMENT
         NO. 1 THERETO OF MAGNITUDE  INFORMATION SYSTEMS,  INC. (THE
         "COMPANY")  ON FORM 10-QSB FOR THE QUARTER  ENDED MARCH 31,
         2004  (COLLECTIVELY,  THE  "FORM  10-QSB"),  I,  STEVEN  D.
         RUDNIK,  CHIEF  EXECUTIVE  OFFICER OF THE  COMPANY,  AND I,
         JOERG H. KLAUBE,  CHIEF  FINANCIAL  OFFICER OF THE COMPANY,
         CERTIFY,  AS OF THE  DATE  HEREOF,  PURSUANT  TO 18  U.S.C.
         SECTION  1350,  AS ADOPTED  PURSUANT  TO SECTION 906 OF THE
         SARBANES-OXLEY  ACT  OF  2002,  THAT  TO  THE  BEST  OF OUR
         KNOWLEDGE,  THAT THE COMPANY'S  FORM 10-QSB FULLY  COMPLIES
         WITH  THE  REQUIREMENTS  OF  SECTION  13(A) OR 15(D) OF THE
         SECURITIES  EXCHANGE  ACT OF 1934 AND THAT THE  INFORMATION
         CONTAINED  IN THE  FORM  10-QSB,  FAIRLY  PRESENTS,  IN ALL
         MATERIAL RESPECTS,  THE FINANCIAL  CONDITION AND RESULTS OF
         OPERATIONS OF THE COMPANY.


DATED:  MAY 26, 2004      MAGNITUDE INFORMATION SYSTEMS, INC.

                                      BY: /s/ STEVEN D. RUDNIK
                                          --------------------------------------
                                          STEVEN D. RUDNIK
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                      BY: /s/ JOERG H. KLAUBE
                                          --------------------------------------
                                          JOERG H. KLAUBE
                                          CHIEF   FINANCIAL OFFICER




                                 21