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Correspondence

 June 17, 2005

 Craig Wilson

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
iGate Corporation

Item 4.01 Form 8-K

Filed May 25, 2005

File No. 000-21755

 Dear Mr. Wilson:

 Please find
below the responses of iGate Corporation (the “Company”) to the Commission Staff’s comments on the above referenced Form 8-K as set forth in its letter dated June 6, 2005 directed to Michael J. Zugay, Senior Vice President, Chief
Financial Officer and Corporate Secretary of the Company.

1.
SEC COMMENT: Describe in more detail the nature of each of the three material weaknesses you identified. Tell us in what period the material weaknesses occurred and when they
were identified. Tell us in detail the steps you have taken (or plan to take) and procedures you implemented (or plan to implement) to correct each material weakness.

 COMPANY RESPONSE: The following response describes each of the three (3) material weaknesses that were identified as a
result of the Company’s management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. The discussion that follows includes a summary of each material weakness,
additional details that were not disclosed in the Company’s Annual Report filed on Form 10-K/A with the Commission on May 2, 2005, the period in which the weakness occurred, the date it was identified and the steps that Company has and will
take to correct each of the material weaknesses.

 Material
Weakness #1

 Summary

 As of December 31, 2004, the Company did not maintain effective controls
over the accounting for customer accounts receivable and the corresponding revenue. Specifically, the Company had ineffective controls over restricted system access to the accounts receivable module, monitoring of cash payments received from
customers and the issuance of customer credit memos and discounts. This deficiency resulted in an audit adjustment to the 2004 consolidated financial statements of approximately $800,000.

 Additional Details

 This weakness relates only to the Professional Services contracts for the Company’s North American customers. The
billing and collection functions related to these customers had always been done from the Company’s North American headquarters in Pittsburgh, Pennsylvania. However, in late February 2004, these duties were transferred to the Company’s
Indian offshore affiliate who then took over the daily responsibilities for these accounting functions. The Company believes all problems resulted from this transfer of the Accounts Receivable processing offshore and in retrospect from eliminating
too many North American employees that had intimate knowledge of certain complex individual customer terms and conditions that required individual processing to apply cash correctly or to provide credits if the terms were invoiced incorrectly.

 As a result, the first component of this weakness relates to
the ineffective monitoring of the application of cash payments received from customers. Instances were noted whereby cash payments were not applied correctly, according to the customer terms, either to an outstanding item within a customer account
specifically or to a customer account in general.

 The second
component relates to an ineffective control structure surrounding the issuance of customer credit memos and discounts related to these terms. Instances were noted whereby adjustments were made to customer accounts without proper management approval
to ensure proper processing.

 The third component relates to
ineffective controls over restricted system access to the accounts receivable module. During our review of the security and access to our accounting software, instances were identified where user access was not limited or restricted to job
functions. Specifically, user access was not prohibitive relative to master customer files, project information (including billing rates) and the ability to adjust invoices through write-offs, credit memos and other related items. This weakness was
compounded in an effort to resolve customer accounts receivable issues.

 Timing

 These deficiencies were first
identified in mid-February 2005 and were quantified on or about March 28, 2005. The deficiencies occurred throughout 2004 with most of the adjustments related to our fourth quarter accounting period. Please refer to page 11 for a quarter-by-quarter
quantification of these and all other audit adjustments recorded by the Company.

 Remediation Plans

 The
Company has taken (and plans to take) the following steps to remediate this material weakness:

•

 The Company has transitioned back all components of its North American Professional Services segment (“IPS”) customer accounts receivable and revenue
processes from its location in Bangalore, India to its North American Headquarters in Pittsburgh, Pennsylvania beginning in April 2005 to facilitate more direct supervision of these processes by the Company’s U.S. accounting and finance staff.
The Company has hired additional employees at its Headquarters who will handle this transfer of accounting duties and will assume individual customer collection and administrative interface responsibility to improve the understanding of the specific
customer terms and the ability

 2

to quickly implement corrections to the files or individual invoices if required. Closer and daily interaction with our customers is already having a very
positive affect.

