As filed with the Securities and Exchange Commission on September 26, 2001

                                                  Registration No. 333-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               INTELLIGROUP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   11-2880025
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                  499 Thornall Street, Edison, New Jersey 08837
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                           1996 Stock Plan, as amended
                  1996 Non-Employee Director Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                              Nagarjun Valluripalli
                             Chief Executive Officer
                               Intelligroup, Inc.
                  499 Thornall Street, Edison, New Jersey 08837
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (732) 590-1600
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                              David J. Sorin, Esq.
                              David S. Matlin, Esq.
                                Hale and Dorr LLP
                              650 College Road East
                               Princeton, NJ 08540
                                 (609) 750-7600

<PAGE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
<S>                              <C>                 <C>                  <C>                       <C>
                                                       Proposed
                                   Amount               Maximum            Proposed Maximum           Amount Of
    Title Of Securities             To Be            Offering Price       Aggregate Offering        Registration
      To Be Registered           Registered            Per Share                 Price                   Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share

Issuable pursuant to
options to be granted under
the 1996 Stock Plan, as
amended..................        500,000(1)             $0.835(2)             $417,500(2)               $104.38

</TABLE>


(1)  Includes an indeterminate number of shares of the Registrant's Common Stock
     as may be issuable in the event of stock splits, stock dividends or similar
     transactions  in accordance with Rule 416 under the Securities Act of 1933,
     as amended.  Does not include (i) 1,407,233 shares of Common Stock issuable
     under the Registrant's  1996 Stock Plan, as amended (the "1996 Plan") which
     were previously  registered pursuant to the Registration  Statement on Form
     S-8  filed  on July  22,  1997 and  Post-Effective  Amendment  No. 1 to the
     Registration  Statement on Form S-8 filed on October 17, 1997 (Registration
     Statement No. 333-31809); (ii) 42,767 shares of Common Stock underlying the
     1996 Plan for which  options  have been  issued  and  exercised;  and (iii)
     3,250,000  shares of Common Stock  issuable  under the 1996 Plan which were
     previously  registered  pursuant to the Registration  Statement on Form S-8
     filed on February 11, 2000 (Registration Statement No. 333-11486).

(2)  Pursuant to Rule 457(c), and Rule 457(h), these prices are estimated solely
     for the purpose of calculating the  registration fee and are based upon the
     average  of the high and low  price per  share of the  Registrant's  Common
     Stock as reported on September 21, 2001.



                                      (ii)
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in the instructions to
Part I of Form S-8 will be sent or given to participants of the 1996 Stock Plan,
as amended (the "1996 Plan") as required by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Act").  As permitted by the  instructions to Part I of
Form S-8, these documents are not filed with this Registration Statement.

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 (the "Registration Statement"), has
been filed by Intelligroup,  Inc., a New Jersey corporation (the  "Corporation")
in order to register an  additional  500,000  shares of Common  Stock,  $.01 par
value, issuable upon the exercise of stock options or other awards granted under
the Corporation's 1996 Plan.

     Pursuant to the Act, we register these securities in addition to securities
of the same class previously registered on the Registration Statement filed with
the  Securities  and  Exchange  Commission  on July 22, 1997 and  Post-Effective
Amendment No. 1 to the  Registration  Statement  filed with the  Securities  and
Exchange Commission on October 17, 1997 (Registration  Statement No. 333-31809),
and the Registration Statement filed with the Securities and Exchange Commission
on February 11, 2000 (Registration Statement No. 333-11486)  (collectively,  the
"Prior  Registration  Statements") and, in accordance with General Instruction E
to Form S-8, the contents of the Prior Registration  Statements are incorporated
by reference herein.

     The  reoffer  prospectus  which  is  filed  as a part of this  Registration
Statement  updates the Prior  Registration  Statements  and has been prepared in
accordance  with  the  requirements  of Part I of Form  S-3 and may be used  for
reoffers or resales of certain  shares of our common  stock  defined as "control
securities"  under  Instruction C to Form S-8 acquired by "affiliates"  (as such
term is defined in Rule 405 of the General Rules and Regulations under the Act),
pursuant to the exercise of options  under the  Registrant's  1996 Plan and 1996
Non-Employee Director Stock Option Plan.



                                      (iii)
<PAGE>

                                   PROSPECTUS
                   Reoffer Prospectus dated September 26, 2001

                               INTELLIGROUP, INC.
                  499 Thornall Street, Edison, New Jersey 08837

                        5,157,233 Shares of Common Stock
 issued under or issuable pursuant to options granted or to be granted under the
                           1996 Stock Plan, as amended

                         140,000 shares of Common Stock
 issued under or issuable pursuant to options granted or to be granted under the
                  1996 Non-Employee Director Stock Option Plan

     Certain selling shareholders,  may offer and sell, from time to time, up to
5,297,233  shares of our common stock (the "Shares").  These Shares have been or
may be acquired upon the exercise of stock options granted  pursuant to our 1996
Stock Plan,  as amended  (the "1996  Plan") and our 1996  Non-Employee  Director
Stock Option Plan (the  "Director  Plan",  and together with the 1996 Plan,  the
"Plans").  Options  or shares of common  stock may be issued  under the Plans in
amounts and to persons not presently known by us. Once the amounts and names are
known,  such  persons,   their  holdings  of  common  stock  and  certain  other
information may be included in a subsequent version of this prospectus.  We will
receive no proceeds from the sale by the selling shareholders of the Shares.

     Our common stock is listed on the Nasdaq  National  Market under the symbol
"ITIG".  The last reported sale price of the  common stock on September 25, 2001
on the Nasdaq National Market was $0.90 per share.

                    ----------------------------------------

     INVESTING IN THE SHARES OF COMMON STOCK INVOLVES  CERTAIN RISKS.  SEE "RISK
FACTORS" BEGINNING ON PAGE 5.

                    ----------------------------------------

     Neither the Securities and Exchange Commission nor any state securities
      commission has approved or disapproved these securities or determined
      if this prospectus is truthful or complete. Any representation to the
                         contrary is a criminal offense.

               The date of this Prospectus is September 26, 2001.


<PAGE>

                               INTELLIGROUP, INC.


                                TABLE OF CONTENTS
                                -----------------

                                                                         Page
                                                                         ----

About Intelligroup....................................................     3

Where You Can Find More Information...................................     4

Incorporation of Certain Documents by Reference.......................     4

Risk Factors..........................................................     5

Special Note Regarding Forward-Looking Information....................     17

Use of Proceeds.......................................................     17

Selling Shareholders..................................................     18

Plan of Distribution..................................................     19

Legal Matters.........................................................     19

Experts...............................................................     19

Indemnification of Directors and Officers.............................     20

Securities and Exchange Commission Position on Indemnification
  for Securities Act Liabilities......................................     21



                                      -2-
<PAGE>

                               ABOUT INTELLIGROUP

     Intelligroup,   Inc.  provides  a  wide  range  of  information  technology
solutions and services, including the development,  integration,  implementation
and  application   management  and  support  of  integrated   industry-specific,
e-commerce   and   m-commerce   software   applications.    Our   high   quality
onsite/offshore  delivery model combined with a comprehensive  suite of tools is
designed  to provide  customers  with a faster  time to market and lower cost of
ownership in deploying their mission-critical applications.

     We  were  incorporated  in New  Jersey  in  October  1987  under  the  name
Intellicorp,  Inc. Our name was changed to Intelligroup,  Inc. in July 1992. Our
principal  executive  offices are located at 499 Thornall  Street,  Edison,  New
Jersey 08837 and our telephone number is (732) 590-1600.  Additional information
about us may be  obtained  at our  website  at  http:/www.intelligroup.com.  The
information  contained  at our  website  is not  incorporated  into and does not
constitute part of this  prospectus,  and the only  information  that you should
rely on in making  your  decision  whether to invest in our common  stock is the
information  contained in or  specifically  incorporated by referenced into this
prospectus.

All references to "Intelligroup," "we," "us," or "our," in this prospectus means
Intelligroup, Inc. and its subsidiaries.



                                      -3-
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the Securities and Exchange  Commission  ("SEC").  You may read
and copy any document the Company  files at the SEC's public  reference  room at
450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  Please  call  the  SEC at
1-800-SEC-0330  for further  information on the public  reference  room. Our SEC
filings  are  also   available   to  the  public  from  the  SEC's   website  at
http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with the SEC, which means that we can disclose  important  information to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus,  and later  information  that we file
with the SEC will automatically update and supersede this information.

     We incorporate by reference the documents listed below:

1.   Annual Report on Form 10-K for the year ended December 31, 2000;

2.   Quarterly  Report on  Form 10-Q for  the quarters ended  March 31, 2001 and
     June 30, 2001;

3.   Current Report  on Form 8-K dated  and filed with  the SEC on June 6, 2001,
     August 1, 2001 and August 17, 2001; and

4.   The  description of our common stock, $.01 par value, which is contained in
     our  Registration Statement on  Form 8-A filed pursuant to Section 12(g) of
     the Securities  Exchange Act of  1934, as amended  (the "Exchange Act"), in
     the form declared effective by the SEC on September 26, 1996, including any
     subsequent  amendments  or reports filed  for the purpose of  updating such
     description.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference.

     We will provide,  without charge, to each person,  including any beneficial
owner, to whom a copy of this prospectus is delivered,  upon the written or oral
request of such  person,  a copy of any or all of the  information  incorporated
herein by reference.  Exhibits to any of such  documents,  however,  will not be
provided  unless such exhibits are  specifically  incorporated by reference into
such documents. The requests should be made to:

              Nicholas Visco, Senior Vice President - Finance and Administration
              Intelligroup, Inc.
              499 Thornall Street
              Edison, New Jersey 08837
              (732) 590-1600

This  prospectus is part of a registration  statement we filed with the SEC. You
should  rely  only  on the  information  or  representations  provided  in  this
prospectus.  We have  not  authorized  anyone  to  provide  you  with  different
information.  Neither  Intelligroup  nor the selling  shareholders are making an
offer of these  securities  in any state where the offer is not  permitted.  You
should not assume that the  information in this prospectus is accurate as of any
date other than the date on the front of the document.


                                      -4-
<PAGE>

                                  RISK FACTORS

     Some  information  set  forth in or  incorporated  by  reference  into this
prospectus  may contain  "forward-looking  statements."  Such  statements can be
identified  by the use of words such as  "believe,"  "anticipate"  and "expect."
These statements discuss future expectations, contain projections or state other
"forward-looking"  information.  The factors  discussed below could cause actual
results and  developments to be materially  different from those expressed in or
implied by such statements.  In addition to the other  information  contained in
this  prospectus,  you should consider the following  factors  carefully  before
deciding to purchase shares of our Common Stock.

WE HAVE EXPERIENCED  SUBSTANTIAL  VARIABILITY OF OUR QUARTERLY OPERATING RESULTS
WHICH WE EXPECT WILL CONTINUE

     In the past, our operating results have varied  substantially  from quarter
to  quarter.  Our  operating  results  also may vary in the  future.  Due to the
relatively  fixed  nature of  certain  of our  costs,  including  personnel  and
facilities  costs,  a decline in revenue in any fiscal  quarter  would result in
lower  profitability  in that  quarter.  Our  quarterly  operating  results  are
influenced by:

     o seasonal patterns of hardware and software capital spending by customers;

     o information technology hosting and outsourcing trends;

     o the timing, size and stage of projects;

     o new service introductions by us or our competitors;

     o levels of market acceptance for our services;

     o our hiring of additional staff;

     o changes in our billing and employee utilization rates; and

     o timing and integration of acquired businesses.

     We believe,  therefore,  that past operating  results and  period-to-period
comparisons  should not be relied upon as an indication  of future  performance.
Demand for our services generally is lower in the fourth quarter.  This decrease
is due to reduced  activity during the holiday season and fewer working days for
those customers which curtail  operations during such period. We anticipate that
our business will continue to be subject to such seasonal variations.

