As filed with the Securities and Exchange Commission on August 3, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                       MAGNITUDE INFORMATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                                75-2228828
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
 incorporation or organization)  Classification Code Number) Identification No.)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

             (Address and Telephone Number of Registrant's Principal
                          Executive Office)(Zip Code)

            Agreement with Isidor D. Friedenberg dated March 12, 1999
                         (83,333 shares of common stock)

                  Agreement with Jerry Swon dated July 21, 1999
                        (150,000 shares of common stock)

                 Agreement with Bruce Deichl dated July 21, 1999
                                    (212,895)

                            (full title of the plans)

                            Steven Rudnik, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

 (Name, Address and Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                            Michael H. Freedman, Esq.
                       Silverman, Collura & Chernis, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

<PAGE>

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                              Proposed        Proposed
Title of         Amount       maximum         maximum              Amount of
securities to    to be        offering price  aggregate            registration
be registered    registered   per share (1)   offering price (1)   fee
- --------------------------------------------------------------------------------
Common Stock(1)  446,228      $1.03125        $460,172.62          $130.00
- --------------------------------------------------------------------------------
(1)   Calculated  in  accordance  with 457(c)  using the  closing  price for the
      common stock on July 28, 1999.


                                        2

<PAGE>

          Part I - Information Required in the Section 10(a) Prospectus

      The documents containing information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.


                                        3

<PAGE>

                       MAGNITUDE INFORMATION SYSTEMS, INC.

                         446,228 shares of common stock

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

         Certain officers, employees and consultants of Magnitude may sell up to
446,228 shares of common stock.

         Magnitude will not receive any proceeds from this offering.

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

         Please see the risk factors  beginning on page 7 to read about  certain
factors you should consider before buying shares of common stock.

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

         Magnitude  Information  Systems's  common  stock is  quoted  on the OTC
Bulletin  Board under the symbol  MAGY.  On July 28, 1999 the last sale price of
the common stock as reported on the Bulletin Board was $1.03125.

         The mailing  address of our principal  executive  offices is 50 Tannery
Road, Branchburg, New Jersey 08876.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.



                 The date of this prospectus is August 3, 1999.


                                        4

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

The Company...................................................................6

Risk Factors..................................................................7

Available Information.........................................................9

Incorporation of Certain Documents by Reference...............................9

Selling Securityholders......................................................11

Plan of Distribution.........................................................12

Description of Securities....................................................13

Transfer Agent and Registrar.................................................14

Legal Matters................................................................14

Experts......................................................................14

Indemnification of Directors and Officers....................................14


                                        5

<PAGE>

                                   The Company

         Magnitude Information Systems, Inc., f/k/a Proformix Systems, Inc., was
incorporated  as a  Delaware  corporation  on  April  19,  1988  under  the name
Fortunistics Inc. In 1993, we changed our name to Whitestone Industries, Inc. In
June 1997, we acquired approximately 90% of Proformix,  Inc., a private Delaware
company, and changed our name to Proformix Systems, Inc. In December 1998, after
the sale of certain of our assets and a reorganization  of our product lines, we
changed our name to Magnitude Information Systems, Inc.

         We are a research  based  software  company,  delivering the science of
ergonomics  to  the  computerized  workplace.  Computer  ergonomics  focuses  on
optimizing the design of technology that allows people to successfully  interact
with computers.  A successful  technology  delivery system improves the comfort,
productivity,  job  satisfaction and safety of the computer user, while reducing
the costs of absenteeism  and work related  disability.  Through  scientifically
testing,  evaluating  and  verifying new design  concepts and systems,  we marry
human biology and computer  technology  to provide both  financial and workplace
health benefits to our clients.

         We have  researched,  developed,  patented  and  marketed  a variety of
ergonomic  hardware  products  including  keyboard  tray  systems.  Starting  in
February 1998, we acquired two ergonomic  software  companies,  including Rolina
Corporation  (formerly  Magnitude  LLC) and Vanity  Software.  Later in November
1998,  we entered into a strategic  alliance with Office  Specialty,  a Canadian
corporation,  whereby  Office  Specialty  acquired all of our  hardware  product
rights and related assets.

         The Company markets a unique, proprietary,  windows-compatible software
suite  under the name  Proformix  EMS(TM)("EMS").  EMS is  composed  of  several
software  products  which  provide a system for  evaluation  and  management  of
ergonomic risk factors in the workplace. The software assists in training people
working on computers,  monitors  computer-use related activities and evaluates a
user's risk exposure and propensity  towards injury or loss of  effectiveness in
connection with his/her day-to-day work.

         In late 1998, Magnitude Information Systems and Aon Ergonomic Services,
a division of Aon Worldwide Resources, entered into a joint venture agreement to
market and sell our EMS software product.  Aon Worldwide Resources is a division
of Aon Group,  the  worldwide  insurance  brokerage  and  consulting  arm of Aon
Corporation.

         Currently,   approximately  100  prospective   corporate,   government,
educational and military  organizations are evaluating EMS for organization-wide
use.

                                        6

<PAGE>

                                  Risk Factors

Substantial Competition.

         The computer software industry and products  developed for the computer
workplace face intense competition.  We will be at a competitive disadvantage in
seeking to compete with other  companies  having more assets,  larger  technical
staffs,   established  market  shares  and  greater  financial  and  operational
resources  than us. There can be no  assurance  that we will be able to meet the
competition and operate profitably.

Possible Loss of Entire Investment.

         The commons stock offered hereby is highly speculative, involves a high
degree of risk and should not be purchased  by any person who cannot  afford the
loss of his entire  investment.  A purchase of our common stock in this offering
would be unsuitable for a person who cannot afford to sustain such a loss.

Dependence Upon Key Personnel.

         We are  substantially  dependent upon the continued  services of Steven
Rudnik, our President and Chief Executive  Officer.  The loss of the services of
Mr. Rudnik through  incapacity or otherwise would have a material adverse effect
upon  our  business  and  prospects.  To the  extent  that his  services  become
unavailable,  we will be required to retain other qualified personnel, and there
can be no assurance that we will be able to recruit and hire  qualified  persons
upon  acceptable  terms.  We do not  maintain  key  person  life and  disability
insurance on the life of Mr. Rudnik.

Possible Volatility of Stock Price.

         There can be no  assurance  that a public  market  price for the common
stock will continue.  The market prices of the common stock may be significantly
affected by factors such as announcements  by us or our competitors,  as well as
variations in our results of operations  and market  conditions in general.  The
market  price may also be affected by  movements in prices of stocks in general.
The  relatively  limited amount of publicly  trading shares (float)  renders our
securities especially susceptible to sharp price fluctuations.

