8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): July 16, 2004

                              MAJESCO HOLDINGS INC.
             (Exact name of registrant as specified in its charter)


          Delaware                     333-70663               06-1529524
(State or Other Jurisdiction    (Commission File Number)    (I.R.S. Employer
      of Incorporation)                                    Identification No.)


                           160 Raritan Center Parkway
                            Edison, New Jersey 08837

          (Address of principal executive offices, including zip code)

                                 (732) 225-8910

              (Registrant's telephone number, including area code)



          (Former name or former address, if changed since last report)





ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On July 16, 2004, Majesco Holdings Inc. issued a press release
announcing that it has shifted the release date of its video game, Advent
Rising, to the first calendar quarter of 2005. A copy of the press release is
filed herewith as Exhibit 99.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) The following exhibits are furnished with this report:

Exhibit No.        Description

99.1               Press Release issued by Majesco Holdings Inc., dated July 16,
                   2004.
























                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                   MAJESCO HOLDINGS INC.
                                   (Registrant)

Dated: July 21, 2004               By:  /s/ Jesse Sutton
                                        ----------------------------------
                                        Jesse Sutton
                                        President and Chief Executive Officer

EX-99.1

MAJESCO SHIFTS RELEASE OF 'ADVENT RISING'
Friday July 16, 7:20 am ET

EAGERLY AWAITED SCI-FI ADVENTURE SCHEDULED FOR FIRST QUARTER OF NEXT YEAR

COMPANY REITERATES 2004 FISCAL YEAR GUIDANCE

EDISON, N.J.--(BUSINESS WIRE)--July 16, 2004--Majesco Holdings Inc., a leading
publisher and distributor of interactive entertainment products, today announced
it has shifted the release date of their highly anticipated sci-fi video game,
Advent Rising, to the first calendar quarter of 2005.

Majesco also announced that due to the strong retail performance of its Game
Boy(R) Advance and Game Boy(R) Advance Video lineup; the upcoming release of its
TV Arcade products and holiday line-up, including the action/horror sequel,
BloodRayne 2, the Company remains confident in its previously announced guidance
of net revenues in the range of $100 to $110 million, and operating income
between $12 to $15 million for its 2004 fiscal year.

"We are taking advantage of our strong fourth quarter line-up to allow Advent to
fully realize all aspects of its franchise potential," said Jesse Sutton, Chief
Executive Officer of Majesco. "This change in strategy also enables us to free
the game from what we expect to be an overcrowded holiday season so that we can
maximize the impact of our marketing campaign."

One of the most popular titles emerging from the industry's annual Electronic
Entertainment Expo, Advent Rising is the first in an epic trilogy of sci-fi
action games for the Xbox(R) video game system from Microsoft and PC. Working
with award-winning science fiction author Orson Scott Card, developer GlyphX
Games has created a gripping adventure that thrusts gamers into a continuously
evolving series of sequences and events that unfold in an incredible
intergalactic saga. In Advent Rising, players make decisions that effect not
only what they experience in the first game, but the entire Advent trilogy.

Additional information about Advent Rising and the critically acclaimed "making
the game" documentary is located at www.adventtrilogy.com.


About Majesco

Established in 1986 and headquartered in Edison, NJ, with offices in the United
Kingdom, Majesco Holdings Inc., operating through its wholly owned subsidiary,
Majesco Sales Inc., is a leading developer, publisher and distributor of
interactive entertainment products for the Xbox(R) video game system from
Microsoft, Sony PlayStation(R)2 computer entertainment system, and Nintendo
GameCube(TM) and Game Boy(R) Advance systems, as well as the personal computer.
The Company's 2004 lineup includes BloodRayne 2, the sequel to its popular
action/horror series, and the launch of its Game Boy(R) Advance Video product
line, which utilizes the Company's proprietary video compression technology to
enable consumers to view commercial-grade video on a standard Nintendo Game Boy
Advance system. Advent Rising, the first in a trilogy of action/adventure games,
will ship to stores in 2005. More information about our Company can be found
online at www.majescogames.com.


Safe Harbor

Certain statements contained herein are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements may be
identified by reference to a future period(s) or by the use of forward-looking
terminology, such as "may," "will," "intend," "should," "expect," "anticipate,"
"estimate" or "continue" or the negatives thereof or other comparable
terminology. The Company's actual results could differ materially from those
anticipated in such forward-looking statements due to a variety of factors.
These





factors include but are not limited to, the demand for our products; competitive
factors in the businesses in which we compete; continued consumer acceptance of
the gaming platforms on which our products operate and our products; fulfillment
of orders preliminarily made by customers; adverse changes in the securities
markets and the availability of and costs associated with sources of liquidity.
The Company does not undertake, and specifically disclaims any obligation, to
release publicly the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.


- ----------
Contact:
     Majesco
     Financial:
     Jan E. Chason, 732-225-8910
     Jchason@majescosales.com
      or
     HighWater Group
     Media:
     Laura Heeb, 212-338-0077 x. 307
     laura@highwatergroup.com