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                                                                    Exhibit 31.2

                             CERTIFICATION PURSUANT
                      TO RULE 13a-14(a) OF THE EXCHANGE ACT

I, Edward Carr certify that:

     1.   I have reviewed this Annual Report on Form 10-K of Intelligroup, Inc.;

     2.   Based on my knowledge, this Annual 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 Annual Report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this Annual 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 Annual Report;

     4.   The registrant's other certifying officer 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 we have:

          a.   designed such disclosure controls and procedures, or have 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 Annual 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 Annual Report our
               conclusions about the effectiveness of the disclosure controls
               and procedures, as of the period covered by this report based on
               such evaluation; and

          d.   disclosed in this Annual Report any change in the registrant's
               internal control over financial reporting that occurred during
               the quarter ending December 31, 2003 that has materially
               affected, or is reasonably likely to materially affect, the
               registrant's internal control over financial reporting;
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     5.   The registrant's other certifying officer and I have disclosed, based
          on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing the equivalent
          function):

          a.   all significant deficiencies and material weaknesses in the
               design or operation of internal controls 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 controls over financial reporting.


DATE: March 30, 2004                 By:/s/ Edward Carr
                                        ------------------------------
                                     Edward Carr
                                     Acting Chief Financial Officer