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, 2000
                         Commission file number 0-20943

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


         New Jersey                                      11-2880025
------------------------------              ------------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 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:  $10,398,963 at March 16, 2001 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 16, 2001:


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 30, 2001, by including  the  disclosures  set
forth herein.





                                     - 3 -
<PAGE>

                                    PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.


     At the Company's Annual Meeting of  Shareholders,  five Directors are to be
elected  (which  number  shall  constitute  the entire Board of Directors of the
Company) to hold office until the next Annual Meeting of Shareholders  and until
their successors shall have been elected and qualified.

     All of the persons whose names and biographies  appear below are at present
Directors of the Company. The Company intends to add an additional nominee prior
to its Annual Meeting of  Shareholders.  In the event any of the nominees should
become  unavailable or unable to serve as a Director,  it is intended that votes
will be cast for a substitute nominee designated by the Board of Directors.  The
Board of Directors  has no reason to believe  that the  nominees  named or to be
named will be unable to serve if elected.  Each of the below named  nominees has
consented  to  being  named in the  Company's  Proxy  Statement  and to serve if
elected.

     The current  members of the Board of  Directors  who are also  nominees for
election to the Board are:

<TABLE>
<CAPTION>
                                    Served as a
Name                       Age    Director Since      Positions with the Company
----                       ---    --------------      --------------------------
<S>                        <C>         <C>            <C>
Nagarjun Valluripalli....  32          1994           Chief Executive Officer and Director
Rajkumar Koneru..........  31          1994           Director
Klaus P. Besier..........  49          1996           Director
Dennis McIntosh .........  45          2000           Director
</TABLE>


     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 the 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.  Mr.  Valluripalli served as Chairman of the Board of the Company until
January 4, 2000. 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.  Mr.  Valluripalli  also serves 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.




                                     - 4 -
<PAGE>


     Rajkumar  Koneru  currently  serves as a Director of the Company and, 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. From April 1996, when Mr. Koneru joined the Company,  until his
resignation as Co-Chief  Executive  Officer in January 2000, Mr. Koneru has 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.




                                     - 5 -
<PAGE>


     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.  Messrs.  Koneru,  Besier and McIntosh are compensated pursuant to such
policy.  The Company does provide  reimbursement to 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.

     On February 22, 2000,  Dennis McIntosh  received options to purchase 20,000
shares of the  Company's  Common Stock under the  Company's  Director Plan at an
exercise  price of $39.125  per share,  the fair market  value of the  Company's
stock at the date of grant.




                                     - 6 -
<PAGE>


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

     Klaus P. Besier filed a Form 5 on February 11, 2000  reporting  the sale of
5,000 shares of the Company's  Common Stock on April 14, 1999.  Such sale should
have been reported and filed on a Form 4 no later than May 10, 1999.

     Nagarjun Valluripalli filed a Form 4 on January 26, 2001 reporting the sale
of an aggregate of 7,500 shares of the  Company's  Common Stock during  December
2000.  Such sales should have been  reported and filed on a Form 4 no later than
January 10, 2001.

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

                                          CAPACITIES IN           IN CURRENT
NAME                           AGE        WHICH SERVED          POSITION SINCE
----                           ---        ------------          --------------
Nagarjun Valluripalli......     32     Chief Executive                2000
                                       Officer and Director

Nicholas Visco(1)..........     41     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.




                                     - 7 -
<PAGE>


     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.



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 2000 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, 1998, 1999 and 2000.

<TABLE>
                                         SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                         LONG-TERM
                                                      ANNUAL COMPENSATION              COMPENSATION
                                           -----------------------------------------------------------
                                                                                         AWARDS
                                                                                    ------------------
   NAME AND PRINCIPAL                                                                   SECURITIES
        POSITION                   YEAR      SALARY       BONUS     OTHER ANNUAL        UNDERLYING         ALL OTHER
                                                                    COMPENSATION          OPTIONS        COMPENSATION
                                               ($)         ($)           ($)                (#)               ($)
                                   (b)         (c)         (d)          (e)(1)              (g)             (i)(2)
------------------------------------------------------------------------------------------------------------------------

<S>                                <C>        <C>         <C>            <C>             <C>                 <C>
Nagarjun Valluripalli(3)......     2000       349,992         --            --           300,000(4)          6,700
   Chief Executive Officer         1999       252,798         --            --           300,000             6,790
                                   1998       220,400         --            --                --             3,552

Nicholas Visco................     2000       158,333     50,000            --           177,500(5)             --
   Senior Vice President -         1999       127,500     20,000            --            50,000                --
   Finance & Administration,       1998        53,333      4,000            --            10,000                --
   Chief Financial Officer,
   Treasurer and Secretary

Ashok Pandey(6)...............     2000       335,409         --            --           300,000(4)          1,700
                                   1999       252,798         --            --           300,000             1,700
                                   1998       220,400         --         4,700                --            11,570

Matthew Shocklee(7)...........     2000       262,500     15,000            --           250,000(8)             --
                                   1999       427,826     45,000            --           100,000                --
                                   1998        21,277         --            --           100,000                --

Rajkumar Koneru(9)...........      2000       175,000         --            --           300,000(4)          1,700
                                   1999       252,798         --            --           300,000             1,690
                                   1998       220,400         --            --                --             3,312
</TABLE>
---------------
(1)   Represents car insurance payments by the Company.




