Mail Stop 7010
								July 27, 2005



Ms. Denise Hawkins, Principal Financial Officer
Media Sciences International, Inc.
8 Allerman Road
Oakland, New Jersey 07436

      Re:	Media Sciences International, Inc.
      Form 10-KSB/A for Fiscal Year Ended June 30, 2004
		Forms 10-QSB/A for Fiscal Quarters Ended September 30,
2004
and
      December 31, 2004
      Filed July 22, 2005
		File No. 1-6053

Dear Ms. Hawkins:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB/A for Fiscal Year Ended June 30, 2004

Report of Independent Registered Public Accounting Firm, page F-1

1.		Please request J.H. Cohn LLP to revise their report to
include an explanatory paragraph for the restatement of your June
30,
2004 financial statements in accordance with paragraph 12 of AU
Section 420.


Controls and Procedures, page 49

2.	In light of your restatement that resulted from material
weaknesses as disclosed in the fourth paragraph on page 49, tell
us
in reasonable detail the basis for your officers` conclusions that
the company`s disclosure controls and procedures were nonetheless
effective as of the end of the periods covered by the amended
reports.  Disclosure controls and procedures are either effective
or
not effective.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a cover letter with your
amendment
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	You may contact Bret Johnson at (202) 551-3753 or me at
(202)
551-3768 if you have questions regarding our comments.


Sincerely,



John Cash
Accounting Branch Chief

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Denise Hawkins
Media Sciences International, Inc.
July 27, 2005
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE