Majesco Entertainment Company
                           160 Raritan Center Parkway
                                Edison, NJ 08837


                                                       September 28, 2006


VIA EDGAR
- ---------

Securities and Exchange Commission
100 F Street, N.E.
Judiciary Plaza
Washington, D.C. 20549

    Re:  MAJESCO ENTERTAINMENT COMPANY
         REGISTRATION STATEMENT ON FORM S-3, AS AMENDED
         (SEC FILE NO. 333-135463)
         -------------------------

Ladies and Gentlemen:

     With respect to the above-referenced Registration Statement on Form S-3, 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 Entertainment Company (the
"Company"), that the Securities and Exchange Commission accelerate the effective
date of the Registration Statement to 9:00 a.m. on Tuesday, October 3, 2006, 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 Securities and
Exchange Commission (the "Commission") that should the Commission or the staff
acting pursuant to delegated authority, declare the filing effective, (i) 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 and (ii) the
Company is not relieved from its full responsibility for the adequacy and
accuracy of the disclosure in the filing.

     Please call Todd E. Mason, Esq., 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/ John Gross
                                                      -----------------------
                                                      John Gross
                                                      Chief Financial Officer

cc:  Todd Mason, Esq.