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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) July 21, 2006

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))



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Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On July 21, 2006, Steven Weinstein resigned, effective as of such date, from his position as a director of Majesco Entertainment Company as a result of a change in his employment that presented conflicts with his ability to continue to serve on the Board of Directors. Mr. Weinstein was appointed to the Board of Directors on April 28, 2006.




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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/ Morris Sutton
    Name:Morris Sutton
Title:Interim Chief Executive Officer

Date: July 27, 2006