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<TYPE>CORRESP
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<FILENAME>b402567_corres.txt
<DESCRIPTION>CORRESPONDANCE
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                                                               November 23, 2004

VIA OVERNIGHT MAIL AND FACSIMILE
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Attention: Melissa Walsh
Fax:  (202) 942-9544

Dear Ms. Walsh:

Intelligroup, Inc. (the "Company") submits this letter in response to letter
from the Securities and Exchange Commission ("SEC") dated November 17, 2004 in
which the SEC requested the Company revise its Report on Form 8-K filed on
November 1, 2004 to provide the disclosure required by paragraphs (a)(1)(v)(A)
through (D) under Item 304 of Regulation S-K.

The Company believes its Form 8-K filed on November 1, 2004 includes the
disclosure required by paragraphs (a)(1)(v)(A) through (D) under Item 304 of
Regulation S-K. As stated in the Form 8-K filed on November 1, 2004, "[d]uring
the Company's most recent two fiscal years and from January 1, 2004 through
November 1, 2004, there were no `reportable events' as such term is described in
Item 304(a)(1)(v) of Regulation of S-K." Deloitte & Touche ("Deloitte"), the
Company's former independent registered public accounting firm, has not advised
the Company of any matter referred to in Item 304(a)(1)(v) of Regulation S-K.

Notwithstanding this, the Company has disclosed various matters related to
financial reporting over the past several months. During the closing process for
the second quarter, the Company's finance team identified a number of accounting
adjustments to prior period financials. The Company's finance team discussed
such adjustments with the Deloitte staff members assigned to the Company's
account. The Company's management team then discussed such adjustments with the
Company's Audit Committee at a meeting in which the Deloitte partner and a
senior staff member participated. Based upon the adjustments identified to date
by the Company's management team and the remaining $600,000 in unreconciled
differences related to its intercompany account, the Company's Audit Committee
concluded that the financial statements and related independent audit reports
for the years ended December 31, 2003, 2002 and 2001 and filed on Form 10-Q for
the quarterly periods beginning January 1, 2001 to date should no longer be
relied upon and would be restated. The Company disclosed this conclusion via a
press release and Report on Form 8-K dated September 24, 2004.

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The Company's management team has also evaluated the Company's internal controls
and raised issues regarding the Company's internal controls with the Company's
Audit Committee. Since the Company's filing of its periodic report on Form 10-Q
for the period ended June 30, 2004 has been delayed pending completion of the
restatement of prior period financial statements, the Audit Committee in
conjunction with the management team decided to disclose the changes in internal
controls and weaknesses in internal controls prior to completion of such
periodic report. On October 1, 2004, the Company made this disclosure via a
press release and a Report on Form 8-K.

The Company acknowledges that: (1) the Company is responsible for the adequacy
and accuracy of the disclosure in the filing; (2) the staff comments or changes
to disclosure in response to the staff's comments do not foreclose the
Commission from taking any action with respect to the filing; and (3) the
Company may not assert the staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Please call me at 732-362-2279 if there are any questions or further information
is required.

Very Truly Yours,
/s/ Madhu Poomalil

Madhu Poomalil
Chief Financial Officer

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