SecProbe.io

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Mail Stop 4-6

								March 4, 2005

Jan E. Chason
Chief Financial Officer
Majesco Holdings, Inc.
160 Raritan Center Parkway
Edison, New Jersey 08837

	RE: 	Majesco Holdings, Inc.
		Form S-3
		Filed February 3, 2005
		File No. 333-122519

Dear Mr. Chason:

      This is to advise you that we limited our review to matters
relating to the selling shareholder and plan of distribution
disclosure in the Form S-3 registration statement and have the
following comments.

      If you disagree, we will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please
be
as detailed as necessary in your explanation.  Please file a
supplemental response.  After reviewing this information, we may
or
may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Form S-3

Incorporation by Reference, page 13
1. We note you incorporate by reference the description of your
common stock contained in your registration statement under the
Securities Act on Form S-1 filed on October 29, 2004, as amended.
Refer to paragraph (a)(3) to Item 12 of Form S-3 which enables you
to
incorporate the description of securities from an Exchange Act
registration statement, if you elect to incorporate rather than
providing the information text in the prospectus.  Please revise
accordingly.   Also, please update this section to include your
Form
10-K/A filed on February 28, 2005 as well as any other
subsequently
filed periodic reports.

Selling Stockholders, page 14
2. Please expand to provide a materially complete description of
the
transaction whereby the former holders of 7% convertible preferred
stock received shares as dividends and selling shareholders
received
warrants.  Also, provide a materially complete description of each
class of these convertible and exercisable securities.  Please
note
that all material transactions with each selling shareholder
within
the past three years must be summarized to conform to the
requirements of Item 507 of Regulation S-K.  The context in which
the
parties entered into the securities purchase agreements, as well
as
materially complete descriptions of the terms of those and any
other
agreements with the selling security holders should be provided to
satisfy this disclosure requirement.  For example, we note that
the
shares of commons tock are subject to lock-up agreements and are
restricted from being disposed of until April 2, 2005, subject to
extension under certain circumstances.  What do these "certain
circumstances" entail?
3. Based on our records, it does not appear that Nob Hill Capital
Partners is a widely-held reporting company under Section 13 or
15(d)
of the Exchange Act, or a registered investment company.  If true,
please identify the natural persons who exercise sole or shared
voting or dispositive powers with respect to the shares held of
record by Nob Hill Capital Partners.  See Item 507 of Regulation
S-K
and 4S of the Regulation S-K section of the March 1999 Supplement
to
the Telephone Interpretations Manual.
4. Please disclose whether any of the selling shareholders are
registered broker-dealers or affiliates of registered broker-
dealers.
Any registered broker-dealer selling shares must be identified as
an
underwriter in the prospectus unless such shares were acquired as
compensation for investment banking or similar services.  If any
selling shareholders are affiliates of registered broker-dealers,
please indicate whether they acquired their shares in the ordinary
course of business and whether, at the time of the purchase of the
securities to be resold, the seller had any agreements, plans or
understandings, directly or indirectly, with any person to
distribute
the securities.  We may have further comments, based on your
response.
5. We note your disclosure in your "plan of distribution" section
the
selling shareholders may engage in short sales of the shares.
Please
advise whether any of the selling shareholders currently have open
short positions in Majesco common stock.  We further note that the
selling shareholders may offer the shares in connection with the
writing of non-traded and exchange -traded call options and in
hedge
transactions.  Please describe the parameters by which selling
shareholders will offer securities through call options and other
hedge transactions. Please supplementally confirm that you and the
selling security holders are aware of Telephone Interp. A. 65
(July
1997).  In addition, in your response letter explain the steps
that
have been taken by the company and the selling shareholders to
ensure
that the offering will conform to the requirements of Regulation
M.
See Rule 461(b)(7).

    As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

    Please allow adequate time after the filing of any amendment
for
further review before submitting a request for acceleration.
Please
provide this request at least two business days in advance of the
requested effective date.

    Direct any questions to Loryn Zerner at (202) 942-1910.  If
you
require additional assistance, you may contact Mark Shuman, Branch
Chief-Legal at (202) 942-1818 or me at (202) 942-1800.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

      cc:	Via Facsimile 212-983-3115
      	Faith L. Charles, Esq.
      	Todd Mason, Esq.
      	Mintz, Levin, Cohn, Ferris, Glovsky & Popeo

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Majesco Holdings, Inc.
Form S-1
Page 1

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