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                                                                   EXHIBIT 31.2

                                 CERTIFICATIONS


I, Keshav Murugesh, Chief Operating Officer and Chief Financial Officer of
Syntel, Inc., certify that:

         1.   I have reviewed this annual report on Form 10-K of Syntel, Inc.;

         2.   Based on my knowledge, this report does not contain any untrue
              statement of a material fact or omit to state a material fact
              necessary to make the statements made, in light of the
              circumstances under which such statements were made, not
              misleading with respect to the period covered by this report;

         3.   Based on my knowledge, the financial statements, and other
              financial information included in this report, fairly present in
              all material respects the financial condition, results of
              operations and cash flows of the registrant as of, and for, the
              periods presented in this report;

         4.   The registrant's other certifying officer(s) and I are
              responsible for establishing and maintaining disclosure controls
              and procedures (as defined in Exchange Act Rules 13a-15(e) and
              15d-15(e) and internal control over financial reporting (as
              defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
              registrant and have:

                      a) Designed such disclosure controls and procedures, or
                      caused such disclosure controls and procedures to be
                      designed under our supervision, to ensure that material
                      information relating to the registrant, including its
                      consolidated subsidiaries, is made known to us by others
                      within those entities, particularly during the period in
                      which this report is being prepared;

                      b) Designed such internal control over financial
                      reporting, or caused such internal control over financial
                      reporting to be designed under our supervision, to
                      provide reasonable assurance regarding the reliability of
                      financial reporting and the preparation of financial
                      statements for external purposes in accordance with
                      generally accepted accounting principles;

                      c) Evaluated the effectiveness of the registrant's
                      disclosure controls and procedures and presented in this
                      report our conclusions about the effectiveness of the
                      disclosure controls and procedure, as of the end of the
                      period covered by this report based on such evaluation;
                      and

                      d) Disclosed in this report any change in the
                      registrant's internal control over financial reporting
                      that occurred during the registrant's most recent fiscal
                      quarter (the registrant's fourth fiscal quarter in the
                      case of an annual report) that has materially affected,
                      or is reasonably likely to materially affect, the
                      registrant's internal control over financial reporting;
                      and

         5.   The registrant's other certifying officer(s) and I have
              disclosed, based on our most recent evaluation of internal
              control over financial reporting, to the registrant's auditors
              and the audit




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       committee of registrant's board of directors (or persons performing the
       equivalent functions):

                a) All significant deficiencies and material weakness in the
                design or operation of internal control over financial
                reporting which are reasonably likely to adversely affect the
                registrant's ability to record, process, summarize and report
                financial information; and

                b) Any fraud, whether or not material, that involves management
                or other employees who have a significant role in the
                registrant's internal control over financial reporting.

Date   March 14, 2005

By  /S/ Keshav Murugesh
    ---------------------------------
    KESHAV MURUGESH, CHIEF OPERATING
    OFFICER AND CHIEF FINANCIAL OFFICER