THE LIQUIDITY OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED IF WE ARE DELISTED
FROM THE NASDAQ NATIONAL MARKET

     From time to time,  our common  stock has failed to  maintain a minimum bid
price of $1.00 per share.  If we fail to  maintain a minimum  bid price of $1.00
per share for a period of 30  consecutive  business days, we would be subject to
notification  by the  Nasdaq  National  Market  that we have  failed to meet its
requirements for continued listing. Upon such notice, we would

                                      -5-
<PAGE>


have 90 days from the notice date to regain  compliance  by having the bid price
for our  common  stock  close at $1.00 or  greater  for a  minimum  period of 10
consecutive  business  days  during  the  90-day  compliance  period.  We cannot
guarantee  that we will  maintain a minimum  bid price  above  $1.00 or that our
common stock will not be delisted from the Nasdaq National Market.  In the event
that we are delisted from the Nasdaq National Market,  we would attempt to trade
on the OTC Bulletin  Board. A delisting from the Nasdaq National Market may have
a material  adverse  effect on our stock price and our ability to raise  capital
through the issuance of additional  equity. A delisting from the Nasdaq National
Market will also make us  ineligible  to use Form S-3 to register  shares of our
common  stock with the SEC,  therefore,  making it more  expensive  to  register
shares of our common  stock.  In the event our common stock is delisted from the
Nasdaq  National  Market,  it would  become  subject to certain  securities  law
restrictions  requiring  broker/dealers who recommend  low-priced  securities to
persons   (with  certain   exceptions)   to  satisfy   special  sales   practice
requirements,   including   making   an   individualized   written   suitability
determination  for the purchaser  and receive the  purchaser's  written  consent
prior to the transaction. The securities laws also require additional disclosure
in connection with any trades  involving  low-priced  stocks (subject to certain
exceptions),  including the delivery, prior to any transaction,  of a disclosure
schedule  explaining the market for such stocks and the associated risks.  These
requirements  could severely limit the market  liquidity of our common stock and
your ability to sell the common stock in the secondary market.

IF OUR COMMON  STOCK IS  DELISTED  FROM THE NASDAQ  NATIONAL  MARKET,  IT MAY BE
SUBJECT TO THE "PENNY  STOCK"  REGULATIONS  WHICH MAY AFFECT THE  ABILITY OF OUR
SHAREHOLDERS TO SELL THEIR SHARES

     If Nasdaq  delists our common stock,  it could become subject to Rule 15g-9
under the Exchange Act, which imposes additional sales practice  requirements on
broker-dealers  that sell such  securities  to persons  other  than  established
customers and "accredited investors" (generally,  an individual with a net worth
in excess of  $1,000,000  or an annual income  exceeding  $200,000,  or $300,000
together  with his or her spouse's  income).  For  transactions  covered by this
rule, a  broker-dealer  must make a special  suitability  determination  for the
purchaser and receive the purchaser's  written consent to the transaction  prior
to the sale.  Consequently,  the rule may  adversely  affect the  ability of the
holders of our common stock to sell their shares in the secondary market.

     Regulations  of the SEC define  "penny stock" to be any  non-Nasdaq  equity
security  that has a market  price (as  therein  defined) of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require delivery, prior to any transaction of penny stock, of a disclosure
schedule  prepared by the SEC relating to the penny stock  market.  The SEC also
requires  disclosure about commissions payable to both the broker-dealer and its
registered  representative  and information  regarding current quotations of the
securities. Finally, the SEC requires that monthly statements be sent disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks.

     If our common stock were subject to the rules on penny  stocks,  the market
liquidity for our common stock could be severely and adversely affected.

                                      -6-
<PAGE>

OUR FAILURE TO MANAGE GROWTH MAY HAVE A NEGATIVE EFFECT ON OUR BUSINESS

     From  January  1, 1995  through  December  31,  2000,  our total  number of
employees  increased from 113 to 1,174  persons.  At June 30, 2001, we had 1,234
employees and 60 independent contractors.  To manage our growth effectively,  we
must  continue  to develop  and improve  our  operational,  financial  and other
internal systems, as well as our business development capabilities. We must also
continue to attract, train, retain, motivate and manage our employees.

     Our future success will depend in large part on our ability to:

     o continue to maintain  high rates of employee  utilization  at  profitable
       billing rates;

     o maintain  project  quality,  particularly  if the  size and  scope of our
       projects increase; and

     o integrate  the service  offerings,  operations  and employees of acquired
       businesses.

     Our  inability to manage our growth and projects  effectively  could have a
material adverse effect on:

     o the quality of our services and products;

     o our ability to retain key personnel;

     o our operating results; and

     o our ability to report financial results in an accurate and timely manner.

WE COULD HAVE  POTENTIAL  TAX  LIABILITY  IN  CONNECTION  WITH THE  SPIN-OFF  OF
SERANOVA

     On July 5, 2000,  we  consummated  the  tax-free  spin-off of our  majority
-owned subsidiary,  SeraNova,  Inc.  Subsequently,  in March 2001,  SeraNova and
Silverline  Technologies  Limited  consummated  the  acquisition  of SeraNova by
Silverline.  SeraNova's management has represented that such acquisition was not
contemplated  at the time of the  spin-off of  SeraNova  by us, and  accordingly
should not impact  the  tax-free  nature of the  spin-off.  Should the  spin-off
ultimately be construed to be taxable,  there is a risk that if SeraNova  and/or
Silverline  are unable or unwilling to pay the resultant tax liability  pursuant
to SeraNova's  indemnification  obligations under its Tax Sharing Agreement with
us, we would bear the liability to pay such resultant tax liability.

THE FAILURE TO COLLECT THE BALANCE  DUE ON OUR  UNSECURED  PROMISSORY  NOTE WITH
SERANOVA COULD NEGATIVELY AFFECT OUR BUSINESS

     On May 31,  2000,  SeraNova  and the  Company  formalized  a $15.1  million
unsecured  promissory  note (the "Note")  relating to net borrowings by SeraNova
from the Company  through such date.  The Note bears  interest at the prime rate
plus 1/2%. The Company has recorded  total accrued  interest of $1.2 million and
$0.8 million as of June 30, 2001 and December 31, 2000,

                                      -7-
<PAGE>

respectively.  A payment of $3.0 million was made on September 29, 2000 with the
balance being due on July 31, 2001.

     SeraNova  failed to make final payment of all amounts due under the Note to
the Company as of July 31, 2001. As of such date,  SeraNova was obligated to pay
to the Company the remaining principal  (approximately $9.2 million) and accrued
interest  (approximately  $1.2 million),  or an aggregate of $10.4 million. As a
result,  in August 2001, the Company commenced  litigation  against SeraNova and
Silverline Technologies Limited, which acquired SeraNova in March 2001, in order
to recover amounts owing under the Note and a system implementation  project. In
September  2001,  SeraNova and Silverline  filed a joint Answer to the Company's
Complaint.  In addition,  SeraNova filed a counterclaim  against the Company for
unspecified  damages as a set-off against the Company's  claims. In the event we
do not collect the full amount due from SeraNova, our business may be negatively
affected.

RISKS ASSOCIATED WITH OUR CURRENT CREDIT FACILITY

     On May 31, 2000, the Company and PNC Bank,  N.A. (the "Bank")  entered into
an agreement  to replace the previous  credit  agreement  with a new  three-year
revolving credit facility. Such credit facility is comprised of a revolving line
of credit pursuant to which the Company can borrow up to $20.0 million either at
the  Bank's  prime rate per annum or the Euro Rate plus 1.75% to 2.5% based upon
the Company's ratio of debt to EBITDA.  The credit facility is collateralized by
substantially  all of the  assets of the United  States  based  operations.  The
maximum  borrowing  availability  under  the  line of  credit  is  based  upon a
percentage of eligible billed and unbilled accounts  receivable,  as defined. As
of June 30,  2001,  the  Company  had  outstanding  borrowings  under the credit
facility of $6.4 million.  The Company estimates undrawn  availability under the
credit facility to be $4.2 million as of June 30, 2001. As of December 31, 2000,
the Company had outstanding  borrowings  under the prior credit facility of $5.0
million.

     The credit facility provides for the following financial  covenants,  among
other things,  (1) the Company must maintain  consolidated net worth, as defined
("consolidated net worth") of (a) not less than 95% of consolidated net worth of
the immediately  preceding  fiscal year-end as at each such fiscal quarter after
December 31,  2000;  and (b) at least 105% of  consolidated  net worth as of the
immediately preceding fiscal year-end as at each such fiscal year-end subsequent
to December 31, 2000;  provided,  however,  the foregoing  covenant shall not be
tested for any quarter so long as the  Company  maintains,  at all times  during
such fiscal quarter,  undrawn availability of more than $5.0 million and (2) the
Company must maintain unconsolidated net worth, as defined  ("unconsolidated net
worth") of (a) not less than 95% of unconsolidated  net worth of the immediately
preceding  fiscal  year-end as at each such fiscal  quarter  after  December 31,
2000; and (b) at least 105% of  unconsolidated  net worth as of the  immediately
preceding fiscal year-end as at each such fiscal year-end subsequent to December
31, 2000; provided,  however, the foregoing covenant shall not be tested for any
quarter  so long as the  Company  maintains,  at all times  during  such  fiscal
quarter,  undrawn  availability  of more than $5.0  million.  Additionally,  the
credit  facility  contains  material  adverse  change clauses with regard to the
financial condition of the assets, liabilities and operations of the Company. As
of June 30, 2001, the Company was in compliance with all financial covenants.

                                      -8-
<PAGE>

WE DEPEND ON SAP, ORACLE AND PEOPLESOFT

     During the years ended  December 31, 1999 and 2000 and the six months ended
June 30, 2001, approximately 54%, 63% and 70%, respectively,  of our revenue was
derived from projects in which we implemented  software developed by SAP. SAP is
a major  international  German-based  software  company and a leading  vendor of
client/server application software for business applications. Our future success
in our SAP-related consulting services depends largely on our continued:

     o relationship with SAP America, SAP's United States affiliate; and

     o status as a SAP National Logo Partner.

     We executed  our SAP  National  Logo  Partner  Agreement  in April 1997 and
previously  had been a SAP National  Implementation  Partner since 1995. In July
1997, we achieved  Accelerated  SAP Partner  Status with SAP by meeting  certain
performance  criteria  established  by SAP.  Such status is awarded by SAP on an
annual  basis  pursuant to  contract.  Our  contract  with SAP is  automatically
renewed for successive one-year periods unless terminated by either party.

     During the years ended  December 31, 1999 and 2000 and the six months ended
June 30, 2001,  approximately  9% of our total revenue was derived from projects
in which we implemented software developed by Oracle. Oracle is a leading vendor
of client/server  application software for business  applications.  Our contract
with Oracle is automatically  renewed for successive  one-year  periods,  unless
terminated by either party. We expanded our relationship with Oracle by entering
into an agreement, effective October 26, 1998. The agreement is expected to help
us meet the demands of mid-sized to large companies using Oracle.  The agreement
is terminable by either party upon 30 days notice.

     During the years ended  December 31, 1999 and 2000 and the six months ended
June 30, 2001, approximately 33%, 24% and 16%, respectively,  of our revenue was
derived from projects in which we implemented  software developed by PeopleSoft.
Our current  contract with  PeopleSoft  expired on May 5, 2001. We currently are
negotiating our contractual  arrangement with PeopleSoft and expect to renew our
contract.  We  cannot  assure  you  that  we will  enter  into a  contract  with
PeopleSoft on terms acceptable to us, if at all.

     We have no reason to  believe  that our  contracts  with  SAP,  Oracle  and
PeopleSoft  will not be  renewed  or that the  scope of such  contracts  will be
modified  or  limited  in a  manner  adverse  to us.  However,  there  can be no
assurance that such  contracts will be renewed on terms  acceptable to us, if at
all. In addition, there could be a material adverse effect on our business if:

     o SAP,  Oracle or  PeopleSoft  are  unable  to  maintain  their  respective
       leadership positions within the business applications software market;

     o Sales of SAP, Oracle or PeopleSoft software products decline;

     o Our relationship with SAP, Oracle or PeopleSoft deteriorates; or

     o SAP, Oracle or PeopleSoft elects to compete directly with us.

                                      -9-
<PAGE>

WE RELY SUBSTANTIALLY ON KEY CUSTOMERS AND INFORMATION TECHNOLOGY PARTNERS

     We have derived and believe that we will  continue to derive a  significant
portion of our revenue from a limited number of customers and projects.  For the
years ended  December  31, 1999 and 2000 and the six months ended June 30, 2001,
our ten largest customers accounted for in the aggregate  approximately 43%, 34%
and 29% of our  revenue.  During  1999 and  2000,  one  customer  accounted  for
approximately  10% of revenue.  During the six months  ended June 30,  2001,  no
single  customer  accounted for more than 10% of revenue.  Most of our contracts
can be canceled by the customer on short notice and without significant penalty,
with the exception of fixed price  contracts.  The  cancellation  or significant
reduction in the scope of a large contract could have a material  adverse effect
on our  business.  In  addition,  the  amount  of work  performed  for  specific
customers is likely to vary from year to year. The loss of any large customer or
project could have a material adverse effect on our business. We also serve as a
member of consulting teams assembled by other information  technology consulting
firms, some of which may also be our competitors. There can be no assurance that
such  information  technology  consulting  firms will  continue to use us in the
future and at current levels of retention, if at all.