                                     - 8 -
<PAGE>


(2)  Represents the value of insurance premiums paid by the Company with respect
     to whole  life  insurance  for the  benefit of the Named  Executives.  With
     respect to Mr. Pandey,  such amount also includes  payments pursuant to the
     terms of the Release Agreement (as hereinafter defined),  including,  among
     other things (i) a lump sum payment of $350,000  payable  within seven days
     of executing the Release  Agreement;  and (ii) payment for accrued vacation
     time  not  to  exceed  fifteen  (15)  days.  All  required  deductions,  in
     accordance with the Company's regular payroll practices,  will or have been
     deducted from each of such  payments.  With respect to Mr.  Shocklee,  such
     amount  also  includes  payments  pursuant  to the terms of the  Separation
     Agreement (as  hereinafter  defined),  including,  among other things (i) a
     lump sum payment of $260,000  less the  outstanding  balance of $100,000 on
     the Note (as hereinafter defined),  payable on the first payroll date after
     executing the Separation  Agreement;  and (ii) payment for accrued vacation
     time.

(3)  On January 4, 2000,  Nagarjun  Valluripalli  was named  Co-Chief  Executive
     Officer  and on  December  15,  2000,  Mr.  Valluripalli  was  named  Chief
     Executive  Officer upon Ashok Pandey's  resignation  as Co-Chief  Executive
     Officer and as a Director and employee of the Company.

(4)  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.

(5)  Includes  117,500  shares of Common Stock of the Company  underlying  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.

(6)  On January 4, 2000,  Ashok Pandey was named Co-Chief  Executive  Officer of
     the Company. Mr. Pandey resigned his position as Co-Chief Executive Officer
     and as a Director and employee of the Company on December 15, 2000.

(7)  Matthew Shocklee was appointed President of ASPplus Solutions North America
     of the Company on September 1, 1999 and was elected as an executive officer
     of the Company on May 1, 2000. On December 7, 2000, Mr.  Shocklee  resigned
     his  position as  President of ASPplus  Solutions  North  America and as an
     employee of the Company.

(8)  Represents  250,000 shares of Common Stock of the Company  underlying stock
     options  previously  granted to Mr.  Shocklee  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.

(9)  Rajkumar Koneru was named Co-Chief  Executive  Officer and President on May
     24,  1999.  He resigned  from such  positions in January 2000 to assume the
     positions of Chairman of the Board,  President and Chief Executive  Officer
     of SeraNova,  Inc., formerly a majority-owned Internet solutions subsidiary
     spun-off from the Company in a tax-free distribution to its shareholders on
     July 5, 2000.




                                     - 9 -
<PAGE>


OPTION GRANTS IN 2000

     The following table sets forth information  concerning individual grants of
stock options made  pursuant to the  Company's  1996 Plan during 2000 to each of
the Named  Executives.  The  Company has never  granted  any stock  appreciation
rights.

<TABLE>
                                         OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------------------------
                                                    Individual Grants
---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                Percent of
                                                   Total
                                 Number of        Options                                       Potential Realizable Value
            Name                 Securities     Granted to                                       At Assumed Annual Rates
                                 Underlying    Employees in                                          of Stock Price
                                  Options         Fiscal        Exercise or     Expiration       Appreciation For Option
                                  Granted          Year         Base Price        Date                   Term(2)
                                    (#) (1)                       ($/SH)                          5%($)          10%($)
             (a)                    (b)             (c)            (d)            (e)             (f)            (g)
---------------------------------------------------------------------------------------------------------------------------

<S>                                <C>              <C>           <C>           <C>              <C>          <C>
Nagarjun Valluripalli......        300,000(3)       6.2%          2.799(5)      10/04/04         528,087      1,338,230


Nicholas Visco.............          7,500(3)       0.2%          5.927(5)      07/01/08          27,956         70,844


                                    50,000(3)       1.0%          2.166(5)      09/29/09          68,110        172,598


                                    60,000(3)       1.2%          5.314(5)      05/01/10         200,518        508,135


                                    60,000(4)       1.2%          2.000         11/01/10          75,468        191,244


Ashok Pandey...............        300,000(3)       6.2%          2.799(5)      12/15/02         528,087      1,338,230


Matthew Shocklee...........         75,000(3)       1.5%          5.109(5)      12/09/08(6)      240,979        610,666


                                    55,000(3)       1.1%          1.778(5)      08/11/09(6)       61,500        155,848


                                    25,000(3)       0.5%          1.799(5)      08/19/09(6)       28,285         71,677


                                    50,000(3)       1.0%          5.314(5)      05/01/10(6)      167,099        423,446


Rajkumar Koneru............        300,000(3)       6.2%          2.799(5)      10/04/04         528,087      1,338,230
</TABLE>