Penny Stock Regulations

         The Securities  Enforcement  Penny Stock Act of 1990 requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks". The Commission has adopted regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share,  subject to certain  exceptions.  Such  exceptions
include any equity  security  listed on NASDAQ and any equity security issued by
an  issuer  that has (i) net  tangible  assets of at least  $2,000,000,  if such
issuer has been in  continuous  operation  for three  years;  (ii) net  tangible
assets of at least $5,000,000, if such issuer has been in continuous


                                        7

<PAGE>

operation for less than three years; or (iii) average annual revenue of at least
$6,000,000,  if such issuer has been in continuous operation for less than three
years.  Unless an exception is available,  the regulations require the delivery,
prior to any  transaction  involving a penny  stock,  of a  disclosure  schedule
explaining the penny stock market and the risk  associated  therewith as well as
the written  consent of the  purchaser of such  security  prior to engaging in a
penny stock  transaction.  The regulations on penny stocks may limit the ability
of the  purchasers of our  securities to sell their  securities in the secondary
marketplace. Our common stock is currently considered a penny stock.

The Year 2000.

State of Readiness

         We are dependent  upon  computers to operate our business and therefore
are exposed to Year 2000 ("Y2K")  problems.  In the fall of 1998, we initiated a
Y2K  compliance  program with the  following  objectives:  (i)  updating  and/or
replacing aging hardware; and (iii) assuring company-wide Y2K compliance.

         With the assistance of outside consultants, we have identified that the
computer systems used for accounting purposes are not Y2K compliant. In order to
make these systems compliant,  we elected to replace the software utilized.  The
new software will be installed during the third quarter of 1999.

         The total costs for achieving Y2K  compliance  are estimated to be less
than  $10,000.  Most of the  cost  is due to the  acquisition  of Y2K  compliant
software and replacement of certain computer hardware.

Risks

         The  failure to  correct a  material  Y2K  problem  could  result in an
interruption   in,  or  failure  of,  certain  normal  business   activities  or
operations.  Such  failures  could affect our  operations,  however,  management
believes  that any such  interruptions  would not have a material  impact on our
liquidity or financial condition.

Risks Associated with Forward Looking Statements.

         This  prospectus  contains  "forward-looking  statements"  which can be
identified  by the use of  words  such  as  "intend,"  "anticipate,"  "believe,"
"estimate,"  "project,"  or "expect" or similar  statements.  The  statements in
"Risk Factors" are cautionary statements.  They identify important factors, with
respect to forward-looking statements, that could cause actual results to differ
materially  from  those  forecasted  in  such  statements.  All  forward-looking
statements in this  prospectus are expressly  qualified in their entirety by the
cautionary statements in this paragraph.


                                        8

<PAGE>

                              Available Information

         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act  of  1934  and  in  accordance  therewith,  files  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
Such reports, proxy statements and other information can be inspected and copied
at the  Commission  at Room  1024,  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549, and at the Commission's  regional offices at Room 1204,
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago,  Illinois
60604; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can also be obtained at prescribed rates from the Public Reference
Section of the  Commission  at its principal  office at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Information on the operation of the Public  Reference
Room can be obtained by calling the Commission at  1-800-SEC-0330.  Such reports
and  other  information  may  also be  inspected  without  charge  at a  website
maintained by the Commission. The address of the website is http://www.sec.gov.

         This  prospectus  does not contain all of the  information set forth in
the registration  statement of which this prospectus is a part and which we have
filed with the Commission.  For further  information  with respect to us and the
securities  offered  hereby,  reference is made to the  registration  statement,
including the exhibits filed as a part thereof, copies of which can be inspected
at, or obtained at  prescribed  rates from the Public  Reference  Section of the
Commission at the address set forth above.  Additional updating information with
respect  to us  may  be  provided  in the  future  by  means  of  appendices  or
supplements to the prospectus.

         We hereby  undertake to provide without charge to each person to whom a
copy of this  prospectus  is  delivered,  upon  written or oral  request of such
person,  a copy  of any  and  all of the  information  that  has  been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests should be directed to Magnitude  Information Systems,  Inc., 50 Tannery
Road, Branchburg, New Jersey 08876 (908) 534-6400.

                 Incorporation of Certain Documents by Reference

         We  hereby  refer  to  the  following  documents  previously  filed  by
Magnitude  Information Systems with the Securities and Exchange Commission,  and
incorporate these documents in this prospectus:

         (a)      Annual  Report  on Form  10-KSB  for  its  fiscal  year  ended
                  December 31, 1998;

         (b)      Quarterly  Report on Form 10-QSB for the  periods  ended March
                  31, 1999; and

         (c)      All other reports filed pursuant to Section 13(a) and 15(d) of
                  the  Exchange  Act since our fiscal  year ended  December  31,
                  1998.


                                        9

<PAGE>

         All  documents  filed by us with the  Commission  pursuant  to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the offering of securities  made by this prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.


                                       10

<PAGE>

                             Selling Securityholders

         This prospectus covers common stock that has been issued to the selling
securityholders,  or may be acquired  upon exercise of stock options held by the
selling securityholders,  named herein or to be supplementally named, as of July
25, 1999. The following table sets forth as of July 25, 1999 certain information
with respect to the selling securityholders.  Magnitude Information Systems will
not receive any of the proceeds from the sale of the common stock.

                            Securities                           Securities
                            Owned Prior      Securities             Owned
                           to Offering(1)  Offered Herein     After Offering(2)
                           --------------  --------------     -----------------
Name of Selling
Securityholder             Common Stock     Common Stock    Amount            %
- --------------             ------------     ------------    ------            -

Isidor D. Friedenberg        55,500(3)         83,333       55,500            **
 Consultant

Jerry Swon,                 433,995(4)        150,000       433,995        4.68%
 former president

Bruce Deichl,               409,933(5)        212,895       409,933        4.42%
 former director of
 Strategic Business
 Development

- --------------------
** less than 1%

(1)      For purposes of this table,  each person  listed above is deemed to own
         shares of common  stock if he has the right to acquire the common stock
         within  60 days  of July  25,  1999.  For  purposes  of  computing  the
         percentage of  outstanding  shares of common stock held by each selling
         securityholder,  any  security  which  they have the  right to  acquire
         within such date is deemed to be  outstanding.  Except as  indicated in
         the  footnotes  to this  table and  pursuant  to  applicable  community
         property  laws, we believe,  based on  information  supplied by selling
         securityholder,  that they have sole voting and  investment  power with
         respect to all the shares of common stock which they own.

(2)      For purposes of this table,  the number and  percentage of common stock
         owned  after the  offering  presumes  the sale of all the common  stock
         offered herein.

(3)      Includes stock options to purchase 50,000 shares of common stock.

(4)      Includes (i) stock options to purchase  409,333  shares of common stock
         owned by Jane Swon,  Mr. Swon's wife;  and (ii) 15,327 shares of common
         stock held by Royal Capital, Inc., of which Mr. Swon is a principal.


                                       11

<PAGE>

(5)      Includes stock options to purchase 409,933 shares of common stock.