RISKS  RELATING TO FIXED PRICE  CONTRACTS  MAY  NEGATIVELY  IMPACT OUR OPERATING
RESULTS

     While  we  provide  services  to our  customers  primarily  on a  time  and
materials  basis,  we also bid on an increasing  number of fixed price projects.
For the  year  ended  December  31,  2000,  fixed  price  contracts  represented
approximately 10% of our total revenues. For the six months ended June 30, 2001,
approximately 12% of our total revenues were derived from fixed price contracts.
We believe that, as we pursue our strategy of providing  hosting and application
management  and  support  services to  customers,  we will likely be required to
offer more fixed price projects. We have had limited prior experience in pricing
and performing under fixed price arrangements. There can be no assurance that we
will be able to  complete  such  projects  within the fixed  price and  required
timeframes.  The failure to perform within such fixed price contracts could have
a material adverse effect on our business.

WE COULD BE LIABLE TO OUR CUSTOMERS FOR DAMAGES

     Many  of  our  engagements  involve  projects  that  are  critical  to  the
operations  of our  customers'  businesses  and  provide  benefits  that  may be
difficult  to   quantify.   Our  failure  or  inability  to  meet  a  customer's
expectations  could  result  in a  material  adverse  change  to the  customer's
operations.  Such  failure  could give rise to claims for damages  against us or
cause damage to our reputation. Such claims could adversely affect our business.
In some of our agreements,  we have agreed to indemnify the customer for damages
arising  from  services  provided  to,  or on behalf  of,  such  customer.  Such
indemnification  could have a material adverse effect on our financial condition
and  results  of  operations.  In some of our  contracts,  we agree that we will
repair errors or defects in our deliverables  without  additional  charge to the
customer.  To date, we have not  experienced  any material  claims  against such
warranties.  We have  insurance for damages and expenses  incurred in connection
with alleged negligent acts, errors or omissions. There can be no assurance that
we will not experience material claims in the future or that such insurance will
continue to be available to us on acceptable terms.

                                      -10-
<PAGE>

WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR SHAREHOLDERS AND DISRUPTION OF OUR BUSINESS

     A key element of our strategy has been growth by acquisition.  We expect to
undertake  additional  acquisitions in the future,  although none are planned or
being negotiated as of the date of this prospectus.

     Risks associated with acquisitions may include:

     o possible adverse effects on our operating results;

     o diversion of management's attention;

     o risks associated with unanticipated liabilities or contingencies;

     o risks associated with financing;

     o integration  of service  offerings,  operations and employees of acquired
       businesses; and

     o management of growth issues.

THERE IS INTENSE COMPETITION IN THE INFORMATION TECHNOLOGY SERVICES INDUSTRY

     The information technology services industry is highly competitive. Many of
our competitors  have longer operating  histories,  possess greater industry and
name  recognition  and  have  significantly  greater  financial,  technical  and
marketing  resources.  Additionally,  we have  faced,  and expect to continue to
face, additional competition from new entrants into our markets.

     We believe that competitive factors in our markets include:

                          Principal Competitive Factors
                          -----------------------------

     o quality of service and deliverables;

     o speed of development and implementation;

     o price;

     o project management capability; and

     o technical and business expertise.

                                      -11-
<PAGE>

                                External Factors
                                ----------------

     o the  ability of our  competitors  to hire,  retain and  motivate  project
       managers  and other  senior  technical  staff;

     o the  development  by others of  services  that are  competitive  with our
       services; and

     o the extent of our competitors' responsiveness to customer needs.

     We also  believe  that we  compete  in large  part  based  on our  level of
expertise in implementing  and integrating  SAP, Oracle and PeopleSoft  products
and a wide variety of other technologies. There can be no assurance that we will
be able to continue to compete successfully with existing and new competitors.

WE MAY NOT BE ABLE TO KEEP PACE WITH ANTICIPATED RAPID TECHNOLOGICAL CHANGE

     Our success  depends in part on our ability to develop  solutions that keep
pace with:

     o continuing changes in information technology;

     o evolving industry standards; and

     o changing customer objectives and preferences.

     There  can be no  assurance  that  we  will  be  successful  in  adequately
addressing these  developments on a timely basis. Even if these developments are
addressed,   we  may  not  be  successful  in  the  marketplace.   In  addition,
competitor's  products or technologies may make our services less competitive or
obsolete.  Our  failure  to  address  these  developments  could have a material
adverse effect on our business.

OUR SUCCESS IS DEPENDENT  UPON OUR KEY  MANAGEMENT  AND  TECHNICAL  PERSONNEL

     We believe  that our success  now and in the future will depend  largely on
the  continued  services of our key  executive  officers  and leading  technical
personnel. Each executive officer and leading technical professional has entered
into  an  employment   agreement   with  us  which   contains   non-competition,
non-disclosure and non-solicitation  covenants.  The departure of one or more of
such key personnel may have a material adverse effect on our business.

WE MAY NOT BE ABLE TO HIRE  AND  RETAIN  QUALITY  TECHNICAL  PERSONNEL  DUE TO A
COMPETITIVE MARKET

     We believe  that our success  will depend in large part upon our ability to
attract,  retain,  train and  motivate  highly-skilled  employees,  particularly
project  managers and other senior  technical  personnel.  Since such  qualified
personnel  are in  great  demand,  there  is  significant  competition  for such
employees and it is likely that access to such personnel will remain limited for
the foreseeable future.  There can be no assurance that we will be successful in
attracting a

                                      -12-
<PAGE>

sufficient number of such personnel in the future, or that we will be successful
in retaining,  training and motivating the employees we are able to attract. The
failure to do so could:

     o impair  our  ability  to  adequately  manage and  complete  our  existing
       projects;

     o impair our ability to bid for or obtain new projects; and

     o adversely affect our business.

OUR  INTELLECTUAL PROPERTY RIGHTS MAY BE INSUFFICIENT

     Our  future   success  is  dependent,   in  part,   upon  our   proprietary
implementation methodology and toolset, development tools and other intellectual
property rights. In order to protect our proprietary rights, we:

     o rely  upon   trade   secrets,   nondisclosure   and   other   contractual
       arrangements;

     o rely on copyright and trademark laws;

     o enter into  confidentiality  agreements with  employees,  consultants and
       customers;

     o seek to limit access to and distribution of our proprietary  information;
       and

     o require almost all employees and consultants to assign to us their rights
       in intellectual property developed during their employment or engagement.

     There can be no assurance  that the steps we take will be adequate to deter
misappropriation  of our  proprietary  information  or  that  we will be able to
detect   unauthorized  use  of  and  take  appropriate   steps  to  enforce  our
intellectual property rights.

     We believe that our trademarks,  service marks,  services,  methodology and
development tools do not infringe on the intellectual property rights of others.
There  can be no  assurance,  however,  that such a claim  will not be  asserted
against  us in the  future,  or  that  if  asserted,  any  such  claim  will  be
successfully  defended. If we are not successful in defending such claim, we may
be precluded  from using certain marks or  technologies  or may incur royalty or
licensing expenses.

WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS

     A  significant  portion of our business is derived  from our  international
operations.  During  1999 and  2000  and the six  months  ended  June 30,  2001,
approximately  28%, 31% and 35% of our revenues were derived from  international
operations.  We have  established  or  acquired  foreign  operations  in  Europe
(Denmark,  the United  Kingdom and Sweden) and Asia Pacific  (Australia,  India,
Japan, New Zealand,  Singapore and Hong Kong). In order to expand  international
sales, we may establish or acquire  additional  foreign  operations.  Increasing
foreign operations has required and likely will continue to require  significant
management  attention and financial  resources  and could  materially  adversely
affect our business.  There can be no

                                      -13-
<PAGE>

assurance that we will be able to increase  international  market demand for our
services. The risks relating to our international business activities include:

     o unexpected changes in regulatory environments;

     o foreign currency fluctuations;

     o tariffs and other trade barriers;

     o longer accounts receivable payment cycles;

     o difficulties in managing international operations;

     o potential  foreign  tax  consequences   including  restrictions   on  the
       repatriation of earnings; and

     o the  burdens  of  complying  with a wide  variety  of  foreign  laws  and
       regulations.

     There  can be no  assurance  that  such  factors  will not have a  material
adverse effect on our future international sales, if any, and, consequently,  on
our business and operating results.

WE FACE RISKS ASSOCIATED WITH OUR OPERATIONS IN INDIA

     Through our subsidiary,  Intelligroup Asia Private Limited,  we are subject
to the risks associated with doing business in India.  India's central and state
governments  heavily  regulate  the  Indian  economy.  In the recent  past,  the
government of India has provided  significant tax incentives and relaxed certain
regulatory  restrictions  in order to encourage  foreign  investment  in certain
sectors of the  economy.  Certain of these  benefits  that  directly  affect our
Indian operations include:

     o tax deduction incentives;

     o liberalized import and export duties; and

     o preferential rules on foreign investment and repatriation.

     Changes in the  business,  political or  regulatory  climate of India could
have a material  adverse effect on our Indian business.  In addition,  India has
experienced  significant  inflation,  shortages of foreign exchange and has been
subject to civil unrest and acts of terrorism.  Changes in the following factors
could have a material adverse effect on our business and operating results:

     o inflation;

     o interest rates;

     o taxation; or

                                      -14-
<PAGE>

     o other social,  political,  economic or diplomatic  developments affecting
       India in the future.

RISK OF INCREASED GOVERNMENT REGULATION OF IMMIGRATION

     In the United  States,  we have relied and in the future expect to continue
to rely increasingly upon attracting and retaining  personnel with technical and
project   management   skills  from  other   countries.   The   Immigration  and
Naturalization Service limits the number of new petitions it approves each year.
Accordingly,  we may be unable  to  obtain  visas  necessary  to bring  critical
foreign  employees to the United  States.  Any difficulty in hiring or retaining
foreign nationals in the United States could increase  competition for technical
personnel  and have a material  adverse  effect on our  business  and  operating
results.

SHARES ELIGIBLE FOR FUTURE SALE COULD AFFECT OUR STOCK PRICE

     After the  offering,  we will  have  outstanding  approximately  16,630,125
shares of Common Stock. The shares of Common Stock offered hereby will be freely
tradable  without  restriction  in the public  market,  unless  purchased by our
affiliates.  As of September 21, 2001, an additional  3,160,171  shares issuable
upon the exercise of stock options will be freely tradable by persons other than
our affiliates without  restriction.  Sales of substantial amounts of our Common
Stock or the  availability  of such  shares  for  sale  could  adversely  affect
prevailing market prices of our Common Stock.

OUR FOUNDERS OWN A SIGNIFICANT  PORTION OF OUR OUTSTANDING  COMMON STOCK AND ARE
ABLE TO INFLUENCE CORPORATE MATTERS

     The founders of  Intelligroup,  Ashok Pandey,  Rajkumar Koneru and Nagarjun
Valluripalli,  together  beneficially own approximately 36.2% of the outstanding
shares of our common stock. As a result,  these  shareholders,  acting together,
are able to influence  significant  control of matters requiring approval by our
shareholders,  including  the election of  directors.  Such a  concentration  of
ownership  may have the effect of delaying or  preventing a change in control of
Intelligroup,  including  transactions  in which  shareholders  might  otherwise
receive a premium for their shares over then current market prices.

WE HAVE TAKEN CERTAIN ANTI-TAKEOVER  MEASURES WHICH MAY MAKE AN ACQUISITION MORE
DIFFICULT

     Certain  provisions  of  our  Certificate  of  Incorporation,  By-laws  and
Shareholder Protection Rights Agreement could make it more difficult for a third
party to acquire control of  Intelligroup,  even if such change in control would
be beneficial to our shareholders. For example, our Certificate of Incorporation
eliminates the rights of  shareholders to call a special meeting of shareholders
or take action by written consent. In addition, our Certificate of Incorporation
allows our Board of  Directors  to issue  preferred  stock  without  shareholder
approval.  Such  issuances  could make it more  difficult  for a third  party to
acquire us. Our  Shareholder  Protection  Rights  Agreement is designed to deter
coercive  or  unfair  takeover  attempts  of  Intelligroup.   As  a  New  Jersey
corporation,  we are also subject to the New Jersey Shareholders  Protection Act
contained  in Section  14A:10A-1.  In  general,  Section  14A:10A-1

                                      -15-
<PAGE>

prohibits a publicly-held  New Jersey  corporation  from engaging in a "business
combination"  with an  "interested  stockholder"  for a  period  of  five  years
following the date the person became an interested  stockholder,  unless,  among
other things:

     o the board of directors approved the transaction in which such stockholder
       became  an  interested  stockholder  prior  to  the  date  the interested
       stockholder attained such status; and

     o the  business  combination  is  approved by the  affirmative  vote of the
       holders  of at  least  66 2/3% of  the  corporation's  voting  stock  not
       beneficially  owned by the interested stockholder at a meeting called for
       such purpose.