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

(1)  Unless otherwise noted, such options were granted pursuant to the Company's
     1996 Plan. The 1996 Plan was adopted by the Board of Directors and approved
     by the shareholders of the Company on June 3, 1996, and became effective on
     July 12, 1996. A total of 4,700,000  shares are reserved for issuance  upon
     the exercise of options and/or stock purchase rights granted under




                                     - 10 -
<PAGE>


     the 1996 Plan,  4,417,519  of which have been  granted as of  December  31,
     2000.  Those  eligible to receive  stock  option  grants or stock  purchase
     rights under the 1996 Plan include  employees,  non-employee  Directors and
     consultants. The 1996 Plan is administered by the Compensation Committee of
     the Board of  Directors of the Company.  Subject to the  provisions  of the
     1996  Plan,  the  administrator  of the  1996  Plan has the  discretion  to
     determine the optionees and/or grantees,  the type of options to be granted
     (incentive   stock  options   ("ISOs")  or   non-qualified   stock  options
     ("NQSOs")),  the vesting provisions, the terms of the grants and such other
     related provisions as are consistent with the 1996 Plan. The exercise price
     of an ISO may not be less  than  the fair  market  value  per  share of the
     Common  Stock on the  date of grant  or,  in the  case of an  optionee  who
     beneficially  owns  10% or more of the  outstanding  capital  stock  of the
     Company,  not less than 110% of the fair market value per share on the date
     of grant. The exercise price of a NQSO may not be less than 85% of the fair
     market  value per share of the Common Stock on the date of grant or, in the
     case of an optionee who  beneficially  owns 10% or more of the  outstanding
     capital  stock of the Company,  not less than 110% of the fair market value
     per  share on the date of  grant.  The  purchase  price  of  shares  issued
     pursuant  to stock  purchase  rights  may not be less  than 50% of the fair
     market  value of such  shares  as of the  offer  date of such  rights.  The
     options  terminate not more than ten years from the date of grant,  subject
     to earlier  termination on the optionee's death,  disability or termination
     of  employment  with the Company,  but provide that the term of any options
     granted to a holder of more than 10% of the  outstanding  shares of capital
     stock may be no longer  than five  years.  Options  are not  assignable  or
     otherwise   transferable  except  by  will  or  the  laws  of  descent  and
     distribution. In the event of a merger or consolidation of the Company with
     or into another  corporation or the sale of all or substantially all of the
     Company's  assets  in which  the  successor  corporation  does  not  assume
     outstanding options or issue equivalent options,  the Board of Directors of
     the  Company is  required  to provide  accelerated  vesting of  outstanding
     options. The 1996 Plan terminates on July 11, 2006 unless sooner terminated
     by the Board of Directors.

(2)  Potential gains are net of exercise price, but before taxes associated with
     exercise.  These amounts  represent  certain  assumed rates of appreciation
     only, in accordance  with the SEC's rules.  Actual gains,  if any, on stock
     option  exercises  are  dependant on the future  performance  of the common
     stock,   overall  market   conditions  and  the  option  holders  continued
     employment  through the vesting period. The amounts reflected in this table
     may not necessarily be achieved.

(3)  Represents  the number of shares of Common Stock of the Company  underlying
     stock options  previously  granted to such person 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  non-qualified  stock options  granted  outside of the Company's
     1996 Plan.

(5)  Represents  the  adjusted  exercise  price  reflecting  the  impact  of the
     spin-off by the Company of SeraNova Inc.

(6)  Pursuant to the terms of the Separation Agreement (as hereinafter defined),
     all of Mr. Shocklee's  unvested options which would have vested by December
     31, 2000 were deemed  vested  immediately.  Such options  terminated to the
     extent not exercised by Mr. Shocklee by March 10, 2001.




                                     - 11 -
<PAGE>


AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND YEAR-END OPTION VALUES

     The  following  table sets forth  information  concerning  each exercise of
options during 2000 by each of the Named  Executives and the year-end number and
value of unexercised options held by each of the Named Executives.

               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)
-------------------------------------------------------------------------------
Nagarjun Valluripalli..       --           --         75,000 /       -- / --
                                                     225,000

Nicholas Visco.........    2,500       67,180         15,000 /       -- / --
                                                      162,500

Ashok Pandey(2)........       --           --        300,000 /       -- / --
                                                         --

Matthew Shocklee(3)....       --           --         45,000 /       -- / --
                                                         --

Rajkumar Koneru........       --           --         75,000 /       -- / --
                                                     225,000
--------------
(1)  Based on a year-end fair market value of the underlying securities equal to
     $0.875 less the exercise price for such shares.

(2)  Pursuant to the terms of the Release  Agreement (as  hereinafter  defined),
     all of Mr. Pandey's unvested options were deemed vested immediately.

(3)  Pursuant to the terms of the Separation Agreement (as hereinafter defined),
     all of Mr. Shocklee's  unvested options which would have vested by December
     31, 2000 were deemed vested immediately.

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



                                     - 12 -
<PAGE>


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 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.

