Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Grafman Allan
  2. Issuer Name and Ticker or Trading Symbol
MAJESCO ENTERTAINMENT CO [COOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
160 RARITAN CENTER PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2013
(Street)

EDISON, NJ 08837
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/15/2013   G(1) V 4,000 (1) D $ 0 125,169 D  
Restricted Common Stock 08/03/2013   A   18,750 (2) A $ 0 143,919 D  
Common Stock 08/05/2013   S   19,672 (3) D $ 0.62 124,247 D  
Common Stock 03/15/2013   G(1) V 3,000 (1) A $ 0 3,000 I By children
Common Stock 03/15/2013   G(1) V 1,000 (1) A $ 0 1,000 I By reporting person as UGMA custodian for child

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 0.64 08/03/2013   A   63,493     (4) 08/03/2020 Common Stock 63,493 $ 0.64 63,493 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Grafman Allan
160 RARITAN CENTER PARKWAY
EDISON, NJ 08837
  X      

Signatures

 /s/ Allan Grafman   08/06/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This transaction involved a gift of securities by the reporting person of 1,000 shares of common stock of the issuer to each one of his four children, 1,000 of which were transferred to the reporting person as custodian for his minor son under the Uniform Gifts to Minors Act and the remaining 3,000 of which were transferred to accounts of his adult children over which the reporting person has power of attorney. The reporting person disclaims beneficial ownership of the shares held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of any of his children's shares for the purposes of Section 16 or for any other purpose.
(2) Quarterly restricted stock grant pursuant to the issuer's director compensation policy that vests 180 days from the grant date.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan.
(4) Annual option grant pursuant to the Issuer's director compensation policy, which options vest over a two-year period with one-half vesting on each of the first and second anniversaries of the date of issuance.

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