A "business  combination"  generally includes a merger, sale of assets or stock,
or  other  transaction  resulting  in a  financial  benefit  to  the  interested
stockholder.  In general,  an interested  stockholder is a person who,  together
with  affiliates  and  associates,  owns,  or  within  five  years  prior to the
determination  of  interested  stockholder  status,  did own, 10% or more of the
corporation's voting stock.

POTENTIAL VOLATILITY OF OUR STOCK PRICE

     The  market  price of the  shares of our  common  stock has been and in the
future may be highly  volatile.  Some  factors  that may affect the market price
include:

     o actual or anticipated fluctuations in our operating results;

     o announcements of technological  innovations or new commercial products or
       services by us or our competitors;

     o market conditions in the computer software and hardware industries and IT
       services industry generally;

     o changes in recommendations or earnings estimates by securities  analysts;
       and

     o actual or anticipated quarterly fluctuations in financial results.

     Furthermore, the stock market historically has experienced volatility which
has  particularly  affected the market prices of  securities of many  technology
companies and which  sometimes has been unrelated to the operating  performances
of such companies.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS ON OUR COMMON STOCK

     We have never  paid,  and do not  anticipate  paying any  dividends  on our
common stock in the foreseeable future.

                                      -16-
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     We make certain forward-looking  statements in this prospectus that are not
based on historical facts, but discuss our future  expectations and are intended
to qualify for the safe harbor provisions of the Private  Securities  Litigation
Reform  Act of 1995.  The  words  "may,"  "would,"  "could,"  "will,"  "expect,"
"anticipate,"  "believe,"  "intend," "plan," "estimate" and similar  expressions
are meant to identify such forward-looking statements. Readers are cautioned not
to place undue reliance on these  forward-looking  statements  which reflect our
views only as of the date of this prospectus. As a result of the risks contained
herein and others  expressed  from time to time in our filings with the SEC, our
actual results may differ materially from the results discussed in or implied by
the forward-looking statements contained in this prospectus.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the shares covered
by this  prospectus.  While we will receive sums upon any exercise of options by
the selling  shareholders,  we  currently  have no plans for their  application,
other than for general  corporate  purposes.  We cannot  assure that any of such
options will be exercised.



                                      -17-
<PAGE>

                              SELLING SHAREHOLDERS

     The following  table sets forth:  (i) the name and position of each selling
shareholder,  whose  name  is  known  as of  the  date  of  the  filing  of  the
registration  statement of which this prospectus  forms a part,  under the Plans
who may sell common stock pursuant to this prospectus; (ii) the number of shares
of common stock owned (or subject to option) by each selling  shareholder  as of
the date of this  prospectus;  (iii) the number of shares of common  stock which
may be  offered  and are  being  registered  for  the  account  of each  selling
shareholder  by this  prospectus  (all of which may be  acquired  by the selling
shareholders  pursuant  to the  exercise  of  options);  and (iv) the amount and
percentage of common stock to be owned by each such selling  shareholder if such
selling  shareholder  were to sell all of the shares of common stock  covered by
this prospectus.  There can be no assurance that any of the selling shareholders
will offer for sale or sell any or all of the Shares offered by them pursuant to
this prospectus. Options or shares of common stock may be issued under the Plans
in amounts and to persons not presently  known by us; when known,  such persons,
their holdings of common stock and certain other  information may be included in
a subsequent version of this prospectus.

<TABLE>
<CAPTION>

                                          Number of Shares of
                                           Common Stock both
                                       directly held or subject    Number of Shares        Number of Shares of Common
                                          to option prior to        of Common Stock              Stock Owned
Name and Position                       Offering/Percentage(1)      to be Offered          After Offering/Percentage(2)
-----------------                       ----------------------      -------------          ----------------------------
<S>                                     <C>                           <C>                  <C>
Nagarjun Valluripalli, Chief
   Executive Officer and
   Director                              2,521,221 / 15.2             300,000              2,221,221 / 13.4
Nicholas Visco, Senior Vice
   President-Finance and
   Administration                             118,300 / *             117,500                       800 / *
Rajkumar Koneru, Director                2,249,720 / 13.5             300,000              1,949,720 / 11.7
Klaus Besier, Director                         42,000 / *              40,000                     2,000 / *
Dennis McIntosh, Director                      20,000 / *              20,000                        -- / *
</TABLE>

----------
*     Less than one percent.

(1)   For  purposes of  this table,  the number of  shares of Common Stock owned
      prior  to this  offering includes  all shares of  Common Stock which would
      be owned if all options granted under the Plans were exercised.

(2)   Applicable percentage of ownership is based on 16,630,125 shares of Common
      Stock outstanding on September 21, 2001.


                                      -18-
<PAGE>

                              PLAN OF DISTRIBUTION

     The  selling  shareholders  have not  advised us of any  specific  plan for
distribution of the shares offered hereby, but it is anticipated that the shares
will be sold  from  time to time by the  selling  shareholders  or by  permitted
pledgees,  donees,  transferees or other permitted successors in interest.  Such
sales may be made  over-the-counter  on the Nasdaq National Market at prices and
at terms then  prevailing or at prices related to the then current market price,
or in  negotiated  transactions.  The  shares  may be sold by one or more of the
following:  (i) a block  trade in which the  broker or  dealer so  engaged  will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;  (ii) purchases by a broker or
dealer for its account pursuant to this prospectus;  or (iii) ordinary brokerage
transactions  and  transactions  in which  the  broker  solicits  purchases.  In
effecting  sales,  brokers or dealers  engaged by the selling  shareholders  may
arrange for other  brokers or dealers to  participate.  Brokers or dealers  will
receive commissions or discounts from the selling  shareholders in amounts to be
negotiated  immediately prior to the sale. Such brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning of the Act in connection with such sales,  and any commissions  received
by them and any profit  realized  by them on the resale of shares as  principals
may be deemed underwriting compensation under the Act. The expenses of preparing
this prospectus and the related Registration Statement with the SEC will be paid
by us. Shares of Common Stock covered by this  prospectus also may qualify to be
sold  pursuant  to  Rule  144  under  the  Act,  rather  than  pursuant  to this
prospectus.  The selling shareholders have been advised that they are subject to
the applicable  provisions of the Exchange Act,  including  without  limitation,
Rules 10b-5 and Regulation M thereunder.

                                  LEGAL MATTERS

     The  validity of the shares of common stock  offered  hereby will be passed
upon for the Company by Hale and Dorr LLP, 650 College Road East, Princeton, New
Jersey 08540.

                                     EXPERTS

     The consolidated  financial  statements for fiscal years ended December 31,
2000,  1999 and 1998  incorporated by reference in this prospectus and elsewhere
in the  Registration  Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said report.



                                      -19-
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 14A:3-5 of the New Jersey Business Corporation Act permits each New
Jersey business corporation to indemnify its directors,  officers, employees and
agents against expenses and liabilities in connection with:

     o any proceeding  involving such persons by reason of his or her serving or
       having served in such capacities; or

     o each such person's acts taken in such capacity if such actions were taken
       in good faith and in a manner which he or she  reasonably  believed to be
       in or not opposed to the best interests of the corporation.

     With  respect to any  criminal  proceeding,  indemnity is permitted if such
person had no  reasonable  cause to believe  his or her  conduct  was  unlawful,
provided that any such proceeding is not by or in the right of the corporation.

     Section  14A:2-7(3) of the New Jersey  Business  Corporation  Act enables a
corporation  in its  certificate  of  incorporation  to limit the  liability  of
directors  and  officers  of  the   corporation   to  the   corporation  or  its
shareholders.  Specifically,  the certificate of incorporation  may provide that
directors  and officers of the  corporation  will not be  personally  liable for
money  damages  for breach of a duty as a  director  or an  officer,  except for
liability for:

     o any  breach  of the  director's  or  officer's  duty  of  loyalty  to the
       corporation or its shareholders;

     o acts or omissions not in good faith or which involve a knowing  violation
       of law; or

     o as to  directors  only,  under  Section  14A:6-12(1)  of the  New  Jersey
       Business  Corporation  Act,  which relates to  unlawful  declarations  of
       dividends  or  other  distributions  of assets  to  shareholders  or  the
       unlawful purchase of shares of the corporation; or

     o any  transaction  from which the director or officer  derived an improper
       personal benefit.

     Our Certificate of Incorporation  limits the liability of our directors and
officers  as  authorized  by Section  14A:2-7(3).  The  affirmative  vote of the
holders of at least 80% of the  voting  power of all  outstanding  shares of our
capital stock is required to amend such provisions.

     Our  Amended and  Restated  By-laws  specify  that we shall  indemnify  our
directors  and  officers  to the extent such  parties are  involved in or made a
party to any  action,  suit or  proceeding  because he or she was a director  or
officer.  We have  agreed  to  indemnify  such  parties  for  their  actual  and
reasonable expenses if such party:

     o acted in good faith and in a manner he or she  reasonably  believed to be
       in our best interests; and

                                      -20-
<PAGE>

     o had no reasonable cause to believe his or her conduct was unlawful.

     This  provision  of the  By-laws is deemed to be a contract  between us and
each  director  and officer  who serves in such  capacity at any time while such
provision and the relevant provisions of the New Jersey Business Corporation Act
are in effect. Any repeal or modification  shall not offset any action,  suit or
proceeding  brought or threatened  based in whole or in part upon any such state
of facts.  The  affirmative  vote of the  holders  of at least 80% of the voting
power of all outstanding shares of our capital stock is required to adopt, amend
or repeal such provision of the By-laws.

     We have executed indemnification  agreements with each of our directors and
executive officers.  Such agreements require us to indemnify such parties to the
full  extent  permitted  by law,  subject to certain  exceptions,  if such party
becomes  subject  to an  action  because  such  party  is a  director,  officer,
employee, agent or fiduciary.

     We have liability  insurance for the benefit of our directors and officers.
The  insurance  covers  claims  against  such persons due to any breach of duty,
neglect, error,  misstatement,  misleading statement,  omission or act done. The
insurance covers such claims, except as prohibited by law, or otherwise excluded
by such insurance policy.


                 SECURITIES AND EXCHANGE COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to  directors,  officers  and  controlling  persons  of  Intelligroup
pursuant  to the  foregoing  provisions,  or  otherwise,  Intelligroup  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by Intelligroup of expenses  incurred or paid by a director,  officer or
controlling person of Intelligroup in the successful defense of any action, suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being  registered,  Intelligroup  will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -21-
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Act, the Registrant  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
Edison, State of New Jersey, on this 26th day of September, 2001.

                                             INTELLIGROUP, INC.

                                             By:/s/ Nagarjun Valluripalli
                                                --------------------------------
                                                Nagarjun Valluripalli
                                                Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Nagarjun Valluripalli and Nicholas Visco,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Act, this  Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and  on the  date
indicated.

<TABLE>
<CAPTION>

              Signature                                  Title                                          Date
              ---------                                  -----                                          ----
<S>                                     <C>                                                     <C>
/s/ Nagarjun Valluripalli               Chief Executive Officer and Director                    September 26, 2001
---------------------------------
Nagarjun Valluripalli

/s/ Nicholas Visco                      Senior Vice President - Finance and Administration      September 26, 2001
---------------------------------       (principal financial and accounting officer)
Nicholas Visco

/s/ Rajkumar Koneru                     Director                                                September 24, 2001
---------------------------------
Rajkumar Koneru

                                        Director                                                September   , 2001
---------------------------------
Klaus Besier

/s/ Dennis McIntosh                     Director                                                September 26, 2001
---------------------------------
Dennis McIntosh

/s/ Gregory Dimit                       Director                                                September 26, 2001
---------------------------------
Gregory Dimit

</TABLE>


<PAGE>

                                  EXHIBIT INDEX

           Exhibit
            Number                                  Description
            ------                                  -----------

             5                  Opinion of Hale and Dorr LLP.

            10.1                Intelligroup, Inc. 1996 Stock Plan, as amended.

            23.1                Consent of Arthur Andersen LLP.

            23.2                Consent  of Hale and  Dorr LLP (contained in the
                                opinion filed as Exhibit 5).

