SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                   FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001
                         Commission file number 0-20943

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



         New Jersey                                     11-2880025
------------------------------              ------------------------------------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)



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


                                 (732) 590-1600
                         -------------------------------
                         (Registrant's Telephone Number,
                              Including Area Code)


           Securities registered pursuant to Section 12(b) of the Act:


                                                         Name of each exchange
Title of each class                                       on which registered
-----------------------                                 ------------------------

None
-----------------------                                 ------------------------


           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)




<PAGE>

     Indicate by check mark  whether the  Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.


                    Yes:  X                  No:
                        -----                   -----



     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. [ ]


     State the aggregate market value of the voting stock held by non-affiliates
of the  Registrant:  $15,623,317 at March 22, 2002 based on the last sales price
on that date.


     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of March 22, 2002:


Class                                                       Number of Shares
-----                                                       ----------------

Common Stock, $.01 par value                                   16,630,125




                                     - 2 -
<PAGE>

                                EXPLANATORY NOTE

     Intelligroup, Inc. (the "Company") hereby amends Items 10, 11, 12 and 13 of
Part III of its Annual Report on Form 10-K,  which was filed with the Securities
and Exchange  Commission  on March 29, 2002, by including  the  disclosures  set
forth herein.





                                     - 3 -
<PAGE>

                                    PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     All of the persons whose names and biographies  appear below are at present
Directors  of the  Company.  Nominees  for  election to the  Company's  Board of
Directors at the  Company's  Annual  Meeting of  Shareholders  have not yet been
determined.

     The current members of the Board of Directors are:

                                   SERVED AS A
 NAME                       AGE   DIRECTOR SINCE    POSITIONS WITH THE COMPANY
 ----                       ---   --------------    --------------------------
 Nagarjun Valluripalli..    34         1994         Chairman of the Board,
                                                    President, Chief Executive
                                                    Officer and Director

 Rajkumar Koneru........    32         1994         Director

 Klaus P. Besier........    50         1996         Director

 Dennis McIntosh........    46         2000         Director

 Gregory S. Dimit.......    44         2001         Director

     The principal  occupations and business  experience,  for at least the past
five years, of each Director and nominee is as follows:

     Nagarjun Valluripalli joined the Company in March 1994 and currently serves
as Chairman of the Board,  President,  Chief Executive Officer and as a Director
of the Company.  From January 4, 2000 until December 15, 2000, Mr.  Valluripalli
served as Co-Chief Executive Officer.  From March 1994 through October 1997, Mr.
Valluripalli  served as an Executive Vice President of the Company. In May 1993,
Messrs.  Koneru and  Valluripalli  co-founded  Oxford  Systems,  Inc., a systems
integration company ("Oxford").  In March 1994, Messrs.  Koneru and Valluripalli
sold all of the issued and  outstanding  capital stock of Oxford to the Company.
Prior to founding Oxford, from 1990,  Mr. Valluripalli was marketing manager for
VJ Infosystems, a software training and services company. From September 9, 1999
until March 8, 2001, Mr.  Valluripalli  also served on the Board of Directors of
SeraNova,  Inc.,  formerly a  majority-owned  subsidiary of the Company spun off
from the Company in a tax-free distribution to its shareholders on July 5, 2000.

     Rajkumar  Koneru  currently  serves as a Director of the Company and,  from
September  9,  1999  until  March 8,  2001,  was the  Chairman  of the  Board of
Directors,  President and Chief Executive Officer of SeraNova,  Inc., formerly a
majority-owned subsidiary of the Company spun off from the Company in a tax-free
distribution to its  shareholders on July 5, 2000.  Since March 2001, Mr. Koneru
has served as Chairman  and Founder of Clearmist  Technologies  Pvt.  Ltd.  From
April  1996,  when Mr.  Koneru  joined the  Company,  until his  resignation  as
Co-Chief


                                     - 4 -
<PAGE>

Executive  Officer in  January  2000,  Mr.  Koneru  had held  various  executive
positions with the Company. From April 1998 until May 1999, Mr. Koneru served as
Co-Chairman of the Board of the Company. From October 1997 until April 1998, Mr.
Koneru served as President of U.S.  Operations  of the Company.  From April 1996
through  October 1997,  Mr. Koneru served as an Executive  Vice President of the
Company.  In May 1993,  Messrs.  Koneru and Valluripalli  co-founded  Oxford. In
March  1994,  Messrs.  Koneru  and  Valluripalli  sold  all  of the  issued  and
outstanding  capital  stock of Oxford  to the  Company.  From June 1992  through
December 1992, Mr. Koneru was a consultant with Super Solutions Corporation and,
from March 1993 until March 1996 he was a consultant for the Boston Group,  each
an  information  technology  consulting  firm.  Following  consummation  of  the
Company's  transaction  with Oxford,  Mr. Koneru continued to be employed by the
Boston Group,  which  subcontracted  Mr. Koneru's  services to the Company.  Mr.
Koneru also serves as the Chairman of the Board of  Directors  of  IndiaInfo.com
Private Limited and Visual Interactive, Inc.

