8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)    December 9, 2005

Majesco Entertainment Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

333-70663				06-1529524
(Commission File Number)				(IRS Employer Identification No.)
160 Raritan Center Parkway, Edison, New Jersey				08837
(Address of Principal Executive Offices)				(Zip Code)

(732) 225-8910
(Registrant's Telephone Number, Including Area Code)

                                                                                                         
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01    Other Events.

On December 9, 2005, Majesco Entertainment Company, a Delaware corporation (the "Company"), entered into a binding letter of intent (the "LOI") with a third party publisher, pursuant to which the Company sold and transferred to such party all of its rights, title and interest with respect to the interactive software games "Ghost Rider" and "The Darkness" that are currently in development (together, the "Products"). Under the terms of the LOI, the Company was paid $8,000,000 cash for the Products, all intellectual property and contracts related to the Products, and any and all assets related to the Products that are in the possession of or controlled by the Company, and assumed all of the Company's obligations and liabilities related to the Products.

As a result of the sale, the Company reduced its financial obligations and improved its capital structure.

On December 13, 2005, the Company issued a press release announcing its entry into the LOI. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

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

Exhibit Number				Description
99.1				Press Release dated December 13, 2005.

SIGNATURES

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

				MAJESCO ENTERTAINMENT COMPANY
				By:				/s/ Jesse Sutton
				Name:				Jesse Sutton
				Title:				President

Date: December 13, 2005

EX-99.1

Contact:Mary Magnani
Director, Investor Relations
MAJESCO ENTERTAINMENT COMPANY
(732) 225-8910

FOR IMMEDIATE RELEASE

MAJESCO ENTERTAINMENT COMPANY ANNOUNCES SALE OF TWO TITLES

EDISON, N.J, December 13, 2005 -- Majesco Entertainment Company (NASDAQ: COOL), today announced that it has sold all of its rights and obligations related to the game titles, The Darkness and GhostRider, to a video game publisher. The assignment included all of Majesco's agreements with the licensors and developers for these titles. Majesco received proceeds of $8.0 million as a result of the transaction.

As a result of the sale, the Company reduces its financial obligations and improves its capital structure. Additionally, this sale affords the Company added flexibility with which to pursue additional opportunities and execute initiatives related to its core business.

Additional details will follow on a conference call in January 2006 when the Company plans to report its results for fiscal 2005, ended October 31, 2005 and discuss its overall business plans.

About Majesco Entertainment Company

Headquartered in Edison, NJ, Majesco Entertainment Company (NASDAQ: COOL) is a publisher of interactive entertainment products. The Company's diverse product lineup includes notable video game properties such as Aeon Flux^™ and JAWS^™ Unleashed, and Infected^™ for the PSP^™ (PlayStation^®Portable), as well as entertainment products like Frogger^® TV Arcade. Utilizing its proprietary video compression technology, Majesco also offers Game Boy^® Advance Video versions of the beloved DreamWorks Animation movies Shrek, Shrek 2 and Shark Tale. More information about Majesco can be found online at www.majescoentertainment.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; timely development and release of our products; the ability to secure licenses to valuable entertainment properties on favorable terms; continued consumer acceptance of the gaming platforms on which our products operate and our products; competitive factors in the businesses in which we compete; fulfillment of orders preliminarily made by customers; the ability to attract and retain key personnel; 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.

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