MAJESCO ENTERTAINMENT COMPANY
160 RARITAN CENTER PARKWAY
EDISON, NJ 08837
(732) 225-8910
May 26, 2011
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Matthew Crispino
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Re: |
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Majesco Entertainment Company
Registration Statement on Form S-3 (SEC File No. 333-173863) |
Ladies and Gentlemen:
With respect to the above-referenced Registration Statement on Form S-3, as amended, initially
filed on May 2, 2011 (the Registration Statement), and pursuant to Rule 461 of Regulation C
promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully
requests, on behalf of Majesco Entertainment Company (the Company), that the Securities and
Exchange Commission accelerate the effective date of the Registration Statement to 1:00 p.m. on
Friday, May 27, 2011, or as soon as practicable thereafter.
The cooperation of the staff in meeting the timetable described above is very much
appreciated.
The Company acknowledges to the Securities and Exchange Commission (the Commission) that:
(i) should the Commission or the staff acting pursuant to delegated authority, declare the filing
effective, the Commission is not foreclosed from taking any action with respect to the filing; (ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and (iii) the Company may not assert the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Please call Todd E. Mason, Esq., of Thompson Hine LLP, counsel to the Company, at (212)
908-3946 with any comments or questions regarding the Registration Statement.
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Very truly yours,
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/s/ Jesse Sutton
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Jesse Sutton |
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Chief Executive Officer |
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