                              Plan of Distribution

         Each  selling  securityholder  may offer and sell the  shares of common
stock  from  time to time at their  discretion  on the OTC  Bulletin  Board,  or
otherwise,  at prices and at terms then  prevailing or at prices  related to the
then current market price,  or at negotiated  prices.  The  distribution  of the
shares  of  common  stock  may be  effected  from  time  to  time in one or more
transactions  including,  without  limitation:  (a) a block  trade in which  the
broker-dealer so engaged will attempt to sell the common stock as agent, but may
position  and  resell a portion  of the block as  principal  to  facilitate  the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its  account  pursuant  to this  prospectus;  (c)  ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and  (d)  face-to-face  or  other  direct   transactions   between  the  selling
securityholder and purchasers without a broker-dealer or other intermediary.  In
effecting sales,  broker-dealers  or agents engaged by a selling  securityholder
may  arrange for other  broker-dealers  or agents to  participate.  From time to
time,  the selling  securityholder  may pledge,  hypothecate or grant a security
interest  in some or all of the common  stock  owned by him,  and the  pledgees,
secured parties or persons to whom such securities have been hypothecated shall,
upon   foreclosure   in  the  event  of   default,   be  deemed  to  be  selling
securityholders hereunder. In addition, the selling securityholder may from time
to time sell short the common stock, and in such instances,  this prospectus may
be delivered  in  connection  with such short sale and the common stock  offered
hereby may be used to cover such short sale.

         Sales of the common  stock may also be made  pursuant to Rule 144 under
the  Securities  Act  of  1933,  as  amended,  where  applicable.   The  selling
securityholders'  shares  may  also  be  offered  in  one or  more  underwritten
offerings,  on a firm  commitment or best efforts basis.  Magnitude  Information
Systems will not receive proceeds from the sale of the selling  securityholders'
common stock.

         From time to time,  the selling  securityholder  may transfer,  pledge,
donate or assign its common stock to lenders, family members and others and each
of such  persons will be deemed to be a selling  securityholder  for purposes of
this  prospectus.  The plan of  distribution  for the  selling  securityholders'
shares of common stock sold hereunder will otherwise  remain  unchanged,  except
that the  transferees,  pledgees,  donees or other  successors  will be  selling
securityholders hereunder.

         Including,  and without  limiting the  foregoing,  in  connection  with
distributions  of the  common  stock,  selling  securityholders  may enter  into
hedging  transactions with  broker-dealers  and the broker-dealers may engage in
short sales of the common stock in the course of hedging the


                                       12

<PAGE>

positions he assumes. They may also enter into option or other transactions with
broker-dealers   that   involve  the   delivery  of  the  common  stock  to  the
broker-dealers, who may then resell or otherwise transfer such common stock. The
selling   securityholder  may  also  loan  or  pledge  the  common  stock  to  a
broker-dealer  and the broker-dealer may sell the common stock so loaned or upon
default may sell or otherwise transfer the pledged common stock.

         Under  applicable  rule and  regulations  under the  Exchange  Act, any
person  engaged  in the  distribution  of the  common  stock  may not bid for or
purchase shares of common stock during a period which commences one business day
(5 business  days,  if  Magnitude  Information  Systems'  float is less than $25
million or its average daily trading volume is less than $100,000)  prior to the
selling   securityholder's   participation  in  the  distribution,   subject  to
exceptions for certain passive market making activities. In addition and without
limiting  the  foregoing,   the  selling  securityholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including,  without  limitation,  Regulation M which provisions may
limit the timing of purchases and sales of shares of the common stock by them.

         Magnitude  Information  Systems is bearing  all costs  relating  to the
registration  of the shares of common  stock (other than fees and  expenses,  if
any,  of  counsel  or  other  advisors  to  the  selling  securityholders).  Any
commissions,  discounts or other fees payable to  broker-dealers  in  connection
with any sale of the shares of common stock will be borne by them.

                            Description of Securities

         Our  authorized  capital  stock  consists of (i)  30,000,000  shares of
common stock,  $.0001 par value per share;  (ii)  3,000,000  shares of preferred
stock, $.001 par value, of which 2,500 shares have been designated as cumulative
preferred stock, $.001 par value.

Common Stock

         Holders  of  common  stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of common stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of common stock will be able to elect our entire board of
directors.  Our  board  of  directors  have  authority,  without  action  by our
shareholders,  to issue all or any portion of the authorized but unissued shares
of common  stock,  which  would have the  effect of  reducing  our  shareholders
percentage of ownership and diluting the book value of the common stock.

         Shareholders have no preemptive rights to acquire  additional shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion rights. In the event of our liquidation,  the holders
of common  stock are  entitled to share  equally in  corporate  assets after the
holders,  if any, of  preferred  stock and after  satisfaction  of  liabilities.
Holders of common stock are  entitled to receive such  dividends as our board of
directors may from time to


                                       13

<PAGE>

time  declare  out of funds  legally  available  for such  payment and after the
cumulative  dividend  rights  of  the  cumulative   preferred  stock  have  been
satisfied.  We have never  paid cash  dividends  on our common  stock and do not
anticipate that we will pay dividends in the future.

Preferred Stock

         We have authorized 2,500 shares of cumulative preferred stock, of which
10 shares are outstanding.  The cumulative  preferred stock does not have voting
rights. The cumulative preferred stock ranks above the common stock with respect
to dividend rights, liquidation, dissolution and redemption.

                          Transfer Agent and Registrar

         The  transfer  agent and  registrar  for our  common  stock  Securities
Transfer Corp., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.

                                  Legal Matters

         The  legality  of the shares  offered  hereby has been  passed  upon by
Silverman,  Collura & Chernis,  P.C. ("SCC"), 381 Park Avenue South, Suite 1601,
New York,  New York  10016.  Paul  Chernis,  a partner  in SCC,  is a one of our
directors and owns 80,000 stock options to acquire common stock.

                                     Experts

         Our consolidated financial statements incorporated in this registration
statement by  reference  to our Annual  Report on Form 10-KSB for the year ended
December 31, 1998 have been audited by Rosenberg, Rich, Baker, Berman & Company,
independent auditors, as stated in their report, which is incorporated herein by
reference  (which  report  expresses  an  unqualified  opinion) and have been so
incorporated  in  reliance  upon the  report  of such  firm,  given  upon  their
authority as experts in accounting and auditing.

                    Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware and
Article  7  of  our  Certificate  of   Incorporation   contain   provisions  for
indemnification   of  our  officers,   directors,   employees  and  agents.  The
Certificate  of  Incorporation  requires  us to  indemnify  such  persons to the
fullest extent permitted by Delaware law. Each person will be indemnified in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed to be in, or not opposed to, our best interests.  Indemnification would
cover expenses,  including attorney's fees, judgments, fines and amounts paid in
settlement.