     Klaus P.  Besier  served as a Director of the Company  from  December  1996
until his  resignation  in April 1999.  Mr.  Besier  rejoined the Board upon his
election  by the Board in May 1999.  Since July 1997,  Mr.  Besier has served as
President,  Chief  Executive  Officer  and  a  Director  of  FirePond,  Inc.,  a
publicly-traded provider of e-business solutions.  From 1996 to 1997, Mr. Besier
was Chairman and Chief Executive Officer of Primix Solutions. From 1992 to 1996,
Mr. Besier served as Chief Executive Officer and President of SAP America, Inc.,
a  subsidiary  of SAP AG  and a  leading  provider  of  client/service  business
application solutions software.  Prior to joining SAP America,  Inc., Mr. Besier
was  Corporate  Vice  President  and general  manager of a subsidiary of Hoechst
Celanese. Mr. Besier is also a Director of EXE Technologies.

     Dennis  McIntosh  was elected to the Board of  Directors  of the Company in
February  2000.  Since April 1999,  Mr.  McIntosh has served as  Executive  Vice
President  of SBLI  Mutual Life  Insurance  Company of New York,  Inc.,  and has
fifteen years of business  experience in insurance  operations  and  technology,
financial  management  and  consulting.  From March 1997 until April  1999,  Mr.
McIntosh  served as Senior  Manager at Ernst & Young  Consulting,  LLP. Prior to
that,  from September 1993 until March 1997, Mr.  McIntosh  served as CIO & Vice
President of Operations at Blue Cross and Blue Shield of Massachusetts. From May
1986 to September  1993, Mr. McIntosh served as Audit Director for Reed Elsevier
Corporation. From May 1985 to May 1986, Mr. McIntosh served as Audit Manager for
Chelsea  Industries.  From May 1981 to May 1985 he served as an auditor  for GTE
Corporation.  From May 1981 to May 1983,  Mr.  McIntosh  served as an auditor at
Coopers and Lybrand. Mr. McIntosh received a Masters of Business  Administration
degree from The  University  of  Connecticut  in 1981 and is a certified  public
accountant.

     Gregory S. Dimit was  elected to the Board of  Directors  of the Company in
June  2001.  Since  May 2000,  Mr.  Dimit has been  employed  as an  independent
financial  consultant.  From  January  2000 until May 2000,  Mr. Dimit served as
Director,  Mergers and  Acquisitions  for Lycos,  Inc. Prior to that,  from 1990
until 1999,  Mr. Dimit held several  senior  level  positions  with United Asset
Management,  Inc., most recently,  Senior Vice  President-Business  Development.
From  January  1980 until  December  1990,  Mr.  Dimit  served in various  audit
positions, including

                                     - 5 -
<PAGE>

Senior  Manager,  for Price  Waterhouse.  Mr. Dimit  received a Bachelor of Arts
degree from California State University.

     All Directors hold office until the next Annual Meeting of Shareholders and
until  their  successors  are duly  elected and  qualified.  There are no family
relationships among any of the executive  officers,  Directors and key employees
of the Company.

COMPENSATION OF DIRECTORS

     On April 27, 1999,  the  Company's  Board of Directors  adopted a policy to
compensate each  non-employee  Director who is elected to the Company's Board of
Directors after such date. The Board of Directors  established a cash payment of
$1,500 per meeting  for each  meeting  attended in person by each such  Director
($750 per meeting for each meeting attended by conference  call).  Additionally,
the Board of Directors  established a cash payment of $500 per Committee meeting
attended,  whether  in  person or by  conference  call and  including  Committee
meetings  attended in person in  conjunction  with a regularly  scheduled  Board
meeting.  Other  than  Messrs.  Koneru,  Besier,  McIntosh  and  Dimit,  who are
compensated  pursuant to such policy,  Directors do not  otherwise  receive cash
compensation  pursuant to such  policy.  The Company  reimburses  Directors  for
reasonable  and necessary  expenses  incurred in connection  with  attendance at
meetings of the Board of Directors.