     On  December  15,  2000,  Mr.  Pandey  resigned as the  Company's  Co-Chief
Executive Officer and as a director and employee of the Company.  As a result of
such resignation,  Mr. Pandey entered into an Agreement and General Release (the
"Release Agreement") with the Company. Under the terms of the Release Agreement,
the  Company has paid or  provided  or will pay or provide to Mr.  Pandey  among
other  things (i) a lump sum payment of $350,000  payable  within  seven days of
executing the Release Agreement;  and (ii) payment for accrued vacation time not
to exceed  fifteen (15) days.  All required  deductions in  accordance  with the
Company's  regular  payroll  practices,  will or have been deducted from each of
such payments.  The above agreements  require Mr. Pandey to, among other things,
maintain the  confidentiality  of Company  information;  and for a period of two
years, not solicit the Company's customers or employees.

     Mr.  Shocklee  entered  into  an  employment  agreement  with  the  Company
commencing  November 18, 1998. Mr.  Shocklee was appointed  President of ASPplus
Solutions  North  America of the Company on September 1, 1999 and was elected as
an executive officer of the Company on May 1, 2000. Mr. Shocklee resigned as the
Company's President of ASPplus Solutions North America and as an employee of the
Company on  December  7, 2000.  As a result of such  resignation,  Mr.  Shocklee
entered into a separation  agreement and General Release,  Waiver and Continuing
Obligations Agreement (together,  the "Separation  Agreement") with the Company.
Under the terms of the Separation Agreement, the Company has paid or will pay to
Mr.  Shocklee  among other  things (i) a lump sum  payment of $260,000  less the
outstanding balance of $100,000 on the Note (as hereinafter defined), payable on
the first  payroll  date after  executing  the  Separation  Agreement;  and (ii)
payment for accrued  vacation time. All required  deductions in accordance  with
the Company's regular payroll practices, will or have been deducted from each of
such payments. The above agreements require Mr. Shocklee to, among other things,
maintain the  confidentiality  of Company  information;  and for a period of one
year, not solicit the Company's customers or employees.

     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.




                                     - 13 -
<PAGE>


REPRICING OF OPTIONS

     The following  table sets forth  information  concerning  all repricings of
stock options held by any executive  officer during the last 10 completed fiscal
years.

     As of July 6, 2000,  the exercise  price of all employee and director stock
options  was  adjusted to offset the  reduction  in option  value  caused by the
spin-off of SeraNova.  The exercise price of each stock option grant outstanding
as of July 5, 2000, was adjusted based on the percentage change in closing price
of the  Company's  stock  on the  distribution  date of July  5,  2000,  and the
ex-dividend date of July 6, 2000. In accordance with FASB Interpretation No. 44,
"Accounting for Certain Transactions  Involving Stock Compensation," the Company
has  concluded  that  there are no  accounting  consequences  for  changing  the
exercise price of outstanding stock options as a result of the spin-off.

<TABLE>
                                             10-YEAR OPTION REPRICING
-----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                                                 Length Of
                                               Number Of                                                         Original
                                               Securities     Market Price       Exercise                       Option Term
                                               Underlying      Of Stock At       Price  At           New         Remaining
                                                Options          Time of          Time of         Exercise       At Date of
             Name                  Date         Repriced        Repricing        Repricing         Price         Repricing
                                                  (#)            ($/SH)            ($/SH)            ($)            ($)
             (a)                    (b)           (c)              (d)              (e)             (f)             (g)
-----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>               <C>              <C>             <C>        <C>
Nagarjun Valluripalli.........   07/06/00        300,000           4.625            8.56            2.799      4yr., 3mo.
  Chief Executive Officer

Nicholas Visco................   07/06/00         60,000           4.625           16.25            5.314      9yr., 10 mo.
  Senior Vice President -
  Finance & Administration,      07/06/00         50,000           4.625            6.625           2.166      9yr., 2 mo.
  Chief Financial Officer,
  Treasurer and Secretary        07/06/00          7,500           4.625           18.125           5.927      8yr., 0 mo.


Ashok Pandey...............      07/06/00        300,000           4.625            8.56            2.799      4yr., 3 mo.


Matthew Shocklee...........      07/06/00         50,000           4.625           16.25            5.314      9yr., 10 mo.

                                 07/06/00         25,000           4.625            5.50            1.799      8yr., 11mo.

                                 07/06/00         55,000           4.625            5.4375          1.778      8yr., 11mo.

                                 07/06/00         75,000           4.625           15.625           5.109      8yr., 5mo.


Rajkumar Koneru............      07/06/00        300,000           4.625            8.56            2.799      4yr., 3mo
</TABLE>


                                     - 14 -
<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Compensation  Committee  currently  consists of Messrs.  Valluripalli,
Besier and  McIntosh.  During 2000,  the  following  Directors  were, at various
times, members of the Audit Committee:  Nagarjun Valluripalli,  Rajkumar Koneru,
Klaus Besier and Dennis 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. Koneru  resigned as an officer and employee of the Company in January
2000, but has continued to serve as a director of the Company.  Mr. Valluripalli
currently  serves,  and during 2000 served,  as 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 2000,
the Company  provided  services  to FirePond  which  produced  revenues  for the
Company   totaling   approximately   $307,000.   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 2000 there were no, Compensation Committee Interlocks.