                                       14

<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers,  and controlling  persons,  we
have been advised that in the opinion of the Commission such  indemnification is
against  public  policy as expressed  in the  Securities  Act and is,  therefore
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by us of expense incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being  registered,  we will,  unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issues.


                                       15

<PAGE>

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  documents  listed below have been filed by us with the  Commission
and are incorporated herein by reference:

         (a)      Annual  Report  on Form  10-KSB  for  its  fiscal  year  ended
                  December 31, 1998;

         (b)      Quarterly  Report on Form 10-QSB for the  periods  ended March
                  31, 1999;

         (c)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the Exchange Act since the Company's fiscal
                  year ended December 31, 1998.

         All  documents  filed by us with the  Commission  pursuant  to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the offering of securities  made by this prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

Item 4.  Description of Securities

         Our  authorized  capital  stock  consists of (i)  30,000,000  shares of
common stock, $.0001 par value per share; and (ii) 3,000,000 shares of preferred
stock,  $.001 par value per share, of which 2,500 shares have been designated as
cumulative preferred stock, $.01 par value.

Common Stock

         Holders  of  common  stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of common stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of common stock will be able to elect our entire board of
directors.  Our  board  of  directors  have  authority,  without  action  by our
shareholders,  to issue all or any portion of the authorized but unissued shares
of common  stock,  which  would have the  effect of  reducing  our  shareholders
percentage of ownership and diluting the book value of the common stock.


                                       16

<PAGE>

         Shareholders have no preemptive rights to acquire  additional shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion rights. In the event of our liquidation,  the holders
of common  stock are  entitled to share  equally in  corporate  assets after the
holders,  if any, of  preferred  stock and after  satisfaction  of  liabilities.
Holders of common stock are  entitled to receive such  dividends as our board of
directors may from time to time declare out of funds legally  available for such
payment and after the cumulative  dividend  rights of the  cumulative  preferred
stock have been satisfied. We have never paid cash dividends on our common stock
and do not anticipate that we will pay dividends in the future.

Preferred Stock

         We have authorized 2,500 shares of cumulative preferred stock, of which
10 shares are outstanding.  The cumulative  preferred stock does not have voting
rights. The cumulative preferred stock ranks above the common stock with respect
to dividend rights, liquidation, dissolution and redemption.


Item 5.  Interests of Named Experts and Counsel

         The  legality  of the shares  offered  hereby has been  passed  upon by
Silverman,  Collura & Chernis,  P.C. ("SCC"), 381 Park Avenue South, Suite 1601,
New York, New York 10016.  Paul Chernis,  a partner in SCC, is a director of the
Company and owns stock options to purchase 80,000 shares of common stock.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware and
Article  7  of  our  Certificate  of   Incorporation   contain   provisions  for
indemnification   of  our  officers,   directors,   employees  and  agents.  The
Certificate  of  Incorporation  requires  us to  indemnify  such  persons to the
fullest extent permitted by Delaware law. Each person will be indemnified in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed to be in, or not opposed to, our best interests.  Indemnification would
cover expenses,  including attorney's fees, judgments, fines and amounts paid in
settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers,  and controlling  persons,  we
have been advised that in the opinion of the Commission such  indemnification is
against  public  policy as expressed  in the  Securities  Act and is,  therefore
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by us of expense incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being  registered,  we will,  unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against


                                       17

<PAGE>

public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issues.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

         5.1      Opinion of Silverman, Collura & Chernis, P.C.

         10.1     Agreement with Isidor D. Friedenberg dated March 12, 1999

         10.2     Agreement with Jerry Swon and Bruce Deichl dated July 21, 1999

         23.1     Consent of  Silverman,  Collura & Chernis,  P.C.  (included in
                  Exhibit 5.1)

         23.2     Consent of Rosenberg, Rich, Baker, Berman & Company

ITEM 9.  UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes;

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement;

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933, as amended;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  of  such   information   in  the
         Registration Statement;

         Provided  however that  paragraphs  (a)(1)(i) and (a)(1)(ii)  shall not
apply to  information  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.


                                       18

<PAGE>

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                       19

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirement  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  therewith  duly
authorized, on ______, 1999.

                       MAGNITUDE INFORMATION SYSTEMS, INC.

                       By: /s/ Steven D. Rudnik
                           -------------------------------
                               Steven D. Rudnik, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below,  hereby  constitutes and appoints Steven D. Rudnik,  his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
his and in his name, place and stead, in any and all capacities,  to sign any or
all  amendments or supplements  to this  Registration  Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing  necessary or appropriate to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Magnitude Information Systems, Inc. and on the dates indicated.

Signature                                    Title                    Date
- ---------                                    -----                    ----
/s/ Steven D. Rudnik
- --------------------------------  President, CEO and Director     August 2, 1999
Steven D. Rudnik                  (Principal Executive Officer)

/s/ Joerg H. Klaube
- --------------------------------  Chief Financial Officer         August 2, 1999
Joerg H. Klaube                   (Principal Financial Officer)


- --------------------------------  Chairman of the Board          July ____, 1999
Michael G. Martin

/s/ Paul Chernis
- --------------------------------  Director                         July 30, 1999
Paul Chernis

/s/ Peter J. Buscetto
- --------------------------------  Director                         July 31, 1999
Peter J. Buscetto

/s/ Seymour Kroll
- --------------------------------  Director                         July 30, 1999
Seymour Kroll


                                       20

<PAGE>

/s/ John Duncan
- --------------------------------  Director                         July 31, 1999
John Duncan

PROFORM\REGSTATE\PLAN-799


                                       21
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 44726}]
{"company-data": {"conformed-name": "MAGNITUDE INFORMATION SYSTEMS INC", "cik": "0000838796", "assigned-sic": "1311", "irs-number": "752228828", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-84351", "film-number": "99676862"}, "business-address": {"street1": "50 TANNERY RD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876", "phone": "9085346400"}, "mail-address": {"street1": "50 TANNERY ROAD", "city": "BRANCHBURG", "state": "NJ", "zip": "08876"}, "former-company": [{"former-conformed-name": "PROFORMIX SYSTEMS INC", "date-changed": "19970801"}, {"former-conformed-name": "WHITESTONE INDUSTRIES INC", "date-changed": "19930429"}, {"former-conformed-name": "FORTUNISTICS INC", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on August 3, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                       MAGNITUDE INFORMATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                                75-2228828
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
 incorporation or organization)  Classification Code Number) Identification No.)