            24                  Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "forms-8_92601.txt", "description": "FORM S-8", "secsgml_size_bytes": 68211}]
{"company-data": {"conformed-name": "INTELLIGROUP INC", "cik": "0001016439", "assigned-sic": "7373", "irs-number": "112880025", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70244", "film-number": "1745531"}, "business-address": {"street1": "499 THORNALL STREET", "city": "EDISON", "state": "NJ", "zip": "08837", "phone": "7325901600"}, "mail-address": {"street1": "499 THORNALL STREET", "city": "EDISON", "state": "NJ", "zip": "08837"}}
As filed with the Securities and Exchange Commission on September 26, 2001

                                                  Registration No. 333-

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               INTELLIGROUP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   11-2880025
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

                  499 Thornall Street, Edison, New Jersey 08837
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                           1996 Stock Plan, as amended
                  1996 Non-Employee Director Stock Option Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                              Nagarjun Valluripalli
                             Chief Executive Officer
                               Intelligroup, Inc.
                  499 Thornall Street, Edison, New Jersey 08837
--------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (732) 590-1600
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:

                              David J. Sorin, Esq.
                              David S. Matlin, Esq.
                                Hale and Dorr LLP
                              650 College Road East
                               Princeton, NJ 08540
                                 (609) 750-7600
----------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed
                                   Amount               Maximum            Proposed Maximum           Amount Of
    Title Of Securities             To Be            Offering Price       Aggregate Offering        Registration
      To Be Registered           Registered            Per Share                 Price                   Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share

Issuable pursuant to
options to be granted under
the 1996 Stock Plan, as
amended..................        500,000(1)             $0.835(2)             $417,500(2)               $104.38
(1)  Includes an indeterminate number of shares of the Registrant's Common Stock
     as may be issuable in the event of stock splits, stock dividends or similar
     transactions  in accordance with Rule 416 under the Securities Act of 1933,
     as amended.  Does not include (i) 1,407,233 shares of Common Stock issuable
     under the Registrant's  1996 Stock Plan, as amended (the "1996 Plan") which
     were previously  registered pursuant to the Registration  Statement on Form
     S-8  filed  on July  22,  1997 and  Post-Effective  Amendment  No. 1 to the
     Registration  Statement on Form S-8 filed on October 17, 1997 (Registration
     Statement No. 333-31809); (ii) 42,767 shares of Common Stock underlying the
     1996 Plan for which  options  have been  issued  and  exercised;  and (iii)
     3,250,000  shares of Common Stock  issuable  under the 1996 Plan which were
     previously  registered  pursuant to the Registration  Statement on Form S-8
     filed on February 11, 2000 (Registration Statement No. 333-11486).

(2)  Pursuant to Rule 457(c), and Rule 457(h), these prices are estimated solely
     for the purpose of calculating the  registration fee and are based upon the
     average  of the high and low  price per  share of the  Registrant's  Common
     Stock as reported on September 21, 2001.

                                      (ii)
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in the instructions to
Part I of Form S-8 will be sent or given to participants of the 1996 Stock Plan,
as amended (the "1996 Plan") as required by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Act").  As permitted by the  instructions to Part I of
Form S-8, these documents are not filed with this Registration Statement.

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 (the "Registration Statement"), has
been filed by Intelligroup,  Inc., a New Jersey corporation (the  "Corporation")
in order to register an  additional  500,000  shares of Common  Stock,  $.01 par
value, issuable upon the exercise of stock options or other awards granted under
the Corporation's 1996 Plan.

     Pursuant to the Act, we register these securities in addition to securities
of the same class previously registered on the Registration Statement filed with
the  Securities  and  Exchange  Commission  on July 22, 1997 and  Post-Effective
Amendment No. 1 to the  Registration  Statement  filed with the  Securities  and
Exchange Commission on October 17, 1997 (Registration  Statement No. 333-31809),
and the Registration Statement filed with the Securities and Exchange Commission
on February 11, 2000 (Registration Statement No. 333-11486)  (collectively,  the
"Prior  Registration  Statements") and, in accordance with General Instruction E
to Form S-8, the contents of the Prior Registration  Statements are incorporated
by reference herein.

     The  reoffer  prospectus  which  is  filed  as a part of this  Registration
Statement  updates the Prior  Registration  Statements  and has been prepared in
accordance  with  the  requirements  of Part I of Form  S-3 and may be used  for
reoffers or resales of certain  shares of our common  stock  defined as "control
securities"  under  Instruction C to Form S-8 acquired by "affiliates"  (as such
term is defined in Rule 405 of the General Rules and Regulations under the Act),
pursuant to the exercise of options  under the  Registrant's  1996 Plan and 1996
Non-Employee Director Stock Option Plan.

                                      (iii)
PROSPECTUS
                   Reoffer Prospectus dated September 26, 2001

                               INTELLIGROUP, INC.
                  499 Thornall Street, Edison, New Jersey 08837

                        5,157,233 Shares of Common Stock
 issued under or issuable pursuant to options granted or to be granted under the
                           1996 Stock Plan, as amended

                         140,000 shares of Common Stock
 issued under or issuable pursuant to options granted or to be granted under the
                  1996 Non-Employee Director Stock Option Plan

     Certain selling shareholders,  may offer and sell, from time to time, up to
5,297,233  shares of our common stock (the "Shares").  These Shares have been or
may be acquired upon the exercise of stock options granted  pursuant to our 1996
Stock Plan,  as amended  (the "1996  Plan") and our 1996  Non-Employee  Director
Stock Option Plan (the  "Director  Plan",  and together with the 1996 Plan,  the
"Plans").  Options  or shares of common  stock may be issued  under the Plans in
amounts and to persons not presently known by us. Once the amounts and names are
known,  such  persons,   their  holdings  of  common  stock  and  certain  other
information may be included in a subsequent version of this prospectus.  We will
receive no proceeds from the sale by the selling shareholders of the Shares.

     Our common stock is listed on the Nasdaq  National  Market under the symbol
"ITIG".  The last reported sale price of the  common stock on September 25, 2001
on the Nasdaq National Market was $0.90 per share.

                    ----------------------------------------

     INVESTING IN THE SHARES OF COMMON STOCK INVOLVES  CERTAIN RISKS.  SEE "RISK
FACTORS" BEGINNING ON PAGE 5.

                    ----------------------------------------

     Neither the Securities and Exchange Commission nor any state securities
      commission has approved or disapproved these securities or determined
      if this prospectus is truthful or complete. Any representation to the
                         contrary is a criminal offense.

               The date of this Prospectus is September 26, 2001.
INTELLIGROUP, INC.

                                TABLE OF CONTENTS
                                -----------------

                                                                         Page
                                                                         ----

About Intelligroup....................................................     3

Where You Can Find More Information...................................     4

Incorporation of Certain Documents by Reference.......................     4

Risk Factors..........................................................     5

Special Note Regarding Forward-Looking Information....................     17

Use of Proceeds.......................................................     17

Selling Shareholders..................................................     18

Plan of Distribution..................................................     19

Legal Matters.........................................................     19

Experts...............................................................     19

Indemnification of Directors and Officers.............................     20

Securities and Exchange Commission Position on Indemnification
  for Securities Act Liabilities......................................     21

                                      -2-
ABOUT INTELLIGROUP

     Intelligroup,   Inc.  provides  a  wide  range  of  information  technology
solutions and services, including the development,  integration,  implementation
and  application   management  and  support  of  integrated   industry-specific,
e-commerce   and   m-commerce   software   applications.    Our   high   quality
onsite/offshore  delivery model combined with a comprehensive  suite of tools is
designed  to provide  customers  with a faster  time to market and lower cost of
ownership in deploying their mission-critical applications.

     We  were  incorporated  in New  Jersey  in  October  1987  under  the  name
Intellicorp,  Inc. Our name was changed to Intelligroup,  Inc. in July 1992. Our
principal  executive  offices are located at 499 Thornall  Street,  Edison,  New
Jersey 08837 and our telephone number is (732) 590-1600.  Additional information
about us may be  obtained  at our  website  at  http:/www.intelligroup.com.  The
information  contained  at our  website  is not  incorporated  into and does not
constitute part of this  prospectus,  and the only  information  that you should
rely on in making  your  decision  whether to invest in our common  stock is the
information  contained in or  specifically  incorporated by referenced into this
prospectus.

All references to "Intelligroup," "we," "us," or "our," in this prospectus means
Intelligroup, Inc. and its subsidiaries.

                                      -3-
WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the Securities and Exchange  Commission  ("SEC").  You may read
and copy any document the Company  files at the SEC's public  reference  room at
450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  Please  call  the  SEC at
1-800-SEC-0330  for further  information on the public  reference  room. Our SEC
filings  are  also   available   to  the  public  from  the  SEC's   website  at
http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with the SEC, which means that we can disclose  important  information to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus,  and later  information  that we file
with the SEC will automatically update and supersede this information.

     We incorporate by reference the documents listed below:

1.   Annual Report on Form 10-K for the year ended December 31, 2000;

2.   Quarterly  Report on  Form 10-Q for  the quarters ended  March 31, 2001 and
     June 30, 2001;

3.   Current Report  on Form 8-K dated  and filed with  the SEC on June 6, 2001,
     August 1, 2001 and August 17, 2001; and

4.   The  description of our common stock, $.01 par value, which is contained in
     our  Registration Statement on  Form 8-A filed pursuant to Section 12(g) of
     the Securities  Exchange Act of  1934, as amended  (the "Exchange Act"), in
     the form declared effective by the SEC on September 26, 1996, including any
     subsequent  amendments  or reports filed  for the purpose of  updating such
     description.

     In addition,  all documents  subsequently  filed by us pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference.

     We will provide,  without charge, to each person,  including any beneficial
owner, to whom a copy of this prospectus is delivered,  upon the written or oral
request of such  person,  a copy of any or all of the  information  incorporated
herein by reference.  Exhibits to any of such  documents,  however,  will not be
provided  unless such exhibits are  specifically  incorporated by reference into
such documents. The requests should be made to:

              Nicholas Visco, Senior Vice President - Finance and Administration
              Intelligroup, Inc.
              499 Thornall Street
              Edison, New Jersey 08837
              (732) 590-1600

This  prospectus is part of a registration  statement we filed with the SEC. You
should  rely  only  on the  information  or  representations  provided  in  this
prospectus.  We have  not  authorized  anyone  to  provide  you  with  different
information.  Neither  Intelligroup  nor the selling  shareholders are making an
offer of these  securities  in any state where the offer is not  permitted.  You
should not assume that the  information in this prospectus is accurate as of any
date other than the date on the front of the document.

                                      -4-
RISK FACTORS

     Some  information  set  forth in or  incorporated  by  reference  into this
prospectus  may contain  "forward-looking  statements."  Such  statements can be
identified  by the use of words such as  "believe,"  "anticipate"  and "expect."
These statements discuss future expectations, contain projections or state other
"forward-looking"  information.  The factors  discussed below could cause actual
results and  developments to be materially  different from those expressed in or
implied by such statements.  In addition to the other  information  contained in
this  prospectus,  you should consider the following  factors  carefully  before
deciding to purchase shares of our Common Stock.

WE HAVE EXPERIENCED  SUBSTANTIAL  VARIABILITY OF OUR QUARTERLY OPERATING RESULTS
WHICH WE EXPECT WILL CONTINUE

     In the past, our operating results have varied  substantially  from quarter
to  quarter.  Our  operating  results  also may vary in the  future.  Due to the
relatively  fixed  nature of  certain  of our  costs,  including  personnel  and
facilities  costs,  a decline in revenue in any fiscal  quarter  would result in
lower  profitability  in that  quarter.  Our  quarterly  operating  results  are
influenced by:

     o seasonal patterns of hardware and software capital spending by customers;

     o information technology hosting and outsourcing trends;

     o the timing, size and stage of projects;

     o new service introductions by us or our competitors;

     o levels of market acceptance for our services;

     o our hiring of additional staff;

     o changes in our billing and employee utilization rates; and

     o timing and integration of acquired businesses.

     We believe,  therefore,  that past operating  results and  period-to-period
comparisons  should not be relied upon as an indication  of future  performance.
Demand for our services generally is lower in the fourth quarter.  This decrease
is due to reduced  activity during the holiday season and fewer working days for
those customers which curtail  operations during such period. We anticipate that
our business will continue to be subject to such seasonal variations.

