-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/tQfL3IRLnRakAoKXpM2F3vqlS/YD4G+xzRxsDxf8Gv5C79YG3GzR6p9dxyL1R1 bixHiAOPjzkyszIEw/j2Hw== 0000950136-05-001812.txt : 20060403 0000950136-05-001812.hdr.sgml : 20060403 20050331172308 ACCESSION NUMBER: 0000950136-05-001812 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAJESCO HOLDINGS INC CENTRAL INDEX KEY: 0001076682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061529524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 160 RARITAN CENTER PARKWAY STREET 2: SUITE 1 CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 7328727490 MAIL ADDRESS: STREET 1: PO BOX 6570 CITY: EDISON STATE: NJ ZIP: 08818 FORMER COMPANY: FORMER CONFORMED NAME: MAJESCO HOLDINGS INC DATE OF NAME CHANGE: 20040416 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTIVCORP DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: SPINROCKET COM INC DATE OF NAME CHANGE: 20000502 CORRESP 1 filename1.htm 



                              MAJESCO HOLDINGS INC.
                           160 RARITAN CENTER PARKWAY
                            EDISON, NEW JERSEY 08837
                                 (973) 225-8910



                                 March 31, 2005

VIA EDGAR & FACSIMILE

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549
Attention: Mark Shuman

    Re: MAJESCO HOLDINGS INC.
        REGISTRATION STATEMENT ON FORM S-3, AS AMENDED (SEC FILE NO. 333-122519)

Ladies and Gentlemen:

         With respect to the above-referenced Registration Statement on Form S-3
filed on February 3, 2005, as amended (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 Holdings Inc. (the "Company"), that the Securities and Exchange
Commission (the "Commission") accelerate the effective date of the Registration
Statement to 5:30 p.m. on Friday, April 1, 2005, or as soon as practicable
thereafter.

         The cooperation of the staff in meeting the timetable described above
is very much appreciated.

         The Company acknowledges that the staff comments or changes in response
to staff comments in the proposed disclosure in the Registration Statement may
not be asserted as a defense in any proceeding which may be brought by any
person with respect to this matter. The Company also represents to the
Commission that 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 and the Company represents that it
will 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 of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., counsel to the Company, at (212) 692-6731 with any comments or
questions regarding the Registration Statement.

                                                        Very truly yours,

                                                        /s/ Jan E. Chason
                                                        Jan E. Chason
                                                        Chief Financial Officer


cc:   Todd E. Mason
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