EXHIBIT 14

CODE OF ETHICAL CONDUCT

PURPOSE

This Code of Ethical Conduct ("Code") applies to the all directors, officers and
employees ("Covered Individuals") of Syntel, Inc. and its subsidiaries
("Syntel"). This Code is intended to deter wrongdoing and promote honest and
ethical conduct (including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships); full, fair,
accurate, timely, and understandable disclosure in public reports and in other
public communications; compliance with applicable governmental laws, rules and
regulations; proper internal reporting of violations of the Code; and
accountability for adherence to the Code. This Code is intended to compliment
Syntel's policies and employee handbook (the "Policies"), and all Covered
Individuals are required to comply with all applicable Policies.

          If you have any questions regarding the best course of action in a
particular situation, you should promptly contact the Chief Administrative
Officer.

RESPONSIBILITIES

Each Covered Individual shall have the following responsibilities:

1. Covered Individuals must conduct themselves with the highest standards of
integrity, honesty, ethics and fairness to avoid any conflict between their
personal interests and the interests of Syntel. A conflict of interest exists
whenever a Covered Individual's interest in a competitor, customer or supplier
is to the extent or nature that it affects, or appears to affect, the Covered
Individual's responsibilities to Syntel. In this regard, all Covered Individuals
should avoid even the appearance of impropriety.

2. No Covered Individual may become directly or indirectly involved as a
director, consultant or otherwise with any Syntel competitor, customer or
supplier, without the prior written approval of the Board of Directors. No
Covered Individual may accept a position with any other company if the time
demand of the position will impair the Covered Individual's ability to fulfill
his or her obligations to Syntel.

3. Covered Individuals may not own a financial interest in, lend substantial
sums to or borrow substantial funds from any Syntel customer, supplier or
competitor that might cause divided loyalty or even the appearance of divided
loyalty.

4. No Covered Individual may conduct Syntel business with a member of his or her
family, or with an individual or a business organization with which the Covered
Individual or the Covered Individual's family has an association, without first
obtaining written approval from the Board of Directors.

5. A Covered Individual may not personally take advantage of a business
opportunity rightfully belonging to Syntel or derive personal profit, gain or
advantage (other than related to his or her compensation from or investment in
Syntel) as a result of any transaction undertaken on behalf of Syntel. Covered
Individuals should neither purchase nor seek to purchase any corporate asset not
offered publicly for purchase, either directly or indirectly through family or
other affiliations.

6. Each Covered Individual must promptly disclose in writing actual or



potential conflicts of interest to the Board of Directors. The Board of
Directors will review the matter and communicate Syntel's position in writing.
Approval will not be given unless the relationship will neither interfere with
the Covered Individual's duties nor damage Syntel or its reputation.

7. It is Syntel's policy to comply with all applicable legal requirements,
especially applicable laws and regulations. Covered Individuals shall acquire
sufficient understanding of applicable laws and regulations in order to
recognize danger areas and to know when legal advice may be needed. A Covered
Individual shall immediately report to Syntel's Chief Administrative Officer any
known violation of laws or regulations and the Chief Administrative Officer
shall report all material violations to the Board of Directors.

8. The Covered Individuals shall ensure that Syntel has adequate processes and
procedures to ensure full, fair, accurate, timely, and understandable disclosure
in reports and documents that Syntel files with or submits to, the U.S.
Securities and Exchange Commission and in other public communications made by
Syntel.

VIOLATIONS OF THE CODE OF ETHICS

          Any violation of this Code shall be reported immediately by the
Covered Individual, or any other person aware of the violation, to Syntel's
Chief Administrative Officer, who shall report all material violations to the
Board of Directors. The Board of Directors, with the advice of internal or
outside legal counsel, as they deem appropriate, shall determine the steps to be
taken to correct the violation and the internal penalties, if any, to be
applied.

          Any waiver of this Code for any directors or executive officers must
be approved by the Board of Directors and must be promptly disclosed as required
by law.

ADHERENCE AND ACCOUNTABILITY

Each Covered Individual will be held accountable for his or her adherence to
this Code. The failure of any Covered Individual to comply with the Code may
result in disciplinary action, up to and including termination of her/his
relationship with Syntel. Violations of this Code may also constitute violations
of law and may result in civil and criminal penalties for the Covered
Individuals and/or the Company.

Disclaimer

          This Code is not intended and does not create any rights in any
employee, customer, supplier, competitor, shareholder or any other person or
entity.