     In  addition,  on June  3,  1996,  the  Board  of  Directors  approved  and
shareholders adopted the Company's 1996 Non-Employee  Director Stock Option Plan
(the  "Director  Plan"),  which became  effective on July 12, 1996. The Director
Plan  provides for the grant of options to purchase a maximum of 140,000  shares
of Common Stock of the Company to  non-employee  Directors  of the Company.  The
Director Plan is administered by the Board of Directors.

     Each person who was a Director of the Company on the effective  date of the
Company's  initial  public  offering  or became or will become a Director of the
Company  thereafter,  and who is not also an employee or officer of the Company,
was or shall be granted, on the date of such initial public offering or the date
on which he or she became or becomes a Director,  whichever is later,  an option
to purchase  20,000 shares of Common Stock, at an exercise price per share equal
to the then fair market value of the shares.  No subsequent grants are permitted
to such individuals  under the Director Plan. All options become  exercisable in
five  equal  annual  installments  commencing  one year  after the date of grant
provided that the optionee then remains a Director at the time of vesting of the
installments.  The right to  exercise  annual  installments  of options  will be
reduced  proportionately based on the optionee's actual attendance at Directors'
meetings if the optionee fails to attend at least 80% of the Board of Directors'
meetings held in any calendar year. The term of each option will be for a period
of ten years from the date of grant, unless sooner terminated in accordance with
the Director Plan.  Options may not be transferred except by will or by the laws
of descent and  distribution  or pursuant to a domestic  relations order and are
exercisable  to the extent vested at any time prior to the scheduled  expiration
date of the option.  The Director Plan terminates on the earlier of May 31, 2006
or at such time as all shares of Common Stock  currently  or hereafter  reserved
for issuance shall have been issued.

                                     - 6 -
<PAGE>

     On June 11,  2001,  Gregory S. Dimit  received  options to purchase  20,000
shares of the  Company's  Common Stock under the  Company's  Director Plan at an
exercise price of $1.02 per share,  the fair market value of the Company's stock
at the date of grant.

EXECUTIVE OFFICERS

     The  following  table  identifies  the  current  executive  officers of the
Company:

                                      CAPACITIES IN              IN CURRENT
NAME                            AGE   WHICH SERVED               POSITION SINCE
----                            ---   ------------               --------------

Nagarjun Valluripalli......     34    Chairman of the Board,        2000
                                      President, Chief
                                      Executive Officer and
                                      Director

Nicholas Visco(1)..........     42    Senior Vice President-        2000
                                      Finance & Administration,
                                      Chief Financial Officer,
                                      Treasurer and Secretary
--------------

(1)  Nicholas  Visco  joined the  Company in July 1998 and  currently  serves as
     Senior Vice President - Finance & Administration,  Chief Financial Officer,
     Treasurer and Secretary. Mr. Visco was appointed Vice President-Finance and
     Chief  Financial  Officer  in October  1999.  Additionally,  Mr.  Visco was
     appointed  Treasurer and Secretary in November 1999. From July 1998 through
     September  1999,  Mr. Visco served as the Company's  Corporate  Controller.
     Prior to joining the  Company,  from  September  1993 until July 1998,  Mr.
     Visco served as Director of Financial Planning and Corporate Controller for
     Xpedite Systems, Inc., a provider of enhanced messaging services. Mr. Visco
     received his undergraduate  degree from Rutgers University in Economics and
     Accounting and is a Certified Public Accountant.

     None of the Company's  executive officers is related to any other executive
officer or to any Director of the Company. Executive officers of the Company are
elected  annually by the Board of Directors and serve until their successors are
duly elected and qualified.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), requires the Company's Directors, officers and shareholders who
beneficially own more than 10% of any class of equity  securities of the Company
registered  pursuant  to  Section  12 of the  Exchange  Act  (collectively,  the
"Reporting  Persons")  to file initial  statements  of  beneficial  ownership of
securities and statements of changes in beneficial  ownership of securities with
respect to the Company's  equity  securities  with the  Securities  and Exchange
Commission (the "SEC").  All Reporting Persons are required by SEC regulation to
furnish the Company with copies of all reports that such Reporting  Persons file
with the SEC pursuant to Section 16(a).  Except as set forth below, based solely
on the Company's  review of the copies of such forms received by the Company and
upon written representations of the Company's Reporting Persons


                                     - 7 -
<PAGE>

received by the Company,  the Company  believes  that there has been  compliance
with all Section 16(a) filing requirements applicable to such Reporting Persons.