                                     - 15 -
<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
the date on which the SEC declared effective the Company's Form 8-A Registration
Statement  pursuant to Section 12 of the Exchange Act 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.



  [THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]



<TABLE>
<CAPTION>
                              9/26/96     12/31/96     12/31/97     12/31/98     12/31/99     12/31/00
                              -------     --------     --------     --------     --------     --------

<S>                           <C>          <C>          <C>          <C>          <C>          <C>
Intelligroup, Inc..........   $100.00      $ 81.48      $141.67      $132.41      $183.33      $  6.48
Nasdaq Market Index........   $100.00      $104.83      $128.44      $181.10      $335.15      $202.36
1999 Peer Group Index
   (Capitalization
    Weighted)(3)...........   $100.00      $106.66      $137.15      $127.34      $229.31      $ 33.12
</TABLE>

---------
(1)  Graph assumes $100  invested on September 26, 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 Cambridge  Technology  Partners,
     Inc.,  Sapient  Corporation,   Technology  Solutions  Company,  Renaissance
     Worldwide Inc.,  Answer Think Consulting  Group,  Inc.,  Marchfirst,  Inc.,
     Igate Capital Corporation,  Complete Business Solutions,  Inc. and Computer
     Horizons Corp.




                                     - 16 -
<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. The Company adjusted the exercise price of all employee and director
stock  options  outstanding  as of July 5,  2000 to  reflect  the  impact of the
spin-off by the Company of SeraNova Inc.

     Based on review of available  information,  the Committee believes that the
current Chief Executive  Officers'  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




                                     - 17 -
<PAGE>


the year,  such as changes in 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 Officers' compensation.

                            Compensation Committee Members
                            (as currently constituted )
                            Nagarjun Valluripalli
                            Klaus P. Besier
                            Dennis McIntosh



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


COMMON STOCK

     There are,  as of March 16,  2001,  approximately  78 holders of record and
4,671 beneficial holders of the Company's Common Stock. The following table sets
forth certain information, as of March 16, 2001, with respect to holdings of the
Company's  Common Stock by (i) persons 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)
and Named Executives, and (iii) 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.

<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).......................................            2,380,083                 14.1%

Nagarjun Valluripalli (4)..............................            2,296,221                 13.7%

Rajkumar Koneru (5)....................................            2,024,720                 12.1%

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

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

Klaus Besier (7).......................................               20,000                  *

Dennis McIntosh (8)....................................                4,000                  *

Nicholas Visco (9).....................................               45,800                  *

Matthew Shocklee (10)..................................               34,150                  *

(iii)  All Directors and executive officers as a
       group (6 persons) (11)........................              6,770,824                 39.5%
</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.



                                     - 18 -
<PAGE>


(2)  Applicable  percentage of ownership is based on 16,630,125 shares of Common
     Stock  outstanding on March 16, 2001, plus any presently  exercisable stock
     options held by each such holder, and options which will become exercisable
     within 60 days after March 16, 2001.

(3)  Represents  2,080,083  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 March 16,  2001 or sixty (60) days  after such date.  On
     July 23, 1998, Ashok Pandey, by way of gift,  transferred  1,500,000 shares
     of Common Stock into a Trust.  Pursuant to the terms and conditions of such
     Trust,  Mr. Pandey  received an annual annuity from such Trust with a final
     distribution  being made to Mr. Pandey on January 30, 2001. The address for
     Mr. Pandey is 944 Stuart Road, Princeton, New Jersey 08540.

(4)  Represents 2,199,221 shares of Common Stock owned of record,  22,000 shares
     of Common  Stock owned  indirectly  as spouse,  as of March 16,  2001,  and
     75,000  shares  of  Common  Stock  underlying   options,   granted  to  Mr.
     Valluripalli  which are exercisable as of March 16, 2001 or sixty (60) days
     after such date. Excludes 225,000 shares of Common Stock underlying options
     which become  exercisable over time after such period.  The address for Mr.
     Valluripalli is c/o Intelligroup,  Inc., 499 Thornall Street,  Edison,  New
     Jersey 08837.

(5)  Represents 1,949,720 shares of Common Stock owned of record as of March 16,
     2001, and 75,000 shares of Common Stock underlying options,  granted to Mr.
     Koneru which are  exercisable as of March 16, 2001 or sixty (60) days after
     such date. Excludes 225,000 shares of Common Stock underlying options which
     become  exercisable over time after such period. The address for Mr. Koneru
     is c/o SeraNova, Inc., 499 Thornall Street, Edison, New Jersey 08837.

(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  13-D/A  filed by such
     shareholder.

