Room 4561

	December 6, 2005

Vikram Gulati
President and Chief Executive Officer
Intelligroup, Inc.
499 Thornall Street
Edison, New Jersey 08837

Re:	Intelligroup, Inc.
	Preliminary Proxy Statement on Schedule 14A filed November
29,
2005
	File No. 0-20943

Dear Mr. Gulati:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.  No
further review of the filing has been or will be made.  Where
indicated, we think you should revise your document in response to
these comments.  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.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Proxy Statement on Schedule 14A

Amendment of the Charter, page 5

1. Please disclose in an illustrative table or otherwise how many
shares of common stock are currently outstanding including shares
of
common stock underlying outstanding convertible securities or
issuable pursuant to other obligations, and how many shares are
currently available for issuance and will be available upon the
effectiveness of the increase in your authorized capital.

2. We note your discussion of the anti-takeover implications of
the
proposed increase in authorized capital.  Please discuss other
anti-
takeover mechanisms that may be present in your governing
documents
or otherwise and whether there are any plans or proposals to adopt
other provisions or enter into other arrangements that may have
material anti-takeover consequences.  Inform holders that
management
might use the additional shares to resist or frustrate a third-
party
transaction providing an above-market premium that is favored by a
majority of the independent stockholders.  Please refer to Release
No. 34-15230 for additional guidance.

Form 10-KSB for the year ended December 31, 2004

3. With respect to your disclosure of changes to your internal
control over financial reporting pursuant to Item 308 of
Regulation
S-K in which you reference changes "during the fiscal year ended
December 31, 2004."  We also note similar disclosure in your
interim
reports with respect to subsequent periods.  Please note that Item
308 of Regulation S-B requires the disclosure of any change in
your
internal control over financial reporting that occurred
specifically
during your "last fiscal quarter" that has "materially affected,
or
is reasonably likely to materially affect," your internal control
over financial reporting.  In light of the foregoing, please
advise
us specifically with respect to changes in your internal control
over
financial reporting for the quarters ended December 31, 2004,
March
31, 2005, June 30, 2005 and September 30, 2005.  Please also
confirm
to us that you will consider this comment in preparing future
periodic reports.


*              *              *              *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment 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 comments, 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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions.  If you
need
further assistance, you may contact me at (202) 551-3730.

	Sincerely,


	Barbara C. Jacobs
	Assistant Director


cc:	Via Facsimile
	Loryn Zerner, Esq.
	Latham & Watkins LLP
      885 Third Avenue, Suite 1000
      New York, New York 10022-4834
      Telephone: (212) 906-1200
      Facsimile: (212) 751-4864