SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CORSAIR CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

350 MADISON AVENUE

9TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/13/2004

3. Issuer Name and Ticker or Trading Symbol
MAJESCO HOLDINGS INC [ MJSH.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,900	I	See⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Issuer's 7% Convertible Preferred Stock	04/13/2004	⁽⁸⁾	Common Stock	2,440,000	$1	D⁽¹⁾⁽⁷⁾
Issuer's 7% Convertible Preferred Stock	04/13/2004	⁽⁸⁾	Common Stock	115,000	$1	D⁽²⁾⁽⁷⁾
Issuer's 7% Convertible Preferred Stock	04/13/2004	⁽⁸⁾	Common Stock	1,060,000	$1	D⁽³⁾⁽⁷⁾
Issuer's 7% Convertible Preferred Stock	04/13/2004	⁽⁸⁾	Common Stock	85,000	$1	D⁽⁴⁾⁽⁷⁾
Issuer's 7% Convertible Preferred Stock	04/13/2004	⁽⁸⁾	Common Stock	300,000	$1	D⁽⁵⁾⁽⁷⁾
Issuer's 7% Convertible Preferred Stock	04/13/2004	⁽⁸⁾	Common Stock	90,000	$1	I	See⁽⁶⁾⁽⁷⁾
Warrants	04/13/2004	04/13/2007	Common Stock	2,440,000	$1	D⁽¹⁾⁽⁷⁾
Warrants	04/13/2004	04/13/2007	Common Stock	115,000	$1	D⁽²⁾⁽⁷⁾
Warrants	04/13/2004	04/13/2007	Common Stock	1,060,000	$1	D⁽³⁾⁽⁷⁾
Warrants	04/13/2004	04/13/2007	Common Stock	85,000	$1	D⁽⁴⁾⁽⁷⁾
Warrants	04/13/2004	04/13/2007	Common Stock	300,000	$1	D⁽⁵⁾⁽⁷⁾
Warrants	04/13/2004	04/13/2007	Common Stock	900,000	$1	I	See⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. Corsair Capital Partners, L.P. ("Corsair Capital") directly owns 244 shares of the Issuer's 7% Convertible Preferred Stock ("Preferred Stock") and the Issuer's warrants ("Warrants") exercisable for 2,440,000 shares of common Stock.

2. Corsair Long Short International, Ltd. ("Corsair International") directly owns 11.5 shares of Preferred Stock and Warrants exercisable for 115,000 shares of common stock.

3. Corsair Select, L.P. ("Corsair Select") directly owns 106 shares of Preferred Stock and Warrants exercisable for 1,060,000 shares of common stock.

4. Corsair Capital Partners 100, L.P. ("Corsair 100") directly owns 8.5 shares of Preferred Stock and Warrants exercisable for 85,000.

5. Corsair Capital Investors, Ltd. ("Corsair Investors") directly owns 30 shares of Preferred Stock and Warrants exercisable for 300,000 shares of common stock.

6. Corsair Capital Management, L.L.C. ("Corsair Management") has a pecuniary interest in an additional 7,900 shares of common stock, 90 shares of Preferred Stock, and Warrants exercisable for 900,000 shares of common stock due to its performance fee arrangement with respect to certain managed accounts.

7. Corsair Management is the investment manager of Corsair Capital, Corsair International, Corsair Select, Corsair 100 and Corsair Investors (the "Funds") and the manager of other separate accounts. Mssrs. Petschek and Major are the controlling persons of Corsair Management. Therefore, each of Corsair Management, Mr. Petschek and Mr. Major may be deemed to share beneficial ownership of the shares beneficially owned by the Funds. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that the filing of this Form 3 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form.

8. The Preferred Stock has no expiration date.

	Steven Major, Managing Member	05/10/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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