(7)  Includes 2,000 shares of Common Stock owned indirectly as spouse and 18,000
     shares of Common  Stock  underlying  options,  granted  to Mr.  Besier as a
     director  of the  Company,  which are  exercisable  as of March 16, 2001 or
     sixty (60) days after such date.  Excludes  30,000  shares of Common  Stock
     underlying options which became exercisable over time after such period.

(8)  Represents  4,000  shares  of Common  Stock  underlying  options  which are
     exercisable  as of March 16,  2001 or sixty  (60)  days  after  such  date.
     Excludes  15,000  shares of Common Stock  underlying  options  which become
     exercisable over time after such period.

(9)  Includes  800 shares of Common  Stock owned of record and 45,000  shares of
     Common Stock underlying  options which are exercisable as of March 16, 2001
     or sixty (60) days after such date. Excludes 132,500 shares of Common Stock
     underlying options which become exercisable after such period.

(10) Represents  34,150 shares to Common Stock owned of record.  The address for
     Mr. Shocklee is 615 Galway Drive, Roswell, Georgia 30076.

(11) Includes an aggregate of 517,000 shares of Common Stock underlying  options
     granted to Directors and executive  officers  listed in the table which are
     exercisable as of March 16, 2001 or within sixty (60) days after such date.
     Excludes 627,500 shares  underlying  options granted to executive  officers
     and Directors which become exercisable over time after such period.



                                     - 19 -
<PAGE>

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


     Messrs.  Pandey,  Koneru and  Valluripalli  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.  Pandey,  Koneru  and  Valluripalli  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  remaining  shares are expected to be  transferred  to the Company by
Messrs.  Pandey,  Koneru and Valluripalli  later this year. Upon consummation of
such transfer,  Intelligroup Asia will then be a wholly-owned  subsidiary of the
Company.

     In November  1996, the Company  commenced  operations in Singapore with the
incorporation of Intelligroup Singapore Private Ltd. ("Intelligroup Singapore").
Each of the Company and Mr. Koneru owns 50% of Intelligroup Singapore.

     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.

     On April 17,  2000,  the  Company  made a loan in the amount of $100,000 to
Matthew  Shocklee,  the then President of ASPplus Solutions North America of the
Company,  as evidenced by a promissory note made by Mr. Shocklee in favor of the
Company (the  "Note").  Following  Mr.  Shocklee's  resignation  as President of
ASPplus  Solutions  North America on December 7, 2000,  pursuant to the terms of
the Note and the  Separation  Agreement,  the Company  deducted the  outstanding
balance of the Note,  in the  amount of  $100,000,  from the lump sum  severance
payment that the Company was obligated to pay to Mr. Shocklee, in full repayment
of the Note.  The Note  provided,  among other things,  for (i) repayment of the
outstanding  principal  amount of the Note on or  before  December  31,  2000 or
immediately upon termination of employment with the Company; (ii) the accrual of
no  interest  on  amounts  outstanding  under the Note  during the period of Mr.
Shocklee's  employment  by the  Company;  and (iii) the  accrual of  interest on
amounts  outstanding  under  the Note at a rate per annum  equal to the  Federal
Funds Effective Rate announced by the Federal Reserve Bank of New York following
the  termination  of Mr.  Shocklee's  employment  with the Company.  The largest
aggregate amount of indebtedness  outstanding at any time during the term of the
Note was $100,000.

     During  2000,  the Company  provided  services to FirePond  which  produced
revenues  for the  Company  totaling  approximately  $307,000.  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.



                                     - 20 -
<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 report to be signed on
its behalf by the undersigned,  thereunto duly authorized this 30th day of April
2001.


                                          INTELLIGROUP, INC.


                                          By: /s/ Nagarjun Valluripalli
                                             --------------------------------
                                             Nagarjun Valluripalli, Chairman
                                             and Chief Executive Officer




                                     - 21 -
<PAGE>

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

         SIGNATURE                        TITLE                     DATE
         ---------                        -----                     ----


/s/ Nagarjun Valluripalli    Chairman, Chief Executive          April 30, 2001
-------------------------    Officer and Director
Nagarjun Valluripalli        (principal executive officer)


/s/ Nicholas Visco           Senior Vice President- Finance     April 30, 2001
-------------------------    and Administration (principal
Nicholas Visco               financial and accounting
                             officer)

/s/ Rajkumar Koneru          Director                           April 30, 2001
-------------------------
Rajkumar Koneru

/s/ Klaus Besier             Director                           April 30, 2001
-------------------------
Klaus Besier

/s/ Dennis McIntosh          Director                           April 30, 2001
-------------------------
Dennis McIntosh





                                     - 22 -
<PAGE>


                               EXHIBIT INDEX

Exhibit No.                        Description of Exhibit
-----------                        ----------------------

     2         Agreement  and Plan of Merger of the Company and its wholly owned
               subsidiary Oxford Systems Inc.  (Incorporated by reference to the
               Company's  Annual  Report  on  Form  10-KSB  for the  year  ended
               December 31, 1996.)

    3.1        Amended and Restated Certificate of Incorporation.  (Incorporated
               by reference to the Company's Registration Statement on Form SB-2
               (Registration  Statement  No.  333-5981)  declared  effective  on
               September 26, 1996.)

