SecProbe.io

CORRESP
1
filename1.htm

March
16, 2005

VIA EDGAR AND FEDERAL
EXPRESS

Ms. Barbara C. Jacobs, Assistant
Director
 Division of Corporation Finance
 Mail Stop 4-6

United States Securities and Exchange Commission
 450 Fifth Street,
N.W.
 Washington, D.C. 20549

Re:
Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3

File No.
333-122519

Dear Ms. Jacobs:

Majesco Holdings Inc.
responds as follows to the Staff's  comment letter dated
March 4, 2005 relating to the above-captioned Registration Statement.
Captions and page references herein correspond to those set forth in
Pre-Effective Amendment No.  1 to the Registration Statement, a
copy of which has been  filed simultaneously herewith.   We
will  also be providing to the Staff, via courier,
a  black-lined copy of  Amendment No. 1 marking  the
changes  that have been made from the original filing.
The black-lined copy will be sent to Loryn Zerner for delivery on March
17, 2004. Please note that for the Staff's convenience, we have
recited each of the Staff's comments and provided the
Company's response to each comment immediately thereafter.

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.

We have
revised the text in accordance with the Staff's request. Please
see page 13.

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 common stock 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?

We have revised the text in accordance with the
Staff's request. Please see page
14.

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.

We have revised the text in accordance with
the Staff's request. Please see page
15.

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.

Please note that the
requested information was previously provided in the registration
statement and is indicated by a "**" in the
table of selling
stockholders.

5.
We note your
disclosure in your "plan of distribtuion"
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).

Based solely on information provided to
us, none of the selling stockholders currently have open short
positions in the Company's common stock. In addition, pursuant to
a lock-up agreement the selling stockholders are prohibited from
entering into short positions in our stock until April 2, 2005. We are
not aware of any selling stockholder who is undertaking the writing of
non-traded and exchange-traded call options or hedge transactions.
Accordingly, we are not aware of any parameters by which the selling
shareholders may act in accordance with. Based solely on information
provided to us, we believe that the selling stockholders are aware of
Telephone Interp. A. 65 (July 1997). In addition, in order to ensure
that the offering will conform to the requirements of Regulation M, we
have received representations from each of the selling stockholders to
the effect that each selling stockholder is aware of the requirements
of Regulation M and has agreed to comply therewith.

If
you have any questions or comments, please contact me at
732-225-8910.

Sincerely,

Jan
E. Chason
Chief Financial
Oficer

Cc:
Loryn
Zerner