Mail Stop 04-06

November 17, 2004

Madhu Poomalil
Chief Financial Officer
Intelligroup, Inc.
499 Thornall Street
Edison, New Jersey 08837

Re:   	Intelligroup, Inc.
Form 8-K filed November 1, 2004
File No. 000-20943

Dear Mr. Poomalil:

We have reviewed your filing and have the following comment.  Where
indicated, we think you should revise your document in response to
this comment.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.


Form 8-K, filed November 1, 2004
1. We note in your Form 8-K filed on September 27, 2004 that financial
statements for the years ended December 31, 2003, 2002, 2001 and all
quarterly periods beginning January 1, 2001 should no longer be relied
upon.  We also note the disclosure of the existence of remaining
unreconciled differences in the your intercompany accounting records.
Please revise the Form 8-K filed on November 1, 2004 to provide the
disclosure required by paragraphs (a)(1)(v)(A) through (D) under Item
304 of Regulation S-K.  Alternatively, tell us why a revision is not
necessary.

General

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 10 business days of the date of this
letter.  Please note that if you require longer than 10 business days
to respond, you should contact the staff immediately to request
additional time.  Any questions regarding the above should be directed
to me at (202) 942-1822, or in my absence, to Robert Benton at (202)
942-1811.


Sincerely,



Melissa Walsh
Staff Accountant

Intelligroup, Inc.
November 17, 2004
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