THE LIQUIDITY OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED IF WE ARE DELISTED
FROM THE NASDAQ NATIONAL MARKET

     From time to time,  our common  stock has failed to  maintain a minimum bid
price of $1.00 per share.  If we fail to  maintain a minimum  bid price of $1.00
per share for a period of 30  consecutive  business days, we would be subject to
notification  by the  Nasdaq  National  Market  that we have  failed to meet its
requirements for continued listing. Upon such notice, we would

                                      -5-
have 90 days from the notice date to regain  compliance  by having the bid price
for our  common  stock  close at $1.00 or  greater  for a  minimum  period of 10
consecutive  business  days  during  the  90-day  compliance  period.  We cannot
guarantee  that we will  maintain a minimum  bid price  above  $1.00 or that our
common stock will not be delisted from the Nasdaq National Market.  In the event
that we are delisted from the Nasdaq National Market,  we would attempt to trade
on the OTC Bulletin  Board. A delisting from the Nasdaq National Market may have
a material  adverse  effect on our stock price and our ability to raise  capital
through the issuance of additional  equity. A delisting from the Nasdaq National
Market will also make us  ineligible  to use Form S-3 to register  shares of our
common  stock with the SEC,  therefore,  making it more  expensive  to  register
shares of our common  stock.  In the event our common stock is delisted from the
Nasdaq  National  Market,  it would  become  subject to certain  securities  law
restrictions  requiring  broker/dealers who recommend  low-priced  securities to
persons   (with  certain   exceptions)   to  satisfy   special  sales   practice
requirements,   including   making   an   individualized   written   suitability
determination  for the purchaser  and receive the  purchaser's  written  consent
prior to the transaction. The securities laws also require additional disclosure
in connection with any trades  involving  low-priced  stocks (subject to certain
exceptions),  including the delivery, prior to any transaction,  of a disclosure
schedule  explaining the market for such stocks and the associated risks.  These
requirements  could severely limit the market  liquidity of our common stock and
your ability to sell the common stock in the secondary market.

IF OUR COMMON  STOCK IS  DELISTED  FROM THE NASDAQ  NATIONAL  MARKET,  IT MAY BE
SUBJECT TO THE "PENNY  STOCK"  REGULATIONS  WHICH MAY AFFECT THE  ABILITY OF OUR
SHAREHOLDERS TO SELL THEIR SHARES

     If Nasdaq  delists our common stock,  it could become subject to Rule 15g-9
under the Exchange Act, which imposes additional sales practice  requirements on
broker-dealers  that sell such  securities  to persons  other  than  established
customers and "accredited investors" (generally,  an individual with a net worth
in excess of  $1,000,000  or an annual income  exceeding  $200,000,  or $300,000
together  with his or her spouse's  income).  For  transactions  covered by this
rule, a  broker-dealer  must make a special  suitability  determination  for the
purchaser and receive the purchaser's  written consent to the transaction  prior
to the sale.  Consequently,  the rule may  adversely  affect the  ability of the
holders of our common stock to sell their shares in the secondary market.

     Regulations  of the SEC define  "penny stock" to be any  non-Nasdaq  equity
security  that has a market  price (as  therein  defined) of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require delivery, prior to any transaction of penny stock, of a disclosure
schedule  prepared by the SEC relating to the penny stock  market.  The SEC also
requires  disclosure about commissions payable to both the broker-dealer and its
registered  representative  and information  regarding current quotations of the
securities. Finally, the SEC requires that monthly statements be sent disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks.

     If our common stock were subject to the rules on penny  stocks,  the market
liquidity for our common stock could be severely and adversely affected.

                                      -6-
OUR FAILURE TO MANAGE GROWTH MAY HAVE A NEGATIVE EFFECT ON OUR BUSINESS

     From  January  1, 1995  through  December  31,  2000,  our total  number of
employees  increased from 113 to 1,174  persons.  At June 30, 2001, we had 1,234
employees and 60 independent contractors.  To manage our growth effectively,  we
must  continue  to develop  and improve  our  operational,  financial  and other
internal systems, as well as our business development capabilities. We must also
continue to attract, train, retain, motivate and manage our employees.

     Our future success will depend in large part on our ability to:

     o continue to maintain  high rates of employee  utilization  at  profitable
       billing rates;

     o maintain  project  quality,  particularly  if the  size and  scope of our
       projects increase; and

     o integrate  the service  offerings,  operations  and employees of acquired
       businesses.

     Our  inability to manage our growth and projects  effectively  could have a
material adverse effect on:

     o the quality of our services and products;

     o our ability to retain key personnel;

     o our operating results; and

     o our ability to report financial results in an accurate and timely manner.

WE COULD HAVE  POTENTIAL  TAX  LIABILITY  IN  CONNECTION  WITH THE  SPIN-OFF  OF
SERANOVA

     On July 5, 2000,  we  consummated  the  tax-free  spin-off of our  majority
-owned subsidiary,  SeraNova,  Inc.  Subsequently,  in March 2001,  SeraNova and
Silverline  Technologies  Limited  consummated  the  acquisition  of SeraNova by
Silverline.  SeraNova's management has represented that such acquisition was not
contemplated  at the time of the  spin-off of  SeraNova  by us, and  accordingly
should not impact  the  tax-free  nature of the  spin-off.  Should the  spin-off
ultimately be construed to be taxable,  there is a risk that if SeraNova  and/or
Silverline  are unable or unwilling to pay the resultant tax liability  pursuant
to SeraNova's  indemnification  obligations under its Tax Sharing Agreement with
us, we would bear the liability to pay such resultant tax liability.

THE FAILURE TO COLLECT THE BALANCE  DUE ON OUR  UNSECURED  PROMISSORY  NOTE WITH
SERANOVA COULD NEGATIVELY AFFECT OUR BUSINESS

     On May 31,  2000,  SeraNova  and the  Company  formalized  a $15.1  million
unsecured  promissory  note (the "Note")  relating to net borrowings by SeraNova
from the Company  through such date.  The Note bears  interest at the prime rate
plus 1/2%. The Company has recorded  total accrued  interest of $1.2 million and
$0.8 million as of June 30, 2001 and December 31, 2000,

                                      -7-
respectively.  A payment of $3.0 million was made on September 29, 2000 with the
balance being due on July 31, 2001.

     SeraNova  failed to make final payment of all amounts due under the Note to
the Company as of July 31, 2001. As of such date,  SeraNova was obligated to pay
to the Company the remaining principal  (approximately $9.2 million) and accrued
interest  (approximately  $1.2 million),  or an aggregate of $10.4 million. As a
result,  in August 2001, the Company commenced  litigation  against SeraNova and
Silverline Technologies Limited, which acquired SeraNova in March 2001, in order
to recover amounts owing under the Note and a system implementation  project. In
September  2001,  SeraNova and Silverline  filed a joint Answer to the Company's
Complaint.  In addition,  SeraNova filed a counterclaim  against the Company for
unspecified  damages as a set-off against the Company's  claims. In the event we
do not collect the full amount due from SeraNova, our business may be negatively
affected.

RISKS ASSOCIATED WITH OUR CURRENT CREDIT FACILITY

     On May 31, 2000, the Company and PNC Bank,  N.A. (the "Bank")  entered into
an agreement  to replace the previous  credit  agreement  with a new  three-year
revolving credit facility. Such credit facility is comprised of a revolving line
of credit pursuant to which the Company can borrow up to $20.0 million either at
the  Bank's  prime rate per annum or the Euro Rate plus 1.75% to 2.5% based upon
the Company's ratio of debt to EBITDA.  The credit facility is collateralized by
substantially  all of the  assets of the United  States  based  operations.  The
maximum  borrowing  availability  under  the  line of  credit  is  based  upon a
percentage of eligible billed and unbilled accounts  receivable,  as defined. As
of June 30,  2001,  the  Company  had  outstanding  borrowings  under the credit
facility of $6.4 million.  The Company estimates undrawn  availability under the
credit facility to be $4.2 million as of June 30, 2001. As of December 31, 2000,
the Company had outstanding  borrowings  under the prior credit facility of $5.0
million.

     The credit facility provides for the following financial  covenants,  among
other things,  (1) the Company must maintain  consolidated net worth, as defined
("consolidated net worth") of (a) not less than 95% of consolidated net worth of
the immediately  preceding  fiscal year-end as at each such fiscal quarter after
December 31,  2000;  and (b) at least 105% of  consolidated  net worth as of the
immediately preceding fiscal year-end as at each such fiscal year-end subsequent
to December 31, 2000;  provided,  however,  the foregoing  covenant shall not be
tested for any quarter so long as the  Company  maintains,  at all times  during
such fiscal quarter,  undrawn availability of more than $5.0 million and (2) the
Company must maintain unconsolidated net worth, as defined  ("unconsolidated net
worth") of (a) not less than 95% of unconsolidated  net worth of the immediately
preceding  fiscal  year-end as at each such fiscal  quarter  after  December 31,
2000; and (b) at least 105% of  unconsolidated  net worth as of the  immediately
preceding fiscal year-end as at each such fiscal year-end subsequent to December
31, 2000; provided,  however, the foregoing covenant shall not be tested for any
quarter  so long as the  Company  maintains,  at all times  during  such  fiscal
quarter,  undrawn  availability  of more than $5.0  million.  Additionally,  the
credit  facility  contains  material  adverse  change clauses with regard to the
financial condition of the assets, liabilities and operations of the Company. As
of June 30, 2001, the Company was in compliance with all financial covenants.

                                      -8-
WE DEPEND ON SAP, ORACLE AND PEOPLESOFT

     During the years ended  December 31, 1999 and 2000 and the six months ended
June 30, 2001, approximately 54%, 63% and 70%, respectively,  of our revenue was
derived from projects in which we implemented  software developed by SAP. SAP is
a major  international  German-based  software  company and a leading  vendor of
client/server application software for business applications. Our future success
in our SAP-related consulting services depends largely on our continued:

     o relationship with SAP America, SAP's United States affiliate; and

     o status as a SAP National Logo Partner.

     We executed  our SAP  National  Logo  Partner  Agreement  in April 1997 and
previously  had been a SAP National  Implementation  Partner since 1995. In July
1997, we achieved  Accelerated  SAP Partner  Status with SAP by meeting  certain
performance  criteria  established  by SAP.  Such status is awarded by SAP on an
annual  basis  pursuant to  contract.  Our  contract  with SAP is  automatically
renewed for successive one-year periods unless terminated by either party.

     During the years ended  December 31, 1999 and 2000 and the six months ended
June 30, 2001,  approximately  9% of our total revenue was derived from projects
in which we implemented software developed by Oracle. Oracle is a leading vendor
of client/server  application software for business  applications.  Our contract
with Oracle is automatically  renewed for successive  one-year  periods,  unless
terminated by either party. We expanded our relationship with Oracle by entering
into an agreement, effective October 26, 1998. The agreement is expected to help
us meet the demands of mid-sized to large companies using Oracle.  The agreement
is terminable by either party upon 30 days notice.

     During the years ended  December 31, 1999 and 2000 and the six months ended
June 30, 2001, approximately 33%, 24% and 16%, respectively,  of our revenue was
derived from projects in which we implemented  software developed by PeopleSoft.
Our current  contract with  PeopleSoft  expired on May 5, 2001. We currently are
negotiating our contractual  arrangement with PeopleSoft and expect to renew our
contract.  We  cannot  assure  you  that  we will  enter  into a  contract  with
PeopleSoft on terms acceptable to us, if at all.

     We have no reason to  believe  that our  contracts  with  SAP,  Oracle  and
PeopleSoft  will not be  renewed  or that the  scope of such  contracts  will be
modified  or  limited  in a  manner  adverse  to us.  However,  there  can be no
assurance that such  contracts will be renewed on terms  acceptable to us, if at
all. In addition, there could be a material adverse effect on our business if:

     o SAP,  Oracle or  PeopleSoft  are  unable  to  maintain  their  respective
       leadership positions within the business applications software market;

     o Sales of SAP, Oracle or PeopleSoft software products decline;

     o Our relationship with SAP, Oracle or PeopleSoft deteriorates; or

     o SAP, Oracle or PeopleSoft elects to compete directly with us.

                                      -9-
WE RELY SUBSTANTIALLY ON KEY CUSTOMERS AND INFORMATION TECHNOLOGY PARTNERS

     We have derived and believe that we will  continue to derive a  significant
portion of our revenue from a limited number of customers and projects.  For the
years ended  December  31, 1999 and 2000 and the six months ended June 30, 2001,
our ten largest customers accounted for in the aggregate  approximately 43%, 34%
and 29% of our  revenue.  During  1999 and  2000,  one  customer  accounted  for
approximately  10% of revenue.  During the six months  ended June 30,  2001,  no
single  customer  accounted for more than 10% of revenue.  Most of our contracts
can be canceled by the customer on short notice and without significant penalty,
with the exception of fixed price  contracts.  The  cancellation  or significant
reduction in the scope of a large contract could have a material  adverse effect
on our  business.  In  addition,  the  amount  of work  performed  for  specific
customers is likely to vary from year to year. The loss of any large customer or
project could have a material adverse effect on our business. We also serve as a
member of consulting teams assembled by other information  technology consulting
firms, some of which may also be our competitors. There can be no assurance that
such  information  technology  consulting  firms will  continue to use us in the
future and at current levels of retention, if at all.