                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

             (Address and Telephone Number of Registrant's Principal
                          Executive Office)(Zip Code)

            Agreement with Isidor D. Friedenberg dated March 12, 1999
                         (83,333 shares of common stock)

                  Agreement with Jerry Swon dated July 21, 1999
                        (150,000 shares of common stock)

                 Agreement with Bruce Deichl dated July 21, 1999
                                    (212,895)

                            (full title of the plans)

                            Steven Rudnik, President
                                 50 Tannery Road
                          Branchburg, New Jersey 08876
                                 (908) 534-6400

 (Name, Address and Telephone number, including area code, of agent for service)

                                   ----------

                                   Copies to:
                            Michael H. Freedman, Esq.
                       Silverman, Collura & Chernis, P.C.
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
                              Proposed        Proposed
Title of         Amount       maximum         maximum              Amount of
securities to    to be        offering price  aggregate            registration
be registered    registered   per share (1)   offering price (1)   fee
- --------------------------------------------------------------------------------
Common Stock(1)  446,228      $1.03125        $460,172.62          $130.00
- --------------------------------------------------------------------------------
(1)   Calculated  in  accordance  with 457(c)  using the  closing  price for the
      common stock on July 28, 1999.

                                        2
Part I - Information Required in the Section 10(a) Prospectus

      The documents containing information specified in Part 1 (plan information
and  registrant  information)  will be  sent  or  given  to the  consultants  as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  with  the
Securities and Exchange Commission either as part of this registration statement
or as  prospectuses  or  prospectus  supplements  pursuant  to Rule  424.  These
documents  and the  documents  incorporated  by reference  in this  registration
statement pursuant to Item 3 of Part II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                        3
MAGNITUDE INFORMATION SYSTEMS, INC.

                         446,228 shares of common stock

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

         Certain officers, employees and consultants of Magnitude may sell up to
446,228 shares of common stock.

         Magnitude will not receive any proceeds from this offering.

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

         Please see the risk factors  beginning on page 7 to read about  certain
factors you should consider before buying shares of common stock.

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

         Magnitude  Information  Systems's  common  stock is  quoted  on the OTC
Bulletin  Board under the symbol  MAGY.  On July 28, 1999 the last sale price of
the common stock as reported on the Bulletin Board was $1.03125.

         The mailing  address of our principal  executive  offices is 50 Tannery
Road, Branchburg, New Jersey 08876.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                 The date of this prospectus is August 3, 1999.

                                        4
TABLE OF CONTENTS

                                                                            Page

The Company...................................................................6

Risk Factors..................................................................7

Available Information.........................................................9

Incorporation of Certain Documents by Reference...............................9

Selling Securityholders......................................................11

Plan of Distribution.........................................................12

Description of Securities....................................................13

Transfer Agent and Registrar.................................................14

Legal Matters................................................................14

Experts......................................................................14

Indemnification of Directors and Officers....................................14

                                        5
The Company

         Magnitude Information Systems, Inc., f/k/a Proformix Systems, Inc., was
incorporated  as a  Delaware  corporation  on  April  19,  1988  under  the name
Fortunistics Inc. In 1993, we changed our name to Whitestone Industries, Inc. In
June 1997, we acquired approximately 90% of Proformix,  Inc., a private Delaware
company, and changed our name to Proformix Systems, Inc. In December 1998, after
the sale of certain of our assets and a reorganization  of our product lines, we
changed our name to Magnitude Information Systems, Inc.

         We are a research  based  software  company,  delivering the science of
ergonomics  to  the  computerized  workplace.  Computer  ergonomics  focuses  on
optimizing the design of technology that allows people to successfully  interact
with computers.  A successful  technology  delivery system improves the comfort,
productivity,  job  satisfaction and safety of the computer user, while reducing
the costs of absenteeism  and work related  disability.  Through  scientifically
testing,  evaluating  and  verifying new design  concepts and systems,  we marry
human biology and computer  technology  to provide both  financial and workplace
health benefits to our clients.

         We have  researched,  developed,  patented  and  marketed  a variety of
ergonomic  hardware  products  including  keyboard  tray  systems.  Starting  in
February 1998, we acquired two ergonomic  software  companies,  including Rolina
Corporation  (formerly  Magnitude  LLC) and Vanity  Software.  Later in November
1998,  we entered into a strategic  alliance with Office  Specialty,  a Canadian
corporation,  whereby  Office  Specialty  acquired all of our  hardware  product
rights and related assets.

         The Company markets a unique, proprietary,  windows-compatible software
suite  under the name  Proformix  EMS(TM)("EMS").  EMS is  composed  of  several
software  products  which  provide a system for  evaluation  and  management  of
ergonomic risk factors in the workplace. The software assists in training people
working on computers,  monitors  computer-use related activities and evaluates a
user's risk exposure and propensity  towards injury or loss of  effectiveness in
connection with his/her day-to-day work.

         In late 1998, Magnitude Information Systems and Aon Ergonomic Services,
a division of Aon Worldwide Resources, entered into a joint venture agreement to
market and sell our EMS software product.  Aon Worldwide Resources is a division
of Aon Group,  the  worldwide  insurance  brokerage  and  consulting  arm of Aon
Corporation.

         Currently,   approximately  100  prospective   corporate,   government,
educational and military  organizations are evaluating EMS for organization-wide
use.

                                        6
Risk Factors

Substantial Competition.

         The computer software industry and products  developed for the computer
workplace face intense competition.  We will be at a competitive disadvantage in
seeking to compete with other  companies  having more assets,  larger  technical
staffs,   established  market  shares  and  greater  financial  and  operational
resources  than us. There can be no  assurance  that we will be able to meet the
competition and operate profitably.

Possible Loss of Entire Investment.

         The commons stock offered hereby is highly speculative, involves a high
degree of risk and should not be purchased  by any person who cannot  afford the
loss of his entire  investment.  A purchase of our common stock in this offering
would be unsuitable for a person who cannot afford to sustain such a loss.

Dependence Upon Key Personnel.

         We are  substantially  dependent upon the continued  services of Steven
Rudnik, our President and Chief Executive  Officer.  The loss of the services of
Mr. Rudnik through  incapacity or otherwise would have a material adverse effect
upon  our  business  and  prospects.  To the  extent  that his  services  become
unavailable,  we will be required to retain other qualified personnel, and there
can be no assurance that we will be able to recruit and hire  qualified  persons
upon  acceptable  terms.  We do not  maintain  key  person  life and  disability
insurance on the life of Mr. Rudnik.

Possible Volatility of Stock Price.

         There can be no  assurance  that a public  market  price for the common
stock will continue.  The market prices of the common stock may be significantly
affected by factors such as announcements  by us or our competitors,  as well as
variations in our results of operations  and market  conditions in general.  The
market  price may also be affected by  movements in prices of stocks in general.
The  relatively  limited amount of publicly  trading shares (float)  renders our
securities especially susceptible to sharp price fluctuations.

