As filed with the Securities and Exchange Commission on August 30, 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
                             (50,000 stock options)

             Agreement with Michael G. Martin dated August 26, 1999
                        (150,000 shares of common stock)

                            (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)    200,000     $.847            $169,400.62           $47.27
--------------------------------------------------------------------------------
(1)   Calculated  in  accordance  with 457(c)  using the  closing  price for the
      common stock on August 25, 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.

                         200,000 shares of common stock

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

      Certain officers, employees and consultants of Magnitude may sell up to
200,000 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 August 25, 1999 the last sale price of the
common stock as reported on the Bulletin Board was $.847.

      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 30, 1999.


                                        4

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

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

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

Available Information.........................................................10

Incorporation of Certain Documents by Reference...............................10

Selling Securityholders.......................................................12

Plan of Distribution..........................................................13

Description of Securities.....................................................14

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

Legal Matters.................................................................15

Experts.......................................................................15

Indemnification of Directors and Officers.....................................15


                                        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 June 30,
                  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
August 26, 1999. The following table sets forth as of August 26, 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     138,833(3)             50,000       88,833        **
 Consultant

Michael G. Martin,        900,000(4)            150,000      750,000       1.6%
 Chairman
--------------------
** 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 August 26, 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)   Represents 83,333 shares of common stock and stock options to purchase
      50,000 shares of common stock.

(4)   Represents 150,000 shares of common stock and stock options to purchase
      750,000 shares of common stock.


                                       11

<PAGE>

                              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 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.


                                       12

<PAGE>

         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 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.


                                       13

<PAGE>

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.

         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


                                       14

<PAGE>

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 June 30,
                  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 Michael Martin dated August 26, 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.


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<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 August 26, 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 26, 1999
------------------------------  (Principal Executive Officer)
Steven D. Rudnik

s\Joerg H. Klaube               Chief Financial Officer          August 26, 1999
------------------------------- (Principal Financial Officer)
Joerg H. Klaube

s\Michael G. Martin             Chairman of the Board            August 26, 1999
------------------------------
Michael G. Martin

s\Paul Chernis                  Director                         August 27, 1999
------------------------------
Paul Chernis

s\Peter J. Buscetto             Director                         August 26, 1999
------------------------------
Peter J. Buscetto

s\Seymour Kroll                 Director                         August 26, 1999
------------------------------
Seymour Kroll


                                       20

<PAGE>

_______________________         Director                       August ____, 1999
John Duncan


PROFORM\REGSTATE\PLAN-899

                                       21
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 42867}]
{"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", "act": "33", "file-number": "333-86143", "film-number": "99702675"}, "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 30, 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
                             (50,000 stock options)

             Agreement with Michael G. Martin dated August 26, 1999
                        (150,000 shares of common stock)

                            (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)    200,000     $.847            $169,400.62           $47.27
--------------------------------------------------------------------------------
(1)   Calculated  in  accordance  with 457(c)  using the  closing  price for the
      common stock on August 25, 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.

                         200,000 shares of common stock

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

      Certain officers, employees and consultants of Magnitude may sell up to
200,000 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 August 25, 1999 the last sale price of the
common stock as reported on the Bulletin Board was $.847.

      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 30, 1999.

                                        4
TABLE OF CONTENTS

                                                                            Page

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

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

Available Information.........................................................10

Incorporation of Certain Documents by Reference...............................10

Selling Securityholders.......................................................12

Plan of Distribution..........................................................13

Description of Securities.....................................................14

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

Legal Matters.................................................................15

Experts.......................................................................15

Indemnification of Directors and Officers.....................................15

                                        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 June 30,
                  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
August 26, 1999. The following table sets forth as of August 26, 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     138,833(3)             50,000       88,833        **
 Consultant

Michael G. Martin,        900,000(4)            150,000      750,000       1.6%
 Chairman
--------------------
** 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 August 26, 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)   Represents 83,333 shares of common stock and stock options to purchase
      50,000 shares of common stock.

(4)   Represents 150,000 shares of common stock and stock options to purchase
      750,000 shares of common stock.

                                       11
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 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.

                                       12
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 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.

                                       13
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.

         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

                                       14
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 June 30,
                  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.

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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 Michael Martin dated August 26, 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.

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(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.

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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 August 26, 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 26, 1999
------------------------------  (Principal Executive Officer)
Steven D. Rudnik

s\Joerg H. Klaube               Chief Financial Officer          August 26, 1999
------------------------------- (Principal Financial Officer)
Joerg H. Klaube

s\Michael G. Martin             Chairman of the Board            August 26, 1999
------------------------------
Michael G. Martin

s\Paul Chernis                  Director                         August 27, 1999
------------------------------
Paul Chernis

s\Peter J. Buscetto             Director                         August 26, 1999
------------------------------
Peter J. Buscetto

s\Seymour Kroll                 Director                         August 26, 1999
------------------------------
Seymour Kroll

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_______________________         Director                       August ____, 1999
John Duncan

PROFORM\REGSTATE\PLAN-899

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