As filed with the Securities and Exchange Commission on December 22, 2006

Registration No. 333-11486

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

INTELLIGROUP, INC.

(Exact name of registrant as specified in its charter)

New Jersey	11-2880025
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
499 Thornall Street Edison, New Jersey 08837 (732) 590-1600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
1996 STOCK PLAN
(Full title of the plan)
Vikram Gulati President and Chief Executive Officer Intelligroup, Inc. 499 Thornall Street Edison, New Jersey 08837 (732) 590-1600 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Bradd Williamson, Esq. Latham & Watkins LLP 885 Third Avenue, Suite 1000 New York, New York 10022 (212) 906-1200
DEREGISTRATION OF SECURITIES

Intelligroup, Inc. (the “Registrant”), is filing this post-effective amendment to deregister certain securities originally registered for sale under the Intelligroup, Inc. 1996 Stock Plan (the “1996 Plan”) pursuant to the Registration Statement on Form S-8 filed on February 11, 2000 (File No. 333-11486), with respect to shares of the Registrant’s Common Stock, par value $0.01 (the “Common Stock”).  A total of 3,250,000 shares (after giving effect to any stock splits) were registered for issuance under the Registrant’s 1996 Plan pursuant to the Form S-8 filed on February 11, 2000 (File No. 333-11486). 

The Registrant adopted a new equity incentive plan, the Intelligroup, Inc. 2004 Equity Incentive Award Plan (the “2004 Plan”) which replaces the 1996 Plan as of the date the shareholders approved the 2004 Plan.  No future awards will be made under the 1996 Plan.  According to the terms of the 2004 Plan, shares that were available for grant under the 1996 Plan or that were not issued under the 1996 Plan are available for issuance under the 2004 Plan.  A total of 2,744,741 shares were subsequently deregistered pursuant to a Post-Effective Amendment to the Registration Statement on Form S-8 filed on February 11, 2000 (File No. 333-11486), which shares were contemporaneously registered on Registration Statement on Form S-8 filed on May 1, 2006 (File No. 333-70244) for issuance under the 2004 Plan.  505,259 shares remained registered under the 1996 Plan pursuant to the Registration Statement on Form S-8 filed on February 11, 2000 (File No. 333-11486). 

118,350 of the shares remaining registered under the 1996 Plan pursuant to the Registration Statement on Form S-8 filed on February 11, 2000 (File No. 333-11486) have subsequently become available for grant (the “Carried Forward Shares”).  The Carried Forward Shares are hereby deregistered.

Contemporaneously with the filing of this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (File No. 333-11486), the Registrant is filing a Registration Statement on Form S-8 to register shares of Common Stock for offer or sale pursuant to the 2004 Plan, including but not limited to the Carried Forward Shares.  The registration fees associated with the Carried Forward Shares paid by the Registrant in connection with the original filing of the Registration Statement on Form S-8 for the 1996 Plan will be carried forward and applied to the registration fee required in connection with the Registration Statement on Form S-8 which is being filed contemporaneously with the filing of this Post-Effective Amendment No. 2.

In accordance with Instruction E to the General Instructions to Form S-8 and other guidance promulgated by the Securities and Exchange Commission, this Post-Effective Amendment No. 2 is hereby filed (i) to reallocate the Carried Forward Shares from the 1996 Plan to the 2004 Plan, and (ii) to carry over the registration fees paid for the Carried Forward Shares from the Registration Statement on Form S-8 filed for the 1996 Plan to the Registration Statement on Form S-8 for the 2004 Plan that is filed contemporaneously with the filing of this Post-Effective Amendment No. 2.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Iselin, State of New Jersey, on December [21], 2006.

INTELLIGROUP, INC.
By:	/s/ Alok Bajpai
Name:	Alok Bajpai
Title:	Chief Financial Officer

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