Penny Stock Regulations

         The Securities  Enforcement  Penny Stock Act of 1990 requires  specific
disclosure  to be made  available  in  connection  with  trades  in the stock of
companies defined as "penny stocks". The Commission has adopted regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share,  subject to certain  exceptions.  Such  exceptions
include any equity  security  listed on NASDAQ and any equity security issued by
an  issuer  that has (i) net  tangible  assets of at least  $2,000,000,  if such
issuer has been in  continuous  operation  for three  years;  (ii) net  tangible
assets of at least $5,000,000, if such issuer has been in continuous

                                        7
operation for less than three years; or (iii) average annual revenue of at least
$6,000,000,  if such issuer has been in continuous operation for less than three
years.  Unless an exception is available,  the regulations require the delivery,
prior to any  transaction  involving a penny  stock,  of a  disclosure  schedule
explaining the penny stock market and the risk  associated  therewith as well as
the written  consent of the  purchaser of such  security  prior to engaging in a
penny stock  transaction.  The regulations on penny stocks may limit the ability
of the  purchasers of our  securities to sell their  securities in the secondary
marketplace. Our common stock is currently considered a penny stock.

The Year 2000.

State of Readiness

         We are dependent  upon  computers to operate our business and therefore
are exposed to Year 2000 ("Y2K")  problems.  In the fall of 1998, we initiated a
Y2K  compliance  program with the  following  objectives:  (i)  updating  and/or
replacing aging hardware; and (iii) assuring company-wide Y2K compliance.

         With the assistance of outside consultants, we have identified that the
computer systems used for accounting purposes are not Y2K compliant. In order to
make these systems compliant,  we elected to replace the software utilized.  The
new software will be installed during the third quarter of 1999.

         The total costs for achieving Y2K  compliance  are estimated to be less
than  $10,000.  Most of the  cost  is due to the  acquisition  of Y2K  compliant
software and replacement of certain computer hardware.

Risks

         The  failure to  correct a  material  Y2K  problem  could  result in an
interruption   in,  or  failure  of,  certain  normal  business   activities  or
operations.  Such  failures  could affect our  operations,  however,  management
believes  that any such  interruptions  would not have a material  impact on our
liquidity or financial condition.

Risks Associated with Forward Looking Statements.

         This  prospectus  contains  "forward-looking  statements"  which can be
identified  by the use of  words  such  as  "intend,"  "anticipate,"  "believe,"
"estimate,"  "project,"  or "expect" or similar  statements.  The  statements in
"Risk Factors" are cautionary statements.  They identify important factors, with
respect to forward-looking statements, that could cause actual results to differ
materially  from  those  forecasted  in  such  statements.  All  forward-looking
statements in this  prospectus are expressly  qualified in their entirety by the
cautionary statements in this paragraph.

                                        8
Available Information

         We are  subject to the  informational  requirements  of the  Securities
Exchange  Act  of  1934  and  in  accordance  therewith,  files  reports,  proxy
statements and other  information  with the Securities and Exchange  Commission.
Such reports, proxy statements and other information can be inspected and copied
at the  Commission  at Room  1024,  Judiciary  Plaza,  450 Fifth  Street,  N.W.,
Washington,  D.C. 20549, and at the Commission's  regional offices at Room 1204,
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago,  Illinois
60604; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can also be obtained at prescribed rates from the Public Reference
Section of the  Commission  at its principal  office at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Information on the operation of the Public  Reference
Room can be obtained by calling the Commission at  1-800-SEC-0330.  Such reports
and  other  information  may  also be  inspected  without  charge  at a  website
maintained by the Commission. The address of the website is http://www.sec.gov.

         This  prospectus  does not contain all of the  information set forth in
the registration  statement of which this prospectus is a part and which we have
filed with the Commission.  For further  information  with respect to us and the
securities  offered  hereby,  reference is made to the  registration  statement,
including the exhibits filed as a part thereof, copies of which can be inspected
at, or obtained at  prescribed  rates from the Public  Reference  Section of the
Commission at the address set forth above.  Additional updating information with
respect  to us  may  be  provided  in the  future  by  means  of  appendices  or
supplements to the prospectus.

         We hereby  undertake to provide without charge to each person to whom a
copy of this  prospectus  is  delivered,  upon  written or oral  request of such
person,  a copy  of any  and  all of the  information  that  has  been or may be
incorporated  herein by reference  (other than exhibits to such documents unless
such exhibits are  specifically  incorporated by reference into such documents).
Requests should be directed to Magnitude  Information Systems,  Inc., 50 Tannery
Road, Branchburg, New Jersey 08876 (908) 534-6400.

                 Incorporation of Certain Documents by Reference

         We  hereby  refer  to  the  following  documents  previously  filed  by
Magnitude  Information Systems with the Securities and Exchange Commission,  and
incorporate these documents in this prospectus:

         (a)      Annual  Report  on Form  10-KSB  for  its  fiscal  year  ended
                  December 31, 1998;

         (b)      Quarterly  Report on Form 10-QSB for the  periods  ended March
                  31, 1999; and

         (c)      All other reports filed pursuant to Section 13(a) and 15(d) of
                  the  Exchange  Act since our fiscal  year ended  December  31,
                  1998.

                                        9
All  documents  filed by us with the  Commission  pursuant  to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the offering of securities  made by this prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

                                       10
Selling Securityholders

         This prospectus covers common stock that has been issued to the selling
securityholders,  or may be acquired  upon exercise of stock options held by the
selling securityholders,  named herein or to be supplementally named, as of July
25, 1999. The following table sets forth as of July 25, 1999 certain information
with respect to the selling securityholders.  Magnitude Information Systems will
not receive any of the proceeds from the sale of the common stock.

                            Securities                           Securities
                            Owned Prior      Securities             Owned
                           to Offering(1)  Offered Herein     After Offering(2)
                           --------------  --------------     -----------------
Name of Selling
Securityholder             Common Stock     Common Stock    Amount            %
- --------------             ------------     ------------    ------            -

Isidor D. Friedenberg        55,500(3)         83,333       55,500            **
 Consultant

Jerry Swon,                 433,995(4)        150,000       433,995        4.68%
 former president

Bruce Deichl,               409,933(5)        212,895       409,933        4.42%
 former director of
 Strategic Business
 Development

- --------------------
** less than 1%

(1)      For purposes of this table,  each person  listed above is deemed to own
         shares of common  stock if he has the right to acquire the common stock
         within  60 days  of July  25,  1999.  For  purposes  of  computing  the
         percentage of  outstanding  shares of common stock held by each selling
         securityholder,  any  security  which  they have the  right to  acquire
         within such date is deemed to be  outstanding.  Except as  indicated in
         the  footnotes  to this  table and  pursuant  to  applicable  community
         property  laws, we believe,  based on  information  supplied by selling
         securityholder,  that they have sole voting and  investment  power with
         respect to all the shares of common stock which they own.

(2)      For purposes of this table,  the number and  percentage of common stock
         owned  after the  offering  presumes  the sale of all the common  stock
         offered herein.

(3)      Includes stock options to purchase 50,000 shares of common stock.