RISKS  RELATING TO FIXED PRICE  CONTRACTS  MAY  NEGATIVELY  IMPACT OUR OPERATING
RESULTS

     While  we  provide  services  to our  customers  primarily  on a  time  and
materials  basis,  we also bid on an increasing  number of fixed price projects.
For the  year  ended  December  31,  2000,  fixed  price  contracts  represented
approximately 10% of our total revenues. For the six months ended June 30, 2001,
approximately 12% of our total revenues were derived from fixed price contracts.
We believe that, as we pursue our strategy of providing  hosting and application
management  and  support  services to  customers,  we will likely be required to
offer more fixed price projects. We have had limited prior experience in pricing
and performing under fixed price arrangements. There can be no assurance that we
will be able to  complete  such  projects  within the fixed  price and  required
timeframes.  The failure to perform within such fixed price contracts could have
a material adverse effect on our business.

WE COULD BE LIABLE TO OUR CUSTOMERS FOR DAMAGES

     Many  of  our  engagements  involve  projects  that  are  critical  to  the
operations  of our  customers'  businesses  and  provide  benefits  that  may be
difficult  to   quantify.   Our  failure  or  inability  to  meet  a  customer's
expectations  could  result  in a  material  adverse  change  to the  customer's
operations.  Such  failure  could give rise to claims for damages  against us or
cause damage to our reputation. Such claims could adversely affect our business.
In some of our agreements,  we have agreed to indemnify the customer for damages
arising  from  services  provided  to,  or on behalf  of,  such  customer.  Such
indemnification  could have a material adverse effect on our financial condition
and  results  of  operations.  In some of our  contracts,  we agree that we will
repair errors or defects in our deliverables  without  additional  charge to the
customer.  To date, we have not  experienced  any material  claims  against such
warranties.  We have  insurance for damages and expenses  incurred in connection
with alleged negligent acts, errors or omissions. There can be no assurance that
we will not experience material claims in the future or that such insurance will
continue to be available to us on acceptable terms.

                                      -10-
WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR SHAREHOLDERS AND DISRUPTION OF OUR BUSINESS

     A key element of our strategy has been growth by acquisition.  We expect to
undertake  additional  acquisitions in the future,  although none are planned or
being negotiated as of the date of this prospectus.

     Risks associated with acquisitions may include:

     o possible adverse effects on our operating results;

     o diversion of management's attention;

     o risks associated with unanticipated liabilities or contingencies;

     o risks associated with financing;

     o integration  of service  offerings,  operations and employees of acquired
       businesses; and

     o management of growth issues.

THERE IS INTENSE COMPETITION IN THE INFORMATION TECHNOLOGY SERVICES INDUSTRY

     The information technology services industry is highly competitive. Many of
our competitors  have longer operating  histories,  possess greater industry and
name  recognition  and  have  significantly  greater  financial,  technical  and
marketing  resources.  Additionally,  we have  faced,  and expect to continue to
face, additional competition from new entrants into our markets.

     We believe that competitive factors in our markets include:

                          Principal Competitive Factors
                          -----------------------------

     o quality of service and deliverables;

     o speed of development and implementation;

     o price;

     o project management capability; and

     o technical and business expertise.

                                      -11-
External Factors
                                ----------------

     o the  ability of our  competitors  to hire,  retain and  motivate  project
       managers  and other  senior  technical  staff;

     o the  development  by others of  services  that are  competitive  with our
       services; and

     o the extent of our competitors' responsiveness to customer needs.

     We also  believe  that we  compete  in large  part  based  on our  level of
expertise in implementing  and integrating  SAP, Oracle and PeopleSoft  products
and a wide variety of other technologies. There can be no assurance that we will
be able to continue to compete successfully with existing and new competitors.

WE MAY NOT BE ABLE TO KEEP PACE WITH ANTICIPATED RAPID TECHNOLOGICAL CHANGE

     Our success  depends in part on our ability to develop  solutions that keep
pace with:

     o continuing changes in information technology;

     o evolving industry standards; and

     o changing customer objectives and preferences.

     There  can be no  assurance  that  we  will  be  successful  in  adequately
addressing these  developments on a timely basis. Even if these developments are
addressed,   we  may  not  be  successful  in  the  marketplace.   In  addition,
competitor's  products or technologies may make our services less competitive or
obsolete.  Our  failure  to  address  these  developments  could have a material
adverse effect on our business.

OUR SUCCESS IS DEPENDENT  UPON OUR KEY  MANAGEMENT  AND  TECHNICAL  PERSONNEL

     We believe  that our success  now and in the future will depend  largely on
the  continued  services of our key  executive  officers  and leading  technical
personnel. Each executive officer and leading technical professional has entered
into  an  employment   agreement   with  us  which   contains   non-competition,
non-disclosure and non-solicitation  covenants.  The departure of one or more of
such key personnel may have a material adverse effect on our business.

WE MAY NOT BE ABLE TO HIRE  AND  RETAIN  QUALITY  TECHNICAL  PERSONNEL  DUE TO A
COMPETITIVE MARKET

     We believe  that our success  will depend in large part upon our ability to
attract,  retain,  train and  motivate  highly-skilled  employees,  particularly
project  managers and other senior  technical  personnel.  Since such  qualified
personnel  are in  great  demand,  there  is  significant  competition  for such
employees and it is likely that access to such personnel will remain limited for
the foreseeable future.  There can be no assurance that we will be successful in
attracting a

                                      -12-
sufficient number of such personnel in the future, or that we will be successful
in retaining,  training and motivating the employees we are able to attract. The
failure to do so could:

     o impair  our  ability  to  adequately  manage and  complete  our  existing
       projects;

     o impair our ability to bid for or obtain new projects; and

     o adversely affect our business.

OUR  INTELLECTUAL PROPERTY RIGHTS MAY BE INSUFFICIENT

     Our  future   success  is  dependent,   in  part,   upon  our   proprietary
implementation methodology and toolset, development tools and other intellectual
property rights. In order to protect our proprietary rights, we:

     o rely  upon   trade   secrets,   nondisclosure   and   other   contractual
       arrangements;

     o rely on copyright and trademark laws;

     o enter into  confidentiality  agreements with  employees,  consultants and
       customers;

     o seek to limit access to and distribution of our proprietary  information;
       and

     o require almost all employees and consultants to assign to us their rights
       in intellectual property developed during their employment or engagement.

     There can be no assurance  that the steps we take will be adequate to deter
misappropriation  of our  proprietary  information  or  that  we will be able to
detect   unauthorized  use  of  and  take  appropriate   steps  to  enforce  our
intellectual property rights.

     We believe that our trademarks,  service marks,  services,  methodology and
development tools do not infringe on the intellectual property rights of others.
There  can be no  assurance,  however,  that such a claim  will not be  asserted
against  us in the  future,  or  that  if  asserted,  any  such  claim  will  be
successfully  defended. If we are not successful in defending such claim, we may
be precluded  from using certain marks or  technologies  or may incur royalty or
licensing expenses.

WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS

     A  significant  portion of our business is derived  from our  international
operations.  During  1999 and  2000  and the six  months  ended  June 30,  2001,
approximately  28%, 31% and 35% of our revenues were derived from  international
operations.  We have  established  or  acquired  foreign  operations  in  Europe
(Denmark,  the United  Kingdom and Sweden) and Asia Pacific  (Australia,  India,
Japan, New Zealand,  Singapore and Hong Kong). In order to expand  international
sales, we may establish or acquire  additional  foreign  operations.  Increasing
foreign operations has required and likely will continue to require  significant
management  attention and financial  resources  and could  materially  adversely
affect our business.  There can be no

                                      -13-
assurance that we will be able to increase  international  market demand for our
services. The risks relating to our international business activities include:

     o unexpected changes in regulatory environments;

     o foreign currency fluctuations;

     o tariffs and other trade barriers;

     o longer accounts receivable payment cycles;

     o difficulties in managing international operations;

     o potential  foreign  tax  consequences   including  restrictions   on  the
       repatriation of earnings; and

     o the  burdens  of  complying  with a wide  variety  of  foreign  laws  and
       regulations.

     There  can be no  assurance  that  such  factors  will not have a  material
adverse effect on our future international sales, if any, and, consequently,  on
our business and operating results.

WE FACE RISKS ASSOCIATED WITH OUR OPERATIONS IN INDIA

     Through our subsidiary,  Intelligroup Asia Private Limited,  we are subject
to the risks associated with doing business in India.  India's central and state
governments  heavily  regulate  the  Indian  economy.  In the recent  past,  the
government of India has provided  significant tax incentives and relaxed certain
regulatory  restrictions  in order to encourage  foreign  investment  in certain
sectors of the  economy.  Certain of these  benefits  that  directly  affect our
Indian operations include:

     o tax deduction incentives;

     o liberalized import and export duties; and

     o preferential rules on foreign investment and repatriation.

     Changes in the  business,  political or  regulatory  climate of India could
have a material  adverse effect on our Indian business.  In addition,  India has
experienced  significant  inflation,  shortages of foreign exchange and has been
subject to civil unrest and acts of terrorism.  Changes in the following factors
could have a material adverse effect on our business and operating results:

     o inflation;

     o interest rates;

     o taxation; or

                                      -14-
o other social,  political,  economic or diplomatic  developments affecting
       India in the future.

RISK OF INCREASED GOVERNMENT REGULATION OF IMMIGRATION

     In the United  States,  we have relied and in the future expect to continue
to rely increasingly upon attracting and retaining  personnel with technical and
project   management   skills  from  other   countries.   The   Immigration  and
Naturalization Service limits the number of new petitions it approves each year.
Accordingly,  we may be unable  to  obtain  visas  necessary  to bring  critical
foreign  employees to the United  States.  Any difficulty in hiring or retaining
foreign nationals in the United States could increase  competition for technical
personnel  and have a material  adverse  effect on our  business  and  operating
results.

SHARES ELIGIBLE FOR FUTURE SALE COULD AFFECT OUR STOCK PRICE

     After the  offering,  we will  have  outstanding  approximately  16,630,125
shares of Common Stock. The shares of Common Stock offered hereby will be freely
tradable  without  restriction  in the public  market,  unless  purchased by our
affiliates.  As of September 21, 2001, an additional  3,160,171  shares issuable
upon the exercise of stock options will be freely tradable by persons other than
our affiliates without  restriction.  Sales of substantial amounts of our Common
Stock or the  availability  of such  shares  for  sale  could  adversely  affect
prevailing market prices of our Common Stock.

OUR FOUNDERS OWN A SIGNIFICANT  PORTION OF OUR OUTSTANDING  COMMON STOCK AND ARE
ABLE TO INFLUENCE CORPORATE MATTERS

     The founders of  Intelligroup,  Ashok Pandey,  Rajkumar Koneru and Nagarjun
Valluripalli,  together  beneficially own approximately 36.2% of the outstanding
shares of our common stock. As a result,  these  shareholders,  acting together,
are able to influence  significant  control of matters requiring approval by our
shareholders,  including  the election of  directors.  Such a  concentration  of
ownership  may have the effect of delaying or  preventing a change in control of
Intelligroup,  including  transactions  in which  shareholders  might  otherwise
receive a premium for their shares over then current market prices.

WE HAVE TAKEN CERTAIN ANTI-TAKEOVER  MEASURES WHICH MAY MAKE AN ACQUISITION MORE
DIFFICULT

     Certain  provisions  of  our  Certificate  of  Incorporation,  By-laws  and
Shareholder Protection Rights Agreement could make it more difficult for a third
party to acquire control of  Intelligroup,  even if such change in control would
be beneficial to our shareholders. For example, our Certificate of Incorporation
eliminates the rights of  shareholders to call a special meeting of shareholders
or take action by written consent. In addition, our Certificate of Incorporation
allows our Board of  Directors  to issue  preferred  stock  without  shareholder
approval.  Such  issuances  could make it more  difficult  for a third  party to
acquire us. Our  Shareholder  Protection  Rights  Agreement is designed to deter
coercive  or  unfair  takeover  attempts  of  Intelligroup.   As  a  New  Jersey
corporation,  we are also subject to the New Jersey Shareholders  Protection Act
contained  in Section  14A:10A-1.  In  general,  Section  14A:10A-1

                                      -15-
prohibits a publicly-held  New Jersey  corporation  from engaging in a "business
combination"  with an  "interested  stockholder"  for a  period  of  five  years
following the date the person became an interested  stockholder,  unless,  among
other things:

     o the board of directors approved the transaction in which such stockholder
       became  an  interested  stockholder  prior  to  the  date  the interested
       stockholder attained such status; and

     o the  business  combination  is  approved by the  affirmative  vote of the
       holders  of at  least  66 2/3% of  the  corporation's  voting  stock  not
       beneficially  owned by the interested stockholder at a meeting called for
       such purpose.

