UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                  SCHEDULE 13D
                                 (RULE 13D-101)

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                 FILED PURSUANT TO RULE 13D-1(2) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13D-2(A)
                               (AMENDMENT NO. 1)*


                          MAJESCO ENTERTAINMENT COMPANY
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                    784495103
                             -----------------------
                                 (CUSIP Number)

                                   Adam Sutton
                           160 Raritan Center Parkway
                            Edison, New Jersey 08837
                                 (732) 225-8910

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            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 21, 2006
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             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See SS. 240.13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




=========================
CUSIP NO.  784495103                       13D
=========================




=============================================================================================================
1            NAMES OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
             Adam Sutton
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2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)               (a) [ ]
                                                                                               (b) [ ]
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3            SEC USE ONLY

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4            SOURCE OF FUNDS (See Instructions)

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5            CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
             ITEMS 2(d) or 2(e)                                                                    [ ]
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6            CITIZENSHIP OR PLACE OF ORGANIZATION
             USA
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                     7       SOLE VOTING POWER
NUMBER OF                    2,088,571
SHARES             ------------------------------------------------------------------------------------------
BENEFICIALLY         8       SHARED VOTING POWER
OWNED BY
EACH               ------------------------------------------------------------------------------------------
REPORTING            9       SOLE DISPOSITIVE POWER
PERSON                       2,088,571
WITH               ------------------------------------------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER

=============================================================================================================
11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             2,088,571
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12           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                 [ ]
             (See Instructions)
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13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
             8.85%(1)
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14           TYPE OF REPORTING PERSON (See Instructions)
             IN
=============================================================================================================


----------------------
(1) On the basis of 23,597,534 shares of Common Stock reported by the Company
to be issued and outstanding as of July 31, 2006 in the Company's latest
Quarterly Report on Form 10-Q, as filed with the Securities and Exchange
Commission on September 11, 2006.



                      SEE INSTRUCTIONS BEFORE FILLING OUT!





     This Amendment No. 1 (the "Amendment No. 1") amends the original Schedule
13D (the "Original Schedule 13D") filed with the Securities and Exchange
Commission by Mr. Adam Sutton (the "Reporting Person"). The purpose of this
Amendment No. 1 is to disclose that the Reporting Person entered into a written
10b5-1 Trading Plan, dated July 21, 2006, with UBS Financial Services Inc. (the
"Trading Plan"). Accordingly, only items 4, 5 and 6, the only amended Items,
are reported herein.

Item 4.    Purpose of Transaction.

         On July 21, 2006, the Reporting Person entered into the Trading Plan
pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended,
under which the Reporting Person has instructed UBS Financial Services, Inc., as
its agent, to sell up to 132,000 shares of Common Stock of Majesco Entertainment
Company (the "Issuer") from July 21, 2006 through July 31, 2007, subject to the
terms, conditions and restrictions set forth in the Trading Plan. The adoption
of the Trading Plan by the Reporting Person does not reflect a lack of
confidence in the Issuer on the part of the Reporting Person.

Item 5.    Interest in Securities of the Issuer.

         (a) and (b) As of the date hereof, the Reporting Person is deemed to
beneficially own an aggregate of 2,088,571 shares of Common Stock, representing
approximately 8.85% of the number of shares of Common Stock stated to be
outstanding by the Company in its Quarterly Report on Form 10-Q, for the period
ended July 31, 2006, as filed with the Securities and Exchange Commission on
September 11, 2006. The Reporting Person has the power to direct the vote and
the power to direct the disposition of these shares of Common Stock.

         (c) Except as described in Item 4 of this Amendment No. 1, the
Reporting Person has not effected any transactions in the Issuer's ordinary
shares during the past sixty (60) days.

Item 6.    Contracts, Arrangements, Understandings or Relationship with Respect
           to Securities of the Issuer.

         The description of the Trading Plan set forth in Item 4 of this
Amendment No. 1 is incorporated by reference into this Item 6.






                                    SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                              October 26, 2006
                                              ----------------------------------
                                              (Date)


                                              /s/ Adam Sutton
                                              ----------------------------------
                                              (Signature)


                                              Adam Sutton, Shareholder
                                              ----------------------------------
                                              (Name/Title)


         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention.  Intentional misstatements or omissions of fact constitute Federal
            criminal violations (See 18 U.S.C. 1001).