    3.2        Amended and Restated  Bylaws.  (Incorporated  by reference to the
               Company's  Registration  Statement  on  Form  SB-2  (Registration
               Statement  No.  333-5981)  declared  effective on  September  26,
               1996.)

    4.1        Shareholder  Protection  Rights Agreement dated as of November 6,
               1998,  between the Company and  American  Stock  Transfer & Trust
               Company  which  includes (I) the Form of Rights  Certificate  and
               (ii) the  Certificate  of  Amendment  to the Amended and Restated
               Certificate of Incorporation of Intelligroup,  Inc. (Incorporated
               by reference to Exhibit No. 4.1 of the  Company's  Report on Form
               8-K  dated  November  9,  1998,  filed  with the  Securities  and
               Exchange Commission on November 9, 1998.)

   10.1*       1996 Stock Plan,  as amended,  of the Company.  (Incorporated  by
               reference to the Company's  Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1999.)

   10.2*       1996  Non-Employee  Director Stock Option Plan.  (Incorporated by
               reference to the  Company's  Registration  Statement on Form SB-2
               (Registration  Statement  No.  333-5981)  declared  effective  on
               September 26, 1996.)

   10.3        Form of Indemnification Agreement entered into by the Company and
               each of its Directors and officers. (Incorporated by reference to
               the Company's  Registration  Statement on Form SB-2 (Registration
               Statement  No.  333-5981)  declared  effective on  September  26,
               1996.)


   10.4*       Employment  Agreement  dated  October 1, 1999 between the Company
               and Nicholas Visco. See Exhibit 10.30.


   10.5        Employee's  Invention  Assignment and Confidentiality  Agreement.
               (Incorporated   by  reference  to  the   Company's   Registration
               Statement  on Form SB-2  (Registration  Statement  No.  333-5981)
               declared effective on September 26, 1996.)

   10.6        Services Provider Agreement by and between Oracle Corporation and
               the Company  dated July 26, 1994.  (Incorporated  by reference to
               the Company's  Registration  Statement on Form SB-2 (Registration
               Statement  No.  333-5981)  declared  effective on  September  26,
               1996.) See Exhibit 10.8.



                                     - 23 -
<PAGE>

Exhibit No.                        Description of Exhibit
-----------                        ----------------------

   10.7        Agreement  by and  between  the  Company  and  Intelligroup  Asia
               Private  Limited  ("Intelligroup  Asia")  relating to operational
               control  of   Intelligroup   Asia,   with   related   agreements.
               (Incorporated   by  reference  to  the   Company's   Registration
               Statement  on Form SB-2  (Registration  Statement  No.  333-5981)
               declared effective on September 26, 1996.)

   10.8        Amendment  No. 1 to Services  Provider  Agreement  by and between
               Oracle  Corporation  and the Company  dated  December  30,  1996.
               (Incorporated by reference to the Company's Annual Report on Form
               10-KSB for the year ended December 31, 1996.) See Exhibit 10.6.

   10.9        R/3 National  Logo Partner  Agreement by and between SAP America,
               Inc. and the Company dated as of April 29, 1997. (Incorporated by
               reference to the  Company's  Registration  Statement on Form SB-2
               (Registration Statement No. 333-29119) declared effective on June
               26, 1997.) See Exhibits 10.10, 10.21 and 10.31.

  10.10        ASAP  Partner  Addendum to R/3 National  Logo  Partner  Agreement
               between SAP America,  Inc. and the Company effective July 1, 1997
               (amends   existing   R/3  National   Logo   Partner   Agreement).
               (Incorporated  by reference to the Company's  Quarterly Report on
               Form  10-QSB for the  quarter  ended  September  30,  1997.)  See
               Exhibits 10.9, 10.21 and 10.31.

  10.11        Implementation Partner Agreement between PeopleSoft, Inc. and the
               Company  effective July 15, 1997.  (Incorporated  by reference to
               the  Company's  Quarterly  Report on Form  10-QSB for the quarter
               ended September 30, 1997.) See Exhibit 10.20.

  10.12        Consulting  Alliance  Agreement with Baan  International B.V. and
               the  Company  effective  September  29,  1997.  (Incorporated  by
               reference to the  Company's  Quarterly  Report on Form 10-QSB for
               the quarter ended September 30, 1997.)

  10.13        Lease Agreement between Alfieri-Parkway  Associates, as Landlord,
               and  Intelligroup,   Inc.,  as  Tenant,  dated  March  17,  1998.
               (Incorporated  by reference to the Company's  Quarterly Report on
               Form 10-Q for the quarter ended March 31, 1998.)

  10.14        Agreement  of Purchase and Sale dated as of May 7, 1998 among the
               Company,  Intelligroup Europe Limited and the Shareholders of CPI
               Consulting  Limited.  (Incorporated by reference to the Company's
               Report on Form 8-K filed May 27, 1998.)