•

The Company also began a detailed review and analysis of its functional procedures relative to its customer accounts receivable and revenue processes in May 2005. This review and
remediation project, which will be completed by September 2005, includes updating key control documentation, developing desktop procedures for each job description, and standardizing business rules, policies and procedures across the organization. A
third party consulting firm, which specializes in process control documentation and operating at the direction of management, was hired on June 1, 2005, and is conducting this review.

•

The Company engaged a third party consulting firm, which specializes in Peoplesoft Software Systems, to review access and security issues with our accounting software to ensure the
ability to simplify the addition of specific customer terms and promptly change data files if required to adjust incorrect terms while maintaining strict security access and control of the files. This review was completed in March 2005, and resulted
in the identification of nine system access and security control deficiencies that require improvement. In May 2005, the Company formed a five employee technical team to remediate and tighten the procedures and controls related to the software. This
remediation effort is expected to be completed by September 2005.

 Material Weakness #2

 Summary

 As of December 31, 2004, the Company
did not maintain effective controls over the calculation and review of deferred compensation and the corresponding compensation expense. Specifically, the Company’s controls did not identify a computational error in determining the amount of
compensation expense to be recognized from the cancellation of 2.1 million shares of restricted stock and the related cash payments made to certain employees of the Company who were former shareholders in Quintant, Inc. Quintant, Inc. was acquired
by the Company in August 2003. This control deficiency resulted in an audit adjustment to the 2004 consolidated financial statements of approximately $1,300,000.

 Additional Details

 This material weakness is directly related to the accounting treatment for a complex acquisition that was finalized in October 2004. The approach had been
reviewed by Company management and the Company’s independent registered public accounting firm in October 2004 and was thought to be correct at that time. The Company originally recorded $9.1 million in deferred compensation in the fourth
quarter of 2004 related to this acquisition. However, after a further review conducted in early April 2005, the Company concluded that a total of $10.4 million in deferred compensation was required to be recorded. This resulted in an audit
adjustment of an additional $1.3 million. The deferred compensation expense included calculations related to accelerated vesting of restricted stock, the cancellation of stock options and the issuance of common stock at a discount to fair market
value.

 3

 Timing

This deficiency was noted on April 5, 2005 and was quantified on the same day. The period of time in which this weakness related to was October 25,
2004, the date when the modified Quintant acquisition was completed.

 Remediation Plans

 The Company views this
weakness as a one-time occurrence related to the accounting of a very complex acquisition. The Company is in the process of revising its policies and procedures regarding the accounting for acquisitions and in the future it will have additional
management personnel review all detailed calculations for significant transactions of this type. The Company intends to have this internal control process in place by September 30, 2005.

 Material Weakness #3

 Summary

 As of December 31, 2004, the Company did not maintain effective controls
over the calculation and review of income taxes, including the determination of income taxes payable, deferred income tax assets and liabilities and the related income tax provision. Specifically, the Company did not perform an effective review of
income tax calculations performed by subsidiaries that are included in the consolidated income tax provision. In addition, the Company did not maintain effective controls over the access and use of the applications used in the computation of the
consolidated income tax provision. This control deficiency resulted in an adjustment to the second quarter 2004 consolidated financial statements before the Company filed its Quarterly Report on Form 10-Q for the second quarter of 2004 on August
9, 2004. No restatement was necessary because the adjustment was made prior to the release of our second quarter results. This control deficiency did not result in any audit adjustments for the third or fourth quarters of 2004.

 Additional Details

 The first component of this weakness relates to the Company’s
ineffective controls over the calculation and review of income taxes, including the determination of income taxes payable, deferred income tax assets and liabilities and the related income tax provision. During the fourth quarter of 2004, the
Company began to consider changing its controls, policies and procedures related to taxes. The primary revision considered by the Company related to the Company’s tax processes was the implementation and subsequent management review of a
comprehensive checklist for all of the Company’s tax accruals. The Company believes that the implementation and subsequent management review of a comprehensive checklist for all of the Company’s tax accruals is sufficient to remediate this
control weakness but will continue to evaluate this matter.

 The second component relates to the Company’s ineffective review of income tax calculations performed by subsidiaries that are included in the consolidated income tax provision. As of December 31, 2004, the Company did not have a
formal review and approval process in place that incorporated a detailed review of the tax activities of all of its various geographic locations.

