Mail Stop 4-6

April 1, 2005

James W. Dolan
Chief Financial and Operating Officer
MAI Systems Corporation
26110 Enterprise Way
Lake Forest, California 92630

Re:	MAI Systems Corporation
	Schedule 14C/A - File No. 1-09158, filed March 18, 2005

Dear Mr. Dolan:

      We have reviewed you`re amended filing 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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.

Schedule 14C

General

1. We note your response to our prior comment no. 10 and that you
did
not adequately demonstrate how you have met all three conditions
specified under Rule 3-01(c) of Regulation S-X.  Supplementally
provide your quantitative analysis that supports your
determination
that you expect to report income for the most recent fiscal year
that
includes the impact of the loss on extinguishment of debt.  We
refer
you to Rule 3-01(c)(2) of Regulation S-X.   However, since the
financial statements are over 89 days beyond the end of the year-
end,
the financial statements should be updated to include audited
financial statements for the two most recent year-ends.

Pro Forma Financial Information, Appendix B

2. We note your response to our prior comment no. 13 and your
belief
that EITF 96-19 is not applicable.  Supplementally provide your
quantitative analysis supporting your determination that the
modification of your debt to include a contingent conversion
feature
is not a substantive modification.  In your response specifically
address how you considered the value of your common stock, based
on
quoted market prices, that would have been issued to debt holders
if
the debt was converted on the date it was modified.

3. We note from your response to our prior comment no. 16 that you
include $188,000 of compensation expense in the Investor Group`s
new
basis.  As previously requested, tell us the authoritative
literature
you relied on in determining that compensation expense should be
included in the Investor Group`s basis for applying push down
accounting.  In your response, specifically address why a benefit
(purchase of common stock at below quoted market price) to certain
members of the Investor Group should be included in their basis.

4. We note your response to our prior comment no. 19 and your
revised
disclosures relating to the allocation of your purchase price on
page
B-4.  It appears that the historical net book value ($10,119)
includes proceeds from $1 million of common stock subscribed by
the
Investor Group.  Tell us why this $1 million in proceeds from the
Investor Group is included in your computation to arrive at your
pro
forma balance sheet and step up in basis of your assets.  In
addition, address in your response why the $1 million of common
stock
subscribed is included in your historical stockholder`s equity in
your schedule of post push-down stockholders` equity (deficiency)
on
page B-3.  Revise your schedule on pages B-3 and B-4, as
necessary.

5. You disclose the estimated fair value of your net assets
($1,891,000), which is less than the amount disclosed for the cost
of
the Investor Group`s 78.84% ownership in your company
($2,188,000).
Help us understand why the estimated fair value of your nets
assets
is not more than the Investor Group`s cost of their less than 100%
ownership interest.

6. Tell us whether you recorded deferred tax assets or liabilities
for the differences in tax basis and fair values of
assets/liabilities in applying push-down accounting to arrive at
your
pro forma balance sheet on page B-4.  In your response,
specifically
address your consideration of paragraphs 30-34 of SFAS 109, in
determining whether deferred tax assets or liabilities should be
recorded.

7. We note your computation of the step up in book value of net
assets is based on the Investor Group`s 78.84% ownership
percentage
(page B-4).  Considering you have disclosed that the individual
members of the Investor Group and the Investor Group are
considered a
control group (page B-3) tell us why the step up in the book value
of
net assets is not based on an increase in the control groups
ownership percentage of 65.52% (17.85% - percentage ownership of
individual members prior to Investor Group`s investment to 83.37%
- -
percentage ownership of individual members and Investor Group
combined).  Advise or revise.

8. We note from your response to comment no. 20 that the debt
conversion occurs prior to the application of push-down
accounting.
Considering the conversion occurs prior to applying push-down
accounting tell us why historic stockholders` deficiency of
approximately 13.4 million is not adjusted by the effect of the
debt
conversion before applying the ownership percentages (16.63% and
4.53%), to arrive at the "basis to carry over" for the Non-
Investor
Group and the Investor Group pre-existing ownership (page B-3).
In
this regard, we note that the "Historical Book Value-Pre Push Down
Accounting" assets and liabilities (page B-4) appear to be
presented
as if the debt had been converted in arriving at a negative book
value of $10,119.  Advise or revise your computations in arriving
at
"New stockholders` deficiency" to include the effect of the debt
conversion before applying the ownership percentage of the Non-
Investor group and the pre existing ownership percentage of the
Investor Group.

Closing Comments

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their disclosure, they are responsible for
the
accuracy and adequacy of the disclosures they have made.


*              *              *              *


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental 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 Thomas Ferraro at (202) 824-5367, or Stephen
Krikorian at (202) 942-2959, if you have questions or comments on
the
financial statements and related matters.  Please contact Daniel
Lee
at (202) 942-1871 with any other questions.  If you need further
assistance, you may contact me at (202) 942-2903.

	Sincerely,


	Celeste M. Murphy
Office of Mergers and Acquisitions

cc:	Via Facsimile
	David M. Griffith, Esq.
	General Counsel
	Fax: (949) 598-6324