SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WARBURG PINCUS & CO (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NESS TECHNOLOGIES INC [ NSTC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/04/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	10/04/2004		C		2,299,242	A	(5)	7,210,829	D(1)
Common Stock, $0.01 par value	10/04/2004		C		815,080	A	(5)	8,025,909	D(1)
Common Stock, $0.01 par value	10/04/2004		J(2)		370,398	A	(5)	8,396,307	D(1)
Common Stock, $0.01 par value	10/04/2004		S		1,645,318	D	$11.16	6,750,989	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Convertible Preferred Stock	$0	10/04/2004		C			3,196,501	(3)	(5)	Common Stock	3,196,501	(5)	0	D(1)
Class C Convertible Preferred Stock	$0	10/04/2004		C			699,890	(3)	(5)	Common Stock	(4)	(5)	0	D(1)

1. Name and Address of Reporting Person* WARBURG PINCUS & CO (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS EQUITY PARTNERS LP (Last) (First) (Middle) 466 LEXINGTON AVE. (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Warburg Pincus Ventures International (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS VENTURES LP (Last) (First) (Middle) E M WARBURG PINCUS & CO INC 466 LEXINGTON AVE 10TH FL (Street) NEW YORK NY 10017-3147 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS LLC (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The stockholders are Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, including three affiliated partnerships ("WPEP"), Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership ("WPVI") and Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("WPV"). Warburg Pincus & Co., a New York general partnership ("WP") is the sole general partner of each of WPEP, WPVI and WPV. Warburg Pincus LLC, a New York limited liability company, ("WP LLC," and together with WPEP, WPVI, WPV and WP, the "Warburg Entities") manages each of WPEP, WPVI and WPV. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, the Warburg Entities may be deemed to be the beneficial owners of the shares of Common Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (together, the "Shares"). *(footnote continued under remarks)

2. Common Stock was issued as a dividend on the Class B Convertible Preferred Stock.

3. The Class B Convertible Preferred Stock and the Class C Convertible Preferred Stock are convertible at any time at the request of the reporting persons, and automatically converted upon the occurrence of certain events.

4. Each share of Class C Convertible Preferred Stock is convertible into one share of Common Stock, par value $0.01 per share, subject to adjustment based on certain anti-dilution provisions pursuant to the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Class C Convertible Preferred Stock of Ness Technologies, Inc.

5. Not Applicable

Remarks:

*Each of the Warburg Entities disclaims beneficial ownership of any of the Shares owned of record by any other Warburg Entity, except to the extent of any indirect pecuniary interest therein. The address of each Warburg Entity is 466 Lexington Avenue, New York, NY 10017.

	Scott A. Arenare, Partner, Warburg, Pincus & Co.	10/06/2004
	Scott A. Arenare, Partner, Warburg, Pincus & Co., General Partner, WARBURG, PINCUS EQUITY PARTNERS, L.P.	10/06/2004
	Scott A. Arenare, Partner, Warburg, Pincus & Co., General Partner, WARBURG, PINCUS VENTURES INTERNATIONAL, L.P.	10/06/2004
	Scott A. Arenare, Partner, Warburg, Pincus & Co., General Partner, WARBURG, PINCUS VENTURES L.P.	10/06/2004
	Scott A. Arenare, Managing Director, WARBURG PINCUS LLC	10/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.