  10.15        Agreement of Purchase and Sale dated as of May 21, 1998 among the
               Company,  Intelligroup Europe Limited and the Shareholders of CPI
               Resources  Limited.  (Incorporated  by reference to the Company's
               Report on Form 8-K filed May 27, 1998.)



                                     - 24 -
<PAGE>
Exhibit No.                        Description of Exhibit
-----------                        ----------------------

  10.16        Agreement  of  Purchase  and Sale dated as of  November  25, 1998
               among  the  Company  and the  Shareholders  of  each  of  Azimuth
               Consulting   Limited,   Azimuth  Holdings  Limited,   Braithwaite
               Richmond Limited and Azimuth Corporation  Limited.  (Incorporated
               by reference to the Company's  Report on Form 8-K filed  December
               8, 1998.)

  10.17        Stock Purchase  Agreement dated as of December 21, 1998 among the
               Company  and  the  Shareholders  of  Network   Publishing,   Inc.
               (Incorporated  by reference to the  Company's  Report on Form 8-K
               filed January 8, 1999.)

  10.18        Agreement and Plan of Merger dated as of February 16, 1999 by and
               among the Company,  ES Merger Corp.,  Empower Solutions,  LLC and
               the members of Empower Solutions, LLC. (Incorporated by reference
               to the Company's Report on Form 8-K filed February 24, 1999.)

  10.19        Agreement and Plan of Merger dated as of February 16, 1999 by and
               among the Company, ES Merger Corp.,  Empower Solutions,  Inc. and
               the stockholders of Empower,  Inc.  (Incorporated by reference to
               the Company's Report on Form 8-K filed February 24, 1999.)

  10.20*       Fifth  Amendment to the  Implementation  Partner  Agreement dated
               July 15,  1998,  between  the Company and  PeopleSoft,  Inc.  See
               Exhibit 10.11.

  10.21*       Amendment to the National  Implementation Partner Agreement dated
               as of January 1, 1999,  between SAP America and the Company.  See
               Exhibits 10.9, 10.10 and 10.31.

  10.22        Contribution  Agreement  by and between  Intelligroup,  Inc.  and
               SeraNova,  Inc.  dated as of January 1,  2000.  (Incorporated  by
               reference  to the  Company's  Annual  Report on Form 10-K for the
               year ended December 31, 1999.)

  10.23        Distribution  Agreement  by and between  Intelligroup,  Inc.  and
               SeraNova,  Inc.  dated as of January 1,  2000.  (Incorporated  by
               reference  to the  Company's  Annual  Report on Form 10-K for the
               year ended December 31, 1999.)

  10.24        Services  Agreement  by  and  between   Intelligroup,   Inc.  and
               SeraNova,  Inc.  dated as of January 1,  2000.  (Incorporated  by
               reference  to the  Company's  Annual  Report on Form 10-K for the
               year ended December 31, 1999.)

  10.25        Space  Sharing  Agreement  by and among  Intelligroup,  Inc.  and
               SeraNova,  Inc.  dated as of January 1,  2000.  (Incorporated  by
               reference  to the  Company's  Annual  Report on Form 10-K for the
               year ended December 31, 1999.)

  10.26        Tax Sharing  Agreement  by and  between  Intelligroup,  Inc.  and
               SeraNova,  Inc.  dated as of January 1,  2000.  (Incorporated  by
               reference  to the  Company's  Annual  Report on Form 10-K for the
               year ended December 31, 1999.)

                                     - 25 -
<PAGE>

Exhibit No.                        Description of Exhibit
-----------                        ----------------------

  10.27*       Amended and Restated Revolving Credit Loan and Security Agreement
               among  the  Company,   Empower,   Inc.  and  PNC  Bank,  National
               Association.   (Incorporated   by  reference  to  the   Company's
               Quarterly  Report on Form  10-Q for the  quarter  ended  June 30,
               2000.)

  10.28        Amended and Restated  Promissory  Note by and between the Company
               and SeraNova,  Inc.  dated as of May 31, 2000.  (Incorporated  by
               reference to the Company's  Report on Form 8-K/A filed  September
               14, 2000.) See Exhibit 10.29

  10.29        Agreement  and  Waiver  with  respect  to  Amended  and  Restated
               Promissory  Note by and between the  Company and  SeraNova,  Inc.
               dated as of September 29, 2000. (Incorporated by reference to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               September 30, 2000.) See Exhibit 10.28

  10.30*       First Amendment to Employment  Agreement  between the Company and
               Nicholas Visco dated November 1, 2000.

  10.31        mySap.com Partner-Services Addendum effective June 7, 2000 to R/3
               National Logo Partner Agreement between SAPAmerica,  Inc. and the
               Company. See Exhibits 10.9, 10.10 and 10.21.

  10.32        Service Alliance Master Agreement and Addendums dated May 5, 2000
               between PeopleSoft, Inc. and the Company.

    21         Subsidiaries of the Registrant.

    23         Consent of Arthur Andersen LLP.

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

*     A management contract or compensatory plan or arrangement required to be
      filed as an exhibit pursuant to Item 14(c) of Form 10-K.

+     Filed herewith. All other exhibits previously filed.


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