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                                                                     Exhibit 14


                              [INTELLIGROUP LOGO]



                               Intelligroup, Inc.

                    2004 Code of Business Conduct and Ethics



         This Code of Business Conduct and Ethics (the "Code") sets forth legal
and ethical standards of conduct for directors, officers and employees of
Intelligroup, Inc. (the "Company"). This Code is intended to deter wrongdoing
and to promote the conduct of all Company business in accordance with high
standards of integrity and in compliance with all applicable laws and
regulations. This Code applies to the Company and all of its subsidiaries and
other business entities controlled by it worldwide.

         If you have any questions regarding this Code or its application to you
in any situation, you should contact your supervisor or the General Counsel.

Compliance with Laws, Rules and Regulations

         The Company requires that all employees, officers and directors comply
with all laws, rules and regulations applicable to the Company wherever it does
business. You are expected to use good judgment and common sense in seeking to
comply with all applicable laws, rules and regulations and to ask for advice
when you are uncertain about them.

         If you become aware of the violation of any law, rule or regulation by
the Company, whether by its officers, employees, directors, or any third party
doing business on behalf of the Company, it is your responsibility to promptly
report the matter to your supervisor or to the General Counsel. While it is the
Company's desire to address matters internally, nothing in this Code should
discourage you from reporting any illegal activity, including any violation of
the securities laws, antitrust laws, environmental laws or any other federal,
state or foreign law, rule or regulation, to the appropriate regulatory
authority. Employees, officers and directors shall not discharge, demote,
suspend, threaten, harass or in any other manner discriminate or retaliate
against an employee because he or she reports any such violation, unless it is
determined that the report was made with knowledge that it was false. This Code
should not be construed to prohibit you from testifying, participating or
otherwise assisting in any state or federal administrative, judicial or
legislative proceeding or investigation.


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Conflicts of Interest

         Employees, officers and directors must act in the best interests of the
Company. You must refrain from engaging in any activity or having a personal
interest that presents a "conflict of interest." A conflict of interest occurs
when your personal interest interferes, or appears to interfere, with the
interests of the Company. A conflict of interest can arise whenever you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities honestly, objectively
and effectively.

Insider Trading

         Employees, officers and directors who have material non-public
information about the Company or other companies, including our suppliers and
customers, as a result of their relationship with the Company are prohibited by
law and Company policy from trading in securities of the Company or such other
companies, as well as from communicating such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited insider trading and avoid even the appearance of an improper
transaction, the Company has adopted an Insider Trading Policy and a Corporate
Communications Policy.

         If you are uncertain about the constraints on your purchase or sale of
any Company securities or the securities of any other company that you are
familiar with by virtue of your relationship with the Company, you should
consult with the General Counsel before making any such purchase or sale.

Confidentiality

         Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or other companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or legally mandated. Unauthorized disclosure of any confidential
information is prohibited. Additionally, employees should take appropriate
precautions to ensure that confidential or sensitive business information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information
to perform their responsibilities for the Company.

         Third parties may ask you for information concerning the Company.
Subject to the exceptions noted in the preceding paragraph, employees, officers
and directors (other than the Company's authorized spokespersons) must not
discuss internal Company matters with, or disseminate internal Company
information to, anyone outside the Company, except as required in the
performance of their Company duties and after an appropriate confidentiality
agreement is in place. This prohibition applies particularly to inquiries
concerning the Company from the media, market professionals (such as securities
analysts, institutional investors, investment advisers, brokers and dealers) and
security holders. All responses to inquiries on behalf of the Company must be
made only by the Company's authorized spokespersons. If you receive any
inquiries of this nature, you must decline to comment and refer the inquirer to
your supervisor or one of the Company's authorized spokespersons. The Company's
policies with respect to public disclosure of internal matters are described
more fully in the Company's Disclosure Policy, which is available at the
Company's principal offices.


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         You also must abide by any lawful obligations that you have to your
former employer. These obligations may include restrictions on the use and
disclosure of confidential information, restrictions on the solicitation of
former colleagues to work at the Company and non-competition obligations.

Honest and Ethical Conduct and Fair Dealing

         Employees, officers and directors should endeavor to deal honestly,
ethically and fairly with the Company's suppliers, customers, competitors and
employees. Statements regarding the Company's products and services must not be
untrue, misleading, deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair-dealing practice.

Protection and Proper Use of Corporate Assets

         Employees, officers and directors should seek to protect the Company's
assets. Theft, carelessness and waste have a direct impact on the Company's
financial performance. Employees, officers and directors must use the Company's
assets and services solely for legitimate business purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.

         Employees, officers and directors must advance the Company's legitimate
interests when the opportunity to do so arises. You must not take for yourself
personal opportunities that are discovered through your position with the
Company or the use of property or information of the Company.

Gifts and Gratuities

         The use of Company funds or assets for gifts, gratuities or other
favors to employees or government officials is prohibited, except to the extent
such gifts are in compliance with applicable law, insignificant in amount and
not given in consideration or expectation of any action by the recipient.

         Employees, officers and directors must not accept, or permit any member
of his or her immediate family to accept, any gifts, gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company, other than items of insignificant value. Any gifts that are not of
insignificant value should be returned immediately and reported to your
supervisor. If immediate return is not practical, they should be given to the
Company for charitable disposition or such other disposition as the Company, in
its sole discretion, believes appropriate.


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         Common sense and moderation should prevail in business entertainment
engaged in on behalf of the Company. Employees, officers and directors should
provide, or accept, business entertainment to or from anyone doing business with
the Company only if the entertainment is infrequent, modest and intended to
serve legitimate business goals.

         Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer, give, solicit or receive any form of bribe or kickback anywhere
in the world.

Accuracy of Books and Records and Public Reports

         Employees, officers and directors must honestly and accurately report
all business transactions. You are responsible for the accuracy of your records
and reports. Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.

         All Company books, records and accounts shall be maintained in
accordance with all applicable regulations and standards and accurately reflect
the true nature of the transactions they record. The financial statements of the
Company shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.

         It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.

Concerns Regarding Accounting or Auditing Matters

         Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish, submit such
concerns or complaints in writing to the Company's Chief Executive Officer,
General Counsel, Chairman of the Board of Directors or Chair of the Audit
Committee at the Company's principal offices or may use the toll-free telephone
number distributed regularly. See "Reporting and Compliance Procedures." All
such concerns and complaints will be forwarded to the Audit Committee of the
Board of Directors, unless they are determined to be without merit by the
General Counsel and Chief Financial Officer of the Company. In any event, a
record of all complaints and concerns received will be provided to the Audit
Committee each fiscal quarter.

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         The Audit Committee will evaluate the merits of any concerns or
complaints received by it and authorize such follow-up actions, if any, as it
deems necessary or appropriate to address the substance of the concern or
complaint.

         The Company will not discipline, discriminate against or retaliate
against any employee who reports a complaint or concern, unless it is determined
that the report was made with knowledge that it was false.

Dealings with Independent Auditors

         No employee, officer or director shall, directly or indirectly, make or
cause to be made a materially false or misleading statement to an accountant in
connection with (or omit to state, or cause another person to omit to state, any
material fact necessary in order to make statements made, in light of the
circumstances under which such statements were made, not misleading to, an
accountant in connection with) any audit, review or examination of the Company's
financial statements or the preparation or filing of any document or report with
the SEC. No employee, officer or director shall, directly or indirectly, take
any action to coerce, manipulate, mislead or fraudulently influence any
independent public or certified public accountant engaged in the performance of
an audit or review of the Company's financial statement.

Waivers of this Code of Business Conduct and Ethics

         While some of the policies contained in this Code must be strictly
adhered to and no exceptions can be allowed, in other cases exceptions may be
appropriate. Any employee or officer who believes that an exception to any of
these policies is appropriate in his or her case should first contact the
General Counsel. If the General Counsel agrees that an exception is appropriate,
the approval of the Board of Directors must be obtained. The Board of Directors
shall be responsible for maintaining a record of all requests for exceptions to
any of these policies and the disposition of such requests.

         Any executive officer or director who seeks an exception to any of
these policies should contact the General Counsel. Any waiver of this Code for
executive officers or directors or any change to this Code that applies to
executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or stock market regulation.

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Reporting and Compliance Procedures

         Every employee, officer and director has the responsibility to ask
questions, seek guidance, report suspected violations and express concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related conduct that violates applicable law or this
Code should report such information to the General Counsel at the Company's
principal offices. You may report such conduct openly or anonymously without
fear of retaliation. The Company will not discipline, discriminate against or
retaliate against any employee who reports such conduct, unless it is determined
that the report was made with knowledge that it was false, or who cooperates in
any investigation or inquiry regarding such conduct. Upon receipt of a report,
the General Counsel must immediately inform the Board of Directors.

         You may report violations of this Code, on a confidential or anonymous
basis, by contacting the Company's General Counsel by fax, mail or e-mail at the
Company's principal offices. In addition, the Company has established a
toll-free telephone number which it distributes regularly where you can leave a
recorded message about any violation or suspected violation of this Code. While
we prefer that you identify yourself when reporting violations so that we may
follow up with you, as necessary, for additional information, you may leave
messages anonymously if you wish.

         If the General Counsel receives information regarding an alleged
violation of this Code, he or she shall, as appropriate, (a) evaluate such
information, (b) if the alleged violation involves an executive officer or a
director, inform the Chief Executive Officer and Board