 The third component relates to the Company’s ineffective controls over the access and use of the applications needed in the computation of the
consolidated income tax provision. This matter relates directly to system access and security as discussed in Material Weakness #1.

 4

 Timing

These deficiencies were first identified in August 2004 and there were no audit adjustments related to taxes in either the third or fourth quarter of
2004 related to these deficiencies. In April 2005, management decided that a material weakness in this area existed as of December 31, 2004 primarily due to the Company’s inability to determine whether the steps taken to remediate these
deficiencies were effective because test work for two subsequent periods prior to December 31, 2004 was not available.

 Remediation Plans

 As noted above, the Company formulated its tax control structure in December 2004. The Company will test this structure during the 2005 fiscal year for
the second and third quarters of 2005 to ensure that the structure is functioning as intended. The Company has contracted with an independent third party consulting firm that specializes in tax control processes and documentation to review the
established structure for consistency and then test this structure for compliance.

 In addition, this independent third party will also assist with the formalization of a comprehensive global review policy. This firm began work on the global review policy in May 2005, and is scheduled to complete its
work by July 2005.

2.
SEC COMMENT: Please provide us with a schedule of your fiscal year end fourth quarter adjustments to close the books, or adjustments recorded in connection with or as a result of
the audit. Clearly explain the reason for each adjustment. For each adjustment, show us the impact on pre-tax net loss. Quantify the net effect of all adjustments on pre-tax net income (loss). Also, tell us why none of the adjustments relate to
prior periods. Explain in detail why you believe the timing of each adjustment is appropriate.

 COMPANY RESPONSE: The following is a detailed listing of all audit adjustments recorded in connection with or as a result of the Company’s audit.
Each adjustment will indicate the respective Income Statement and Balance Sheet classifications affected. Each adjustment will be referenced alphabetically to its respective explanation (“explanation section”). Subsequent to the
explanation section of this response the Company has provided a summary impact on a pre-tax and pro-forma net loss basis. Further, the Company has also provided to the Staff in detail the Company’s assessment and analysis of why each respective
adjustment was not deemed to relate to prior periods or have a material impact on prior periods and why the Company believes the timing of each adjustment is appropriate.

 5

 Audit Adjustments

 Adjustments Identified by PricewaterhouseCoopers

 LLP and Booked by Management

Revenue

Direct Cost

S,G&A

Other Exp

Net Income

Assets

Liabilities

Equity

 (A)

 iGate Corporate entry # 1

 Reverse accrued executive bonus

$
(300,000
)

$
300,000

$
300,000

 (B)

 iGate Corporate entry # 2

 Reverse accrued health care IBNR

$
(200,000
)

$
200,000

$
200,000

 (C)

 iGate Corporate entry # 3 (This Adjustment C resulted in Material Weakness #2).

 Quintant modification compensation expense

$
1,308,890

$
(1,308,890
)

$
(1,308,890
)

 (D)

 iGate Mastech entry # 1

 Revenue cut-off adjustment

$
275,000

$
275,000

$
275,000

$
(275,000
)

 (E)*

 iGate Mastech entry # 2

 1

 Revenue adjustment for short pays

$
(354,660
)

$
(354,660
)

$
(354,660
)

 2

 Revenue adjustment for discounts

$
(103,057
)

$
(103,057
)

$
(103,057
)

 3

 Revenue adjustment for incorrect bill rates

$
(227,049
)

$
(227,049
)

$
(227,049
)

 (F)*

 iGate Mastech entry # 3

 Revenue adjustment for credits & rebills

$
(130,543
)

$
(130,543
)

$
(130,543
)

 (G)*

 iGate Mastech entry # 4

 Revenue adjustment for unbillable amounts

$
(127,434
)

$
(127,434
)

$
(127,434
)

 (H)*

 iGate Mastech entry # 5

 Revenue adjustment for incorrect bill rates

$
(67,273
)

$
(67,273
)

$
(67,273
)

 (I)*

 iGate Mastech entry # 6

 Revenue adjustment for credit balances

$
244,211

$
244,211

$
361,211

$
(117,000
)

 (J)

 iGate Mastech entry # 7

 Assets / Liability reclass

$
26,843

$
(26,843
)

 (K)