(4)      Includes (i) stock options to purchase  409,333  shares of common stock
         owned by Jane Swon,  Mr. Swon's wife;  and (ii) 15,327 shares of common
         stock held by Royal Capital, Inc., of which Mr. Swon is a principal.

                                       11
(5)      Includes stock options to purchase 409,933 shares of common stock.

                              Plan of Distribution

         Each  selling  securityholder  may offer and sell the  shares of common
stock  from  time to time at their  discretion  on the OTC  Bulletin  Board,  or
otherwise,  at prices and at terms then  prevailing or at prices  related to the
then current market price,  or at negotiated  prices.  The  distribution  of the
shares  of  common  stock  may be  effected  from  time  to  time in one or more
transactions  including,  without  limitation:  (a) a block  trade in which  the
broker-dealer so engaged will attempt to sell the common stock as agent, but may
position  and  resell a portion  of the block as  principal  to  facilitate  the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its  account  pursuant  to this  prospectus;  (c)  ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and  (d)  face-to-face  or  other  direct   transactions   between  the  selling
securityholder and purchasers without a broker-dealer or other intermediary.  In
effecting sales,  broker-dealers  or agents engaged by a selling  securityholder
may  arrange for other  broker-dealers  or agents to  participate.  From time to
time,  the selling  securityholder  may pledge,  hypothecate or grant a security
interest  in some or all of the common  stock  owned by him,  and the  pledgees,
secured parties or persons to whom such securities have been hypothecated shall,
upon   foreclosure   in  the  event  of   default,   be  deemed  to  be  selling
securityholders hereunder. In addition, the selling securityholder may from time
to time sell short the common stock, and in such instances,  this prospectus may
be delivered  in  connection  with such short sale and the common stock  offered
hereby may be used to cover such short sale.

         Sales of the common  stock may also be made  pursuant to Rule 144 under
the  Securities  Act  of  1933,  as  amended,  where  applicable.   The  selling
securityholders'  shares  may  also  be  offered  in  one or  more  underwritten
offerings,  on a firm  commitment or best efforts basis.  Magnitude  Information
Systems will not receive proceeds from the sale of the selling  securityholders'
common stock.

         From time to time,  the selling  securityholder  may transfer,  pledge,
donate or assign its common stock to lenders, family members and others and each
of such  persons will be deemed to be a selling  securityholder  for purposes of
this  prospectus.  The plan of  distribution  for the  selling  securityholders'
shares of common stock sold hereunder will otherwise  remain  unchanged,  except
that the  transferees,  pledgees,  donees or other  successors  will be  selling
securityholders hereunder.

         Including,  and without  limiting the  foregoing,  in  connection  with
distributions  of the  common  stock,  selling  securityholders  may enter  into
hedging  transactions with  broker-dealers  and the broker-dealers may engage in
short sales of the common stock in the course of hedging the

                                       12
positions he assumes. They may also enter into option or other transactions with
broker-dealers   that   involve  the   delivery  of  the  common  stock  to  the
broker-dealers, who may then resell or otherwise transfer such common stock. The
selling   securityholder  may  also  loan  or  pledge  the  common  stock  to  a
broker-dealer  and the broker-dealer may sell the common stock so loaned or upon
default may sell or otherwise transfer the pledged common stock.

         Under  applicable  rule and  regulations  under the  Exchange  Act, any
person  engaged  in the  distribution  of the  common  stock  may not bid for or
purchase shares of common stock during a period which commences one business day
(5 business  days,  if  Magnitude  Information  Systems'  float is less than $25
million or its average daily trading volume is less than $100,000)  prior to the
selling   securityholder's   participation  in  the  distribution,   subject  to
exceptions for certain passive market making activities. In addition and without
limiting  the  foregoing,   the  selling  securityholders  will  be  subject  to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including,  without  limitation,  Regulation M which provisions may
limit the timing of purchases and sales of shares of the common stock by them.

         Magnitude  Information  Systems is bearing  all costs  relating  to the
registration  of the shares of common  stock (other than fees and  expenses,  if
any,  of  counsel  or  other  advisors  to  the  selling  securityholders).  Any
commissions,  discounts or other fees payable to  broker-dealers  in  connection
with any sale of the shares of common stock will be borne by them.

                            Description of Securities

         Our  authorized  capital  stock  consists of (i)  30,000,000  shares of
common stock,  $.0001 par value per share;  (ii)  3,000,000  shares of preferred
stock, $.001 par value, of which 2,500 shares have been designated as cumulative
preferred stock, $.001 par value.

Common Stock

         Holders  of  common  stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of common stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of common stock will be able to elect our entire board of
directors.  Our  board  of  directors  have  authority,  without  action  by our
shareholders,  to issue all or any portion of the authorized but unissued shares
of common  stock,  which  would have the  effect of  reducing  our  shareholders
percentage of ownership and diluting the book value of the common stock.

         Shareholders have no preemptive rights to acquire  additional shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion rights. In the event of our liquidation,  the holders
of common  stock are  entitled to share  equally in  corporate  assets after the
holders,  if any, of  preferred  stock and after  satisfaction  of  liabilities.
Holders of common stock are  entitled to receive such  dividends as our board of
directors may from time to

                                       13
time  declare  out of funds  legally  available  for such  payment and after the
cumulative  dividend  rights  of  the  cumulative   preferred  stock  have  been
satisfied.  We have never  paid cash  dividends  on our common  stock and do not
anticipate that we will pay dividends in the future.

Preferred Stock

         We have authorized 2,500 shares of cumulative preferred stock, of which
10 shares are outstanding.  The cumulative  preferred stock does not have voting
rights. The cumulative preferred stock ranks above the common stock with respect
to dividend rights, liquidation, dissolution and redemption.

                          Transfer Agent and Registrar

         The  transfer  agent and  registrar  for our  common  stock  Securities
Transfer Corp., 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248.

                                  Legal Matters

         The  legality  of the shares  offered  hereby has been  passed  upon by
Silverman,  Collura & Chernis,  P.C. ("SCC"), 381 Park Avenue South, Suite 1601,
New York,  New York  10016.  Paul  Chernis,  a partner  in SCC,  is a one of our
directors and owns 80,000 stock options to acquire common stock.

                                     Experts

         Our consolidated financial statements incorporated in this registration
statement by  reference  to our Annual  Report on Form 10-KSB for the year ended
December 31, 1998 have been audited by Rosenberg, Rich, Baker, Berman & Company,
independent auditors, as stated in their report, which is incorporated herein by
reference  (which  report  expresses  an  unqualified  opinion) and have been so
incorporated  in  reliance  upon the  report  of such  firm,  given  upon  their
authority as experts in accounting and auditing.

                    Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware and
Article  7  of  our  Certificate  of   Incorporation   contain   provisions  for
indemnification   of  our  officers,   directors,   employees  and  agents.  The
Certificate  of  Incorporation  requires  us to  indemnify  such  persons to the
fullest extent permitted by Delaware law. Each person will be indemnified in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed to be in, or not opposed to, our best interests.  Indemnification would
cover expenses,  including attorney's fees, judgments, fines and amounts paid in
settlement.