A "business  combination"  generally includes a merger, sale of assets or stock,
or  other  transaction  resulting  in a  financial  benefit  to  the  interested
stockholder.  In general,  an interested  stockholder is a person who,  together
with  affiliates  and  associates,  owns,  or  within  five  years  prior to the
determination  of  interested  stockholder  status,  did own, 10% or more of the
corporation's voting stock.

POTENTIAL VOLATILITY OF OUR STOCK PRICE

     The  market  price of the  shares of our  common  stock has been and in the
future may be highly  volatile.  Some  factors  that may affect the market price
include:

     o actual or anticipated fluctuations in our operating results;

     o announcements of technological  innovations or new commercial products or
       services by us or our competitors;

     o market conditions in the computer software and hardware industries and IT
       services industry generally;

     o changes in recommendations or earnings estimates by securities  analysts;
       and

     o actual or anticipated quarterly fluctuations in financial results.

     Furthermore, the stock market historically has experienced volatility which
has  particularly  affected the market prices of  securities of many  technology
companies and which  sometimes has been unrelated to the operating  performances
of such companies.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS ON OUR COMMON STOCK

     We have never  paid,  and do not  anticipate  paying any  dividends  on our
common stock in the foreseeable future.

                                      -16-
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     We make certain forward-looking  statements in this prospectus that are not
based on historical facts, but discuss our future  expectations and are intended
to qualify for the safe harbor provisions of the Private  Securities  Litigation
Reform  Act of 1995.  The  words  "may,"  "would,"  "could,"  "will,"  "expect,"
"anticipate,"  "believe,"  "intend," "plan," "estimate" and similar  expressions
are meant to identify such forward-looking statements. Readers are cautioned not
to place undue reliance on these  forward-looking  statements  which reflect our
views only as of the date of this prospectus. As a result of the risks contained
herein and others  expressed  from time to time in our filings with the SEC, our
actual results may differ materially from the results discussed in or implied by
the forward-looking statements contained in this prospectus.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the sale of the shares covered
by this  prospectus.  While we will receive sums upon any exercise of options by
the selling  shareholders,  we  currently  have no plans for their  application,
other than for general  corporate  purposes.  We cannot  assure that any of such
options will be exercised.

                                      -17-
SELLING SHAREHOLDERS

     The following  table sets forth:  (i) the name and position of each selling
shareholder,  whose  name  is  known  as of  the  date  of  the  filing  of  the
registration  statement of which this prospectus  forms a part,  under the Plans
who may sell common stock pursuant to this prospectus; (ii) the number of shares
of common stock owned (or subject to option) by each selling  shareholder  as of
the date of this  prospectus;  (iii) the number of shares of common  stock which
may be  offered  and are  being  registered  for  the  account  of each  selling
shareholder  by this  prospectus  (all of which may be  acquired  by the selling
shareholders  pursuant  to the  exercise  of  options);  and (iv) the amount and
percentage of common stock to be owned by each such selling  shareholder if such
selling  shareholder  were to sell all of the shares of common stock  covered by
this prospectus.  There can be no assurance that any of the selling shareholders
will offer for sale or sell any or all of the Shares offered by them pursuant to
this prospectus. Options or shares of common stock may be issued under the Plans
in amounts and to persons not presently  known by us; when known,  such persons,
their holdings of common stock and certain other  information may be included in
a subsequent version of this prospectus.
Number of Shares of
                                           Common Stock both
                                       directly held or subject    Number of Shares        Number of Shares of Common
                                          to option prior to        of Common Stock              Stock Owned
Name and Position                       Offering/Percentage(1)      to be Offered          After Offering/Percentage(2)
-----------------                       ----------------------      -------------          ----------------------------
Nagarjun Valluripalli, Chief
   Executive Officer and
   Director                              2,521,221 / 15.2             300,000              2,221,221 / 13.4
Nicholas Visco, Senior Vice
   President-Finance and
   Administration                             118,300 / *             117,500                       800 / *
Rajkumar Koneru, Director                2,249,720 / 13.5             300,000              1,949,720 / 11.7
Klaus Besier, Director                         42,000 / *              40,000                     2,000 / *
Dennis McIntosh, Director                      20,000 / *              20,000                        -- / *
----------
*     Less than one percent.

(1)   For  purposes of  this table,  the number of  shares of Common Stock owned
      prior  to this  offering includes  all shares of  Common Stock which would
      be owned if all options granted under the Plans were exercised.

(2)   Applicable percentage of ownership is based on 16,630,125 shares of Common
      Stock outstanding on September 21, 2001.

                                      -18-
PLAN OF DISTRIBUTION

     The  selling  shareholders  have not  advised us of any  specific  plan for
distribution of the shares offered hereby, but it is anticipated that the shares
will be sold  from  time to time by the  selling  shareholders  or by  permitted
pledgees,  donees,  transferees or other permitted successors in interest.  Such
sales may be made  over-the-counter  on the Nasdaq National Market at prices and
at terms then  prevailing or at prices related to the then current market price,
or in  negotiated  transactions.  The  shares  may be sold by one or more of the
following:  (i) a block  trade in which the  broker or  dealer so  engaged  will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;  (ii) purchases by a broker or
dealer for its account pursuant to this prospectus;  or (iii) ordinary brokerage
transactions  and  transactions  in which  the  broker  solicits  purchases.  In
effecting  sales,  brokers or dealers  engaged by the selling  shareholders  may
arrange for other  brokers or dealers to  participate.  Brokers or dealers  will
receive commissions or discounts from the selling  shareholders in amounts to be
negotiated  immediately prior to the sale. Such brokers or dealers and any other
participating  brokers or dealers may be deemed to be "underwriters"  within the
meaning of the Act in connection with such sales,  and any commissions  received
by them and any profit  realized  by them on the resale of shares as  principals
may be deemed underwriting compensation under the Act. The expenses of preparing
this prospectus and the related Registration Statement with the SEC will be paid
by us. Shares of Common Stock covered by this  prospectus also may qualify to be
sold  pursuant  to  Rule  144  under  the  Act,  rather  than  pursuant  to this
prospectus.  The selling shareholders have been advised that they are subject to
the applicable  provisions of the Exchange Act,  including  without  limitation,
Rules 10b-5 and Regulation M thereunder.

                                  LEGAL MATTERS

     The  validity of the shares of common stock  offered  hereby will be passed
upon for the Company by Hale and Dorr LLP, 650 College Road East, Princeton, New
Jersey 08540.

                                     EXPERTS

     The consolidated  financial  statements for fiscal years ended December 31,
2000,  1999 and 1998  incorporated by reference in this prospectus and elsewhere
in the  Registration  Statement  have  been  audited  by  Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said report.

                                      -19-
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 14A:3-5 of the New Jersey Business Corporation Act permits each New
Jersey business corporation to indemnify its directors,  officers, employees and
agents against expenses and liabilities in connection with:

     o any proceeding  involving such persons by reason of his or her serving or
       having served in such capacities; or

     o each such person's acts taken in such capacity if such actions were taken
       in good faith and in a manner which he or she  reasonably  believed to be
       in or not opposed to the best interests of the corporation.

     With  respect to any  criminal  proceeding,  indemnity is permitted if such
person had no  reasonable  cause to believe  his or her  conduct  was  unlawful,
provided that any such proceeding is not by or in the right of the corporation.

     Section  14A:2-7(3) of the New Jersey  Business  Corporation  Act enables a
corporation  in its  certificate  of  incorporation  to limit the  liability  of
directors  and  officers  of  the   corporation   to  the   corporation  or  its
shareholders.  Specifically,  the certificate of incorporation  may provide that
directors  and officers of the  corporation  will not be  personally  liable for
money  damages  for breach of a duty as a  director  or an  officer,  except for
liability for:

     o any  breach  of the  director's  or  officer's  duty  of  loyalty  to the
       corporation or its shareholders;

     o acts or omissions not in good faith or which involve a knowing  violation
       of law; or

     o as to  directors  only,  under  Section  14A:6-12(1)  of the  New  Jersey
       Business  Corporation  Act,  which relates to  unlawful  declarations  of
       dividends  or  other  distributions  of assets  to  shareholders  or  the
       unlawful purchase of shares of the corporation; or

     o any  transaction  from which the director or officer  derived an improper
       personal benefit.

     Our Certificate of Incorporation  limits the liability of our directors and
officers  as  authorized  by Section  14A:2-7(3).  The  affirmative  vote of the
holders of at least 80% of the  voting  power of all  outstanding  shares of our
capital stock is required to amend such provisions.

     Our  Amended and  Restated  By-laws  specify  that we shall  indemnify  our
directors  and  officers  to the extent such  parties are  involved in or made a
party to any  action,  suit or  proceeding  because he or she was a director  or
officer.  We have  agreed  to  indemnify  such  parties  for  their  actual  and
reasonable expenses if such party:

     o acted in good faith and in a manner he or she  reasonably  believed to be
       in our best interests; and

                                      -20-
o had no reasonable cause to believe his or her conduct was unlawful.

     This  provision  of the  By-laws is deemed to be a contract  between us and
each  director  and officer  who serves in such  capacity at any time while such
provision and the relevant provisions of the New Jersey Business Corporation Act
are in effect. Any repeal or modification  shall not offset any action,  suit or
proceeding  brought or threatened  based in whole or in part upon any such state
of facts.  The  affirmative  vote of the  holders  of at least 80% of the voting
power of all outstanding shares of our capital stock is required to adopt, amend
or repeal such provision of the By-laws.

     We have executed indemnification  agreements with each of our directors and
executive officers.  Such agreements require us to indemnify such parties to the
full  extent  permitted  by law,  subject to certain  exceptions,  if such party
becomes  subject  to an  action  because  such  party  is a  director,  officer,
employee, agent or fiduciary.

     We have liability  insurance for the benefit of our directors and officers.
The  insurance  covers  claims  against  such persons due to any breach of duty,
neglect, error,  misstatement,  misleading statement,  omission or act done. The
insurance covers such claims, except as prohibited by law, or otherwise excluded
by such insurance policy.

                 SECURITIES AND EXCHANGE COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to  directors,  officers  and  controlling  persons  of  Intelligroup
pursuant  to the  foregoing  provisions,  or  otherwise,  Intelligroup  has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by Intelligroup of expenses  incurred or paid by a director,  officer or
controlling person of Intelligroup in the successful defense of any action, suit
or proceeding) is asserted by such  director,  officer or controlling  person in
connection with the securities being  registered,  Intelligroup  will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -21-
SIGNATURES

     Pursuant to the  requirements of the Act, the Registrant  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
Edison, State of New Jersey, on this 26th day of September, 2001.

                                             INTELLIGROUP, INC.

                                             By:/s/ Nagarjun Valluripalli
                                                --------------------------------
                                                Nagarjun Valluripalli
                                                Chief Executive Officer
POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Nagarjun Valluripalli and Nicholas Visco,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the  requirements of the Act, this  Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and  on the  date
indicated.
Signature                                  Title                                          Date
              ---------                                  -----                                          ----
/s/ Nagarjun Valluripalli               Chief Executive Officer and Director                    September 26, 2001
---------------------------------
Nagarjun Valluripalli

/s/ Nicholas Visco                      Senior Vice President - Finance and Administration      September 26, 2001
---------------------------------       (principal financial and accounting officer)
Nicholas Visco

/s/ Rajkumar Koneru                     Director                                                September 24, 2001
---------------------------------
Rajkumar Koneru

                                        Director                                                September   , 2001
---------------------------------
Klaus Besier

/s/ Dennis McIntosh                     Director                                                September 26, 2001
---------------------------------
Dennis McIntosh

/s/ Gregory Dimit                       Director                                                September 26, 2001
---------------------------------
Gregory Dimit
EXHIBIT INDEX

           Exhibit
            Number                                  Description
            ------                                  -----------

             5                  Opinion of Hale and Dorr LLP.

            10.1                Intelligroup, Inc. 1996 Stock Plan, as amended.

            23.1                Consent of Arthur Andersen LLP.

            23.2                Consent  of Hale and  Dorr LLP (contained in the
                                opinion filed as Exhibit 5).

            24                  Power of Attorney (included on signature page).