SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Intelligroup, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

45816A106
(CUSIP Number)

Kazuhiro Nishihata
NTT DATA CORPORATION
Toyosu Center Building

3-3, Toyosu 3-chome
Koto-ku, Tokyo 135-6033, Japan
81-3-5546-8202

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

Copies to:

Spencer D. Klein, Esq.
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104

July 19, 2010
(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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (the “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).

TABLE OF CONTENTS

	Item 3. Source and Amount of Funds or Other Consideration
	Item 5. Interest in Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
Signature
EX-99.7.1

SCHEDULE 13D

CUSIP No. 45816A106 

1	NAME OF REPORTING PERSON NTT DATA CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS).
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			39,901,065
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			39,901,065
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,901,065
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	96.6%
14	TYPE OF REPORTING PERSON
	CO

Page 2 of 7

SCHEDULE 13D

CUSIP No. 45816A106 

1	NAME OF REPORTING PERSON NTT Data International L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS).
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			39,901,065
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			39,901,065
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,901,065
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	96.6%
14	TYPE OF REPORTING PERSON
	OO

Page 3 of 7

SCHEDULE 13D

CUSIP No. 45816A106 

1	NAME OF REPORTING PERSON Mobius Subsidiary Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS).
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Jersey
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			39,901,065
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			39,901,065
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,901,065
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	96.6%
14	TYPE OF REPORTING PERSON
	CO

Page 4 of 7

SCHEDULE 13D

CUSIP No. 45816A106 

1	NAME OF REPORTING PERSON Nippon Telegraph and Telephone Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS).
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Japan
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			39,901,065
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			39,901,065
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	39,901,065
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	96.6%
14	TYPE OF REPORTING PERSON
	CO

Page 5 of 7

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following after the third paragraph:

     The Offer expired at 12:00 midnight, New York City time, on Monday, July 19, 2010. Based on the information provided by the depositary, a total of approximately 39,901,065 Shares (including 39,005 Shares tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn. The Shares tendered in the Offer represent approximately 96.6% of the Company’s issued and outstanding Shares. All Shares that were validly tendered in the Offer and not withdrawn were accepted for payment effective 12:01 a.m. on July 20, 2010, and Purchaser will promptly pay for such Shares at the Per Share Amount.

     The Reporting Persons estimate that the total cost to consummate the Offer and effect the purchase of Shares described above is approximately $185.5 million, which value does not include the acquisition of Shares that will be cancelled and exchanged for the Per Share Amount in the Merger. Purchaser acquired the funds for such purchase from Parent. Parent obtained the funds that it provided to Purchaser out of cash on hand and borrowings in the ordinary course.

Item 5. Interest in Securities of the Issuer.

Sections (a) and (b) of Item 5 are hereby deleted in their entirety and replaced with the following:

(a), (b) Purchaser is the direct record owner of, and has the power to vote and to dispose or direct the disposition of, 39,901,065 Shares, which represent 96.6% of the Company’s outstanding Shares. Parent, NDI and NTT are each beneficial owners of 39,901,065 Shares, which represent 96.6% of the Company’s outstanding Shares. To each Reporting Person’s knowledge, no Shares are beneficially owned by any of the persons named in Schedule I to this Schedule 13D, except for such beneficial ownership, if any, arising solely from such person’s affiliation with any of the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

Exhibit 2.1	Agreement and Plan of Merger by and among Parent, Purchaser and the Company, dated as of June 14, 2010 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A, dated June 21, 2010).
Exhibit 2.2	Shareholders’ Agreement by and among Parent, Purchaser and SB Asia Infrastructure Fund L.P. and Venture Tech Assets Ltd., dated as of June 14, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, dated June 21, 2010).
Exhibit 7	Joint Filing Agreement, dated June 14, 2010, by and among Parent, NDI, Purchaser and NTT (incorporated by reference to the Schedule 13D, dated June 14, 2010, filed with the SEC by Parent, NDI, Purchaser and NTT).
Exhibit 7.1	Power of Attorney, dated July 20, 2010, by and among Parent, NDI, Purchaser and NTT.

Page 6 of 7

Signature

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 20, 2010

NTT DATA CORPORATION NTT DATA INTERNATIONAL L.L.C. MOBIUS SUBSIDIARY CORPORATION NIPPON TELEGRAPH AND TELEPHONE CORPORATION
By:	/s/ Kazuhiro Nishihata
	Name:	Kazuhiro Nishihata
	Title:	Attorney-in-fact

Page 7 of 7 EX-99.7.1 2 y85689exv99w7w1.htm EX-99.7.1

Exhibit 7.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each of the undersigned, NTT DATA CORPORATION, NTT Data International L.L.C., Mobius Subsidiary Corporation and Nippon Telegraph and Telephone Corporation, hereby constitutes and appoints Kazuhiro Nishihata as its true and lawful attorney-in-fact to:

1.	Execute for and on behalf of the undersigned amendments to the statement on Schedule 13D and Forms 3, 4 and 5, in accordance with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder, relating to their beneficial ownership of and transactions in securities issued by Intelligroup, Inc.;
2.	Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such amendments to the statement on Schedule 13D (including without limitation, any agreement of joint filing) or Form 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3.	Take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

Each of the undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file statements on Schedule 13D or Forms 3, 4 and 5 with respect to their beneficial ownership of and transactions in securities issued by Intelligroup, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of July 20, 2010.

NTT DATA CORPORATION
By:	/s/ Kazuhiro Nishihata
	Name:	Kazuhiro Nishihata
	Title:	Senior Vice President
NTT DATA INTERNATIONAL L.L.C.
By:	/s/ Takashi Enomoto
	Name:	Takashi Enomoto
	Title:	President
MOBIUS SUBSIDIARY CORPORATION
By:	/s/ Koji Miyajima
	Name:	Koji Miyajima
	Title:	President & CEO
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
By:	/s/ Hiroo Unoura
	Name:	Hiroo Unoura
	Title:	Senior Executive Vice President; Chief Financial Officer

EX-99.7.1

exv99w7w1