                                       14
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers,  and controlling  persons,  we
have been advised that in the opinion of the Commission such  indemnification is
against  public  policy as expressed  in the  Securities  Act and is,  therefore
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by us of expense incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being  registered,  we will,  unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issues.

                                       15
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  documents  listed below have been filed by us with the  Commission
and are incorporated herein by reference:

         (a)      Annual  Report  on Form  10-KSB  for  its  fiscal  year  ended
                  December 31, 1998;

         (b)      Quarterly  Report on Form 10-QSB for the  periods  ended March
                  31, 1999;

         (c)      All other  reports  filed by the  Company  pursuant to Section
                  13(a) and 15(d) of the Exchange Act since the Company's fiscal
                  year ended December 31, 1998.

         All  documents  filed by us with the  Commission  pursuant  to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent  hereto,  but prior to
the termination of the offering of securities  made by this prospectus  shall be
deemed to be incorporated  by reference  herein and to be part hereof from their
respective dates of filing.

         Any statement contained in a document  incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus, to
the extent that a statement  contained herein or in any other subsequently filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this prospectus.

Item 4.  Description of Securities

         Our  authorized  capital  stock  consists of (i)  30,000,000  shares of
common stock, $.0001 par value per share; and (ii) 3,000,000 shares of preferred
stock,  $.001 par value per share, of which 2,500 shares have been designated as
cumulative preferred stock, $.01 par value.

Common Stock

         Holders  of  common  stock are  entitled  to one vote per share on each
matter submitted to vote at any meeting of shareholders.  Shares of common stock
do not carry  cumulative  voting rights and therefore,  holders of a majority of
the outstanding shares of common stock will be able to elect our entire board of
directors.  Our  board  of  directors  have  authority,  without  action  by our
shareholders,  to issue all or any portion of the authorized but unissued shares
of common  stock,  which  would have the  effect of  reducing  our  shareholders
percentage of ownership and diluting the book value of the common stock.

                                       16
Shareholders have no preemptive rights to acquire  additional shares of
common  stock.  The common  stock is not  subject to  redemption  and carries no
subscription or conversion rights. In the event of our liquidation,  the holders
of common  stock are  entitled to share  equally in  corporate  assets after the
holders,  if any, of  preferred  stock and after  satisfaction  of  liabilities.
Holders of common stock are  entitled to receive such  dividends as our board of
directors may from time to time declare out of funds legally  available for such
payment and after the cumulative  dividend  rights of the  cumulative  preferred
stock have been satisfied. We have never paid cash dividends on our common stock
and do not anticipate that we will pay dividends in the future.

Preferred Stock

         We have authorized 2,500 shares of cumulative preferred stock, of which
10 shares are outstanding.  The cumulative  preferred stock does not have voting
rights. The cumulative preferred stock ranks above the common stock with respect
to dividend rights, liquidation, dissolution and redemption.

Item 5.  Interests of Named Experts and Counsel

         The  legality  of the shares  offered  hereby has been  passed  upon by
Silverman,  Collura & Chernis,  P.C. ("SCC"), 381 Park Avenue South, Suite 1601,
New York, New York 10016.  Paul Chernis,  a partner in SCC, is a director of the
Company and owns stock options to purchase 80,000 shares of common stock.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware and
Article  7  of  our  Certificate  of   Incorporation   contain   provisions  for
indemnification   of  our  officers,   directors,   employees  and  agents.  The
Certificate  of  Incorporation  requires  us to  indemnify  such  persons to the
fullest extent permitted by Delaware law. Each person will be indemnified in any
proceeding  if he  acted in good  faith  and in a  manner  which  he  reasonably
believed to be in, or not opposed to, our best interests.  Indemnification would
cover expenses,  including attorney's fees, judgments, fines and amounts paid in
settlement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers,  and controlling  persons,  we
have been advised that in the opinion of the Commission such  indemnification is
against  public  policy as expressed  in the  Securities  Act and is,  therefore
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by us of expense incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being  registered,  we will,  unless in
the  opinion  of its  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against

                                       17
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issues.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

         5.1      Opinion of Silverman, Collura & Chernis, P.C.

         10.1     Agreement with Isidor D. Friedenberg dated March 12, 1999

         10.2     Agreement with Jerry Swon and Bruce Deichl dated July 21, 1999

         23.1     Consent of  Silverman,  Collura & Chernis,  P.C.  (included in
                  Exhibit 5.1)

         23.2     Consent of Rosenberg, Rich, Baker, Berman & Company

ITEM 9.  UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes;

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement;

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933, as amended;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the Registration Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  of  such   information   in  the
         Registration Statement;

         Provided  however that  paragraphs  (a)(1)(i) and (a)(1)(ii)  shall not
apply to  information  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

                                       18
(2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  foregoing  provisions  or  otherwise,  the
registrant  has  been  advised  that  in the  opinion  of the  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                       19
SIGNATURES

         Pursuant to the  requirement  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  therewith  duly
authorized, on ______, 1999.

                       MAGNITUDE INFORMATION SYSTEMS, INC.

                       By: /s/ Steven D. Rudnik
                           -------------------------------
                               Steven D. Rudnik, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below,  hereby  constitutes and appoints Steven D. Rudnik,  his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
his and in his name, place and stead, in any and all capacities,  to sign any or
all  amendments or supplements  to this  Registration  Statement and to file the
same with all exhibits thereto and other documents in connection therewith, with
the Commission,  granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing  necessary or appropriate to be done
with respect to this  Registration  Statement or any  amendments or  supplements
hereto and about the premises,  as fully to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact,  or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has  been  signed  by  the  following  persons  in  their  respective
capacities with Magnitude Information Systems, Inc. and on the dates indicated.

Signature                                    Title                    Date
- ---------                                    -----                    ----
/s/ Steven D. Rudnik
- --------------------------------  President, CEO and Director     August 2, 1999
Steven D. Rudnik                  (Principal Executive Officer)

/s/ Joerg H. Klaube
- --------------------------------  Chief Financial Officer         August 2, 1999
Joerg H. Klaube                   (Principal Financial Officer)

- --------------------------------  Chairman of the Board          July ____, 1999
Michael G. Martin

/s/ Paul Chernis
- --------------------------------  Director                         July 30, 1999
Paul Chernis

/s/ Peter J. Buscetto
- --------------------------------  Director                         July 31, 1999
Peter J. Buscetto

/s/ Seymour Kroll
- --------------------------------  Director                         July 30, 1999
Seymour Kroll

                                       20
/s/ John Duncan
- --------------------------------  Director                         July 31, 1999
John Duncan

PROFORM\REGSTATE\PLAN-799

                                       21