     Gregory S. Dimit  filed a Form 3 on August 8, 2001 and a Form 5 on February
19,  2002.  Such Form 3 and Form 5 should have been filed no later than June 21,
2001 and February 14, 2002, respectively.



                                     - 8 -
<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION.

SUMMARY OF COMPENSATION

      The following Summary Compensation Table sets forth information concerning
compensation  for services in all  capacities  awarded to,  earned by or paid to
each  person who served as the  Company's  Chief  Executive  Officer at any time
during 2001 and each other executive officer of the Company whose aggregate cash
compensation exceeded $100,000 (collectively, the "Named Executives") during the
years ended December 31, 1999, 2000 and 2001.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------
                                                                                LONG-TERM
                                                 ANNUAL COMPENSATION             COMPEN-
                                                                                 SATION
                                                                                 AWARDS
                                         ----------------------------------------------------------------
                                                                     OTHER
                                                                     ANNUAL     SECURITIES    ALL OTHER
                                                                     COMPEN-    UNDERLYING     COMPEN-
  NAME AND PRINCIPAL            YEAR      SALARY       BONUS         SATION      OPTIONS       SATION
       POSITION                             ($)          ($)          ($)          (#)           ($)
         (A)                     (B)        (C)          (D)          (E)          (G)           (I)(1)
---------------------------------------------------------------------------------------------------------

<S>                              <C>      <C>          <C>              <C>     <C>            <C>
Nagarjun Valluripalli......      2001     350,000      200,000(4)       --           --        6,760
  Chairman of the Board          2000     349,992           --          --      300,000(2)     6,700
  President and Chief            1999     252,798           --          --      300,000        6,790
  Executive Officer
---------------------------------------------------------------------------------------------------------

Nicholas Visco.............      2001     200,000       75,000          --           --           --
  Senior Vice President -        2000     158,333       50,000          --      117,500(3)        --
  Finance & Administration,      1999     127,500       20,000          --       50,000           --
  Chief Financial Officer,
  Treasurer and Secretary
---------------------------------------------------------------------------------------------------------
</TABLE>

---------------
(1)  Represents the value of insurance premiums paid by the Company with respect
     to whole life insurance for the benefit of the Named Executives.

(2)  Represents  stock options  granted  during  fiscal year 1999,  the exercise
     price of which the Company  adjusted to reflect the impact of the  spin-off
     by the Company of SeraNova, Inc.

(3)  Represents  stock  options  previously  granted to Mr. Visco during  fiscal
     1998,  1999 and 2000 and which were  outstanding  as of July 5,  2000,  the
     exercise  price of which the Company  adjusted to reflect the impact of the
     spin-off by the Company of SeraNova, Inc.

(4)  Represents  a bonus  for the full  year  2001  which  was  approved  by the
     Company's Compensation Committee in March 2002.


                                     - 9 -
<PAGE>

OPTION GRANTS IN 2001

     There were no stock option grants to our Named Executives  during 2001. The
Company has never granted any stock appreciation rights.

AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND YEAR-END OPTION VALUES

     The  following  table sets forth  information  concerning  each exercise of
options during 2001 by each of the Named  Executives and the year-end number and
value of unexercised options held by each of the Named Executives.

<TABLE>
<CAPTION>
                       AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
-----------------------------------------------------------------------------------------------
                                                                NUMBER OF
                                                                SECURITIES         VALUE OF
                                                                UNDERLYING        UNEXERCISED
                                                               UNEXERCISED       IN-THE-MONEY
                                                                OPTIONS AT        OPTIONS AT
                                                                  FISCAL            FISCAL
                                SHARES                           YEAR-END          YEAR-END
                              ACQUIRED ON        VALUE             (#)              ($)(1)
           NAME                EXERCISE        REALIZED        EXERCISABLE/      EXERCISABLE/
                                  (#)             ($)         UNEXERCISABLE      UNEXERCISABLE
           (A)                    (B)             (C)              (D)                (E)
-----------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>               <C>
Nagarjun Valluripalli...          --              --              150,000/          -- / --
                                                                  150,000

Nicholas Visco..........          --              --               60,625/          -- / --
                                                                   56,875
</TABLE>

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

(1)  Based on a year-end fair market value of the underlying securities equal to
     $0.98 less the exercise price for such shares.

EMPLOYMENT AGREEMENTS, CHANGE-IN-CONTROL AGREEMENTS, INDEMNIFICATION AGREEMENTS,
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTS

     Mr. Visco entered into an employment  agreement with the Company commencing
October 1, 1999. Such employment  agreement,  as amended on November 1, 2000, is
terminable at will by either party upon 30 days notice. Pursuant to the terms of
such agreement, Mr. Visco is entitled to, among other things, (i) an annual base
salary of  $200,000;  (ii) a potential  annual bonus of 50% of such base salary;
and (iii)  continuation  of base salary  payments for a twelve (12) month period
and a pro-rata  bonus payment in the event of the Company's  termination  of Mr.
Visco's employment with the Company without cause. In addition to the provisions
of such  agreement  requiring Mr. Visco to maintain the  confidentiality  of the
Company's  proprietary  information  and assign  inventions to the Company,  Mr.
Visco has agreed that during the term of his  employment and for a period of one
year following the termination of his employment with


                                     - 10 -
<PAGE>

the Company,  he shall not, among other things, (i) interfere with the Company's
customer  relationships or (ii) solicit the Company's employees,  executives and
affiliates.

     In addition to the  foregoing,  the  Company has  executed  indemnification
agreements with each of its executive  officers and Directors  pursuant to which
the Company has agreed to indemnify  such party 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 of the
Company.

     Substantially  all of the  Company's  employees  have  agreed,  pursuant to
written  agreement,  not to compete  with the Company,  not to disclose  Company
information and not to solicit Company employees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  currently  consists of Messrs.  Valluripalli,
Besier and  McIntosh.  Messrs.  Besier and McIntosh have not served as either an
officer or employee of the Company or any of its  subsidiaries  at any time. Mr.
Valluripalli  currently  serves  as  Chairman  of the  Board,  President,  Chief
Executive  Officer and as a Director of the  Company,  and during 2001 served as
Chairman of the Board, Chief Executive Officer and as a Director of the Company.
Mr. Besier serves as the Chief  Executive  Officer of FirePond,  Inc.  (formerly
Clear With  Computers,  Inc.)  ("FirePond").  During 2001, the Company  provided
services  to  FirePond  which  produced   revenues  for  the  Company   totaling
approximately  $156,000.  The Company also provided  implementation  services to
various end clients,  as a sub-contractor  to FirePond.  Services were priced at
rates  comparable to other  similar  sub-contracting  arrangements  in which the
Company  regularly  participates.  There are no, and during  2001 there were no,
Compensation Committee Interlocks.



                                     - 11 -
<PAGE>

PERFORMANCE GRAPH

     The following graph compares the cumulative total shareholder return on the
Company's  Common Stock with the  cumulative  total return on the Nasdaq  Market
Index and Peer Group Index (capitalization weighted) for the period beginning on
December  31, 1996 and ending on the last day of the  Company's  last  completed
fiscal year. The stock performance shown on the graph below is not indicative of
future price performance.

               COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)(2)
         AMONG INTELLIGROUP, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
                              AND A PEER GROUP (3)



             [THE FOLLOWING TABLE WAS REPRESENTED AS A LINE CHART]


<TABLE>
<CAPTION>
                                  12/31/96   12/31/97   12/31/98   12/31/99   12/31/00   12/31/01
                                  --------   --------   --------   --------   --------   --------
<S>                                <C>        <C>        <C>        <C>        <C>        <C>
Intelligroup, Inc..............    $100.00    $173.86    $162.50    $225.00    $   7.95   $   8.91
Nasdaq Market Index............    $100.00    $122.48    $172.68    $320.89    $ 193.01   $ 153.15
Peer Group Index
 (Capitalization Weighted).....    $100.00    $143.69    $168.97    $339.98    $  55.40   $  47.12
</TABLE>
-----------

(1)  Graph assumes $100  invested on December 31, 1996 in the  Company's  Common
     Stock, the Nasdaq Composite Index and the Peer Group Index  (capitalization
     weighted).
(2)  Cumulative total return assumes reinvestment of dividends.
(3)  The  Company  has  constructed  a Peer  Group  Index of  other  information
     technology  consulting firms consisting of Sapient Corporation,  Technology
     Solutions  Company,  Answer Think  Consulting  Group,  Inc.,  Igate Capital
     Corporation,  Covansys  Corporation  (formerly  known as Complete  Business
     Solutions,  Inc.) and Computer Horizons Corp. The Peer Group Index consists
     of the same information  technology  consulting firms as in the prior year,
     except for the following  companies  which have been omitted as they are no
     longer  in  business  or  have  been   acquired  by  other   companies  not
     representative  of the Company's  business mix and/or  industry:  Cambridge
     Technology Partners, Inc., Renaissance Worldwide, Inc. and Marchfirst, Inc.


                                     - 12 -
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Compensation Committee has furnished the following report:

     The  Company's  executive  compensation  policy is  designed to attract and
retain highly qualified  individuals for its executive  positions and to provide
incentives  for such  executives  to  achieve  maximum  Company  performance  by
aligning the executives'  interest with that of shareholders by basing a portion
of compensation on corporate performance.

     Some of the Named  Executives are subject to employment  agreements,  which
establish  salaries and other terms of employment.  The Compensation  Committee,
however,  generally  reviews  and  approves  base  salary  levels for  executive
officers of the  Company at or about the start of the fiscal  year and  approves
actual  bonuses  after  the  end of the  fiscal  year  based  upon  Company  and
individual   performance.   The  Compensation  Committee  also  administers  the
Company's 1996 Plan.

     The Company's executive officer  compensation  program is comprised of base
salary,  discretionary  annual cash  bonuses,  stock  options and various  other
benefits,  including  medical  insurance and a 401(k) Plan,  which are generally
available to all employees of the Company.

     Salaries,  whether  established  pursuant  to contract  or  otherwise,  are
established  in accordance  with industry  standards  through review of publicly
available  information  concerning  the  compensation  of officers of comparable
companies.  Consideration is also given to relative  responsibility,  seniority,
individual experience and performance. Salary increases are generally made based
on  increases in the industry  for similar  companies  with similar  performance
profiles and/or attainment of certain division or Company goals.

     Bonuses are paid on an annual  basis and are  discretionary.  The amount of
bonus  is based  on  criteria  which  are  designed  to  effectively  measure  a
particular executive's attainment of goals which relate to his or her duties and
responsibilities as well as overall Company performance.  In general, the annual
incentive bonus is based on operational and financial results of the Company and
focuses on the contribution to these results of a business unit or division, and
the executive's individual performance in achieving the results.

     The stock  option  program is  designed to relate  executives'  and certain
middle  managers' and other key personnel  long-term  interests to shareholders'
long-term interests. In general, stock option awards are granted if warranted by
the Company's growth and  profitability.  Stock options are awarded on the basis
of  individual   performance   and/or  the  achievement  of  internal  strategic
objectives.

     When  considering  information  relevant to the Chief  Executive  Officer's
compensation,  the Committee is comprised solely of Messrs. Besier and McIntosh.
Based on review of available information,  the Committee believes that the Chief
Executive   Officer's  current  total  annual  compensation  is  reasonable  and
appropriate  given  the  size,  complexity  and  historical  performance  of the
Company's  business,  the  Company's  position  as  compared to its peers in the
industry, and the specific challenges faced by the Company during the year, such
as changes in



                                     - 13 -
<PAGE>

the market for computer  products and services and other  industry  factors.  No
specific  weight  was  assigned  to any of the  criteria  relative  to the Chief
Executive Officer's compensation.

     Section 162(m) of the Internal Revenue Code of 1986, as amended,  generally
disallows a tax deduction to public companies for certain compensation in excess
of $1 million paid to the company's Chief  Executive  Officer and the four other
most highly compensated  executive  officers.  Certain  compensation,  including
qualified performance-based  compensation,  will not be subject to the deduction
limit if certain requirements are met. The Company does not currently meet these
requirements  and  therefore the Company will be subject to the  limitations  of
Section 162(m).

                                    Compensation Committee Members
                                    (as currently constituted)

                                    Nagarjun Valluripalli
                                    Klaus P. Besier
                                    Dennis McIntosh



                                     - 14 -
<PAGE>

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

COMMON STOCK

     There were,  as of April 25, 2002,  approximately  74 holders of record and
4,194 beneficial holders of the Company's Common Stock. The following table sets
forth certain information, as of April 25, 2002, with respect to holdings of the
Company's  Common Stock by (i) each person known by the Company to  beneficially
own more than 5% of the total number of shares of Common Stock outstanding as of
such date, (ii) each of the Company's  Directors  (which includes all nominees),
(iii)  each of the  Company's  Named  Executives,  and  (iv) all  Directors  and
executive  officers  as a group.  This  information  is based  upon  information
furnished to the Company by each such person  and/or  based upon public  filings
with the Securities and Exchange  Commission.  Unless otherwise  indicated,  the
address for the  individuals  below is that of the Company  address.

<TABLE>
<CAPTION>
                                                     AMOUNT AND NATURE OF           PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP(1)        OF CLASS(2)
------------------------------------                 --------------------           --------
<S>                                                         <C>                      <C>
(i)     Certain Beneficial Owners:

Ashok Pandey(3)..............................               2,139,083                12.6%

Beechrock Holdings Limited(4)................               1,762,740                10.6%

Braydon Holdings Limited(5)..................               1,563,185                 9.4%

NSA Investments, LLC(6)......................               1,398,980                 8.4%

(ii)  Directors (which includes all nominees)
      and Named Executives who are not set
      forth above:

Nagarjun Valluripalli(7).....................                 608,481                 3.6%

Rajkumar Koneru(8)...........................                 536,535                 3.2%

Klaus Besier(9)..............................                  32,000                  *

Dennis McIntosh(10)..........................                  10,000                  *

Gregory Dimit(11)............................                   4,000                  *

Nicholas Visco(12)...........................                  75,800                  *

(iii) All Directors and executive officers
      as a group (6 persons)(13).............               1,266,816                 7.4%
</TABLE>

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

(1)   Except  as set  forth  in the  footnotes  to this  table  and  subject  to
      applicable  community  property  law, the persons  named in the table have
      sole  voting and  investment  power  with  respect to all shares of Common
      Stock shown as beneficially owned by such shareholder.
(2)   Applicable percentage of ownership is based on 16,630,125 shares of Common
      Stock outstanding on April 25, 2002, plus any presently  exercisable stock
      options  held  by  each  such  holder,   and  options  which  will  become
      exercisable within 60 days after April 25, 2002.


                                     - 15 -
<PAGE>

(3)   Represents  1,839,083  shares of Common  Stock owned of record and 300,000
      shares of Common Stock underlying options, granted to Mr. Pandey which are
      exercisable  as of April 25, 2002 or sixty (60) days after such date.  The
      information  set forth relating to the number of shares owned of record is
      based  solely  upon  data  derived  from a  Schedule  13D  filed  by  such
      shareholder. The address for Mr. Pandey is 944 Stuart Road, Princeton, New
      Jersey 08540.
(4)   The address for Beechrock  Holdings Limited is 3rd Floor,  Cerne House, La
      Chaussee, Port Luis, Mauritius.  The information set forth on the table is
      based  solely  upon  data  derived  from  a  Schedule  13D  filed  by such
      shareholder.
(5)   The address for Braydon  Holdings  Limited is 3rd Floor,  Cerne House,  La
      Chaussee, Port Luis, Mauritius.  The information set forth on the table is
      based  solely  upon  data  derived  from a  Schedule  13D  filed  by  such
      shareholder.
(6)   The address for NSA  Investments,  LLC is 250  Engamore  Lane,  Suite 102,
      Norwood,  Massachusetts  02062.  The information set forth on the table is
      based  solely  upon data  derived  from a  Schedule  13D/A  filed  by such
      shareholder.
(7)   Represents  436,481 shares of Common Stock owned of record,  22,000 shares
      of Common  Stock  owned  indirectly  as spouse,  as of April 25,  2002 and
      150,000  shares  of  Common  Stock  underlying  options,  granted  to  Mr.
      Valluripalli which are exercisable as of April 25, 2002 or sixty (60) days
      after  such  date.  Excludes  150,000  shares of Common  Stock  underlying
      options which become exercisable over time after such period.
(8)   Represents  386,535 shares of Common Stock owned of record as of April 25,
      2002 and 150,000 shares of Common Stock underlying options, granted to Mr.
      Koneru which are exercisable as of April 25, 2002 or sixty (60) days after
      such date.  Excludes  150,000  shares of Common Stock  underlying  options
      which become exercisable over time after such period.
(9)   Includes  2,000  shares of Common  Stock  owned  indirectly  as spouse and
      30,000 shares of Common Stock underlying options, granted to Mr. Besier as
      a director of the Company,  which are  exercisable as of April 25, 2002 or
      sixty (60) days after such date.  Excludes  10,000  shares of Common Stock
      underlying options which became exercisable over time after such period.
(10)  Represents  10,000  shares of Common Stock  underlying  options  which are
      exercisable  as of April 25,  2002 or sixty  (60) days  after  such  date.
      Excludes  10,000  shares of Common Stock  underlying  options which become
      exercisable over time after such period.
(11)  Represents  4,000  shares of Common  Stock  underlying  options  which are
      exercisable as of April 25, 2002 or sixty (60) days after. Excludes 16,000
      shares of Common Stock  underlying  options which become  exercisable over
      time after such period.
(12)  Includes 800 shares of Common  Stock owned of record and 75,000  shares of
      Common Stock underlying options which are exercisable as of April 25, 2002
      or sixty (60) days after such date. Excludes 42,500 shares of Common Stock
      underlying options which become exercisable after such period.
(13)  Includes an aggregate of 419,000 shares of Common Stock underlying options
      granted to Directors and executive  officers listed in the table which are
      exercisable  as of April 25,  2002 or within  sixty  (60) days  after such
      date.  Excludes  378,500 shares  underlying  options  granted to executive
      officers  and  Directors  which  become  exercisable  over time after such
      period.

                                     - 16 -
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Nagarjun  Valluripalli,   the  Chairman  of  the  Board,  President,  Chief
Executive Officer and a Director of the Company,  Rajkumar Koneru, a Director of
the Company,  and Ashok  Pandey,  an  affiliate  of the  Company,  were the sole
shareholders  of   Intelligroup   Asia  Private  Ltd.   ("Intelligroup   Asia").
Historically,  Intelligroup  Asia  operated the Advanced  Development  Center in
Hyderabad,  India for the sole and  exclusive use and benefit of the Company and
all contracts and commercial  arrangements of Intelligroup  Asia were subject to
prior approval by the Company. The Company and Messrs. Valluripalli,  Koneru and
Pandey entered into an agreement pursuant to which the Company would, subject to
necessary Indian government  approvals,  acquire the shares of Intelligroup Asia
for nominal  consideration.  Such Indian  government  approvals were received in
September 1997. As a result,  the Company  currently owns 99.8% of the shares of
Intelligroup Asia.

     The Board of Directors of the Company has adopted a policy  requiring  that
any  future  transactions  between  the  Company  and its  officers,  directors,
principal shareholders and their affiliates be on terms no less favorable to the
Company than could be obtained from unrelated  third parties.  In addition,  New
Jersey law requires that any such  transactions be approved by a majority of the
disinterested members of the Company's Board of Directors.

     During  2001,  the Company  provided  services to FirePond  which  produced
revenues  for the  Company  totaling  approximately  $156,000.  A member  of the
Company's  Board of Directors,  Klaus P. Besier,  serves as the Chief  Executive
Officer of FirePond. The Company provided implementation services to various end
clients,  as a  sub-contractor  to  FirePond.  Services  were  priced  at  rates
comparable to other similar  sub-contracting  arrangements  in which the Company
regularly participates.

     On May 30, 2001, the Company advanced $60,000 to Mr. Valluripalli, with the
intent that such amount would be applied against any  performance  bonus due Mr.
Valluripalli  for the full year 2001. In connection with such  arrangement,  the
parties executed a compensation  advance agreement executed by Mr.  Valluripalli
in favor of the Company (the "Compensation  Advance").  The Compensation Advance
provides,  among other things,  for (i) repayment of the  outstanding  principal
amount of the  Compensation  Advance on or before May 22, 2002; (ii) the accrual
of no interest on amounts outstanding under the Compensation  Advance during the
period of Mr. Valluripalli's  employment with the Company; and (iii) the accrual
of interest on amounts outstanding under the Compensation  Advance at a rate per
annum equal to the Federal Funds Effective Rate announced by the Federal Reserve
Bank  of New  York,  in  the  event  of and  following  the  termination  of Mr.
Valluripalli's  employment  with the Company.  The largest  aggregate  amount of
indebtedness  outstanding  at any  time  during  the  term  of the  Compensation
Advanced was $60,000. In March 2002, the Compensation Committee of the Company's
Board of Directors  approved a full year 2001 bonus for Mr.  Valluripalli  in an
amount of $200,000.



                                     - 17 -
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Form 10-K
to be signed on its behalf by the  undersigned,  thereunto duly  authorized this
30th day of April 2002.

                                        INTELLIGROUP, INC.


                                        By: /s/ Nagarjun Valluripalli
                                           ------------------------------------
                                           Nagarjun Valluripalli,
                                           Chairman of the Baord, President
                                           and Chief Executive Officer
                                           (Principal Executive Officer)


                                        By: /s/ Nicholas Visco
                                           ------------------------------------
                                           Nicholas Visco,
                                           Senior Vice President-Finance and
                                           Administration and Chief Financial
                                           Officer (Principal Financial and
                                           Accounting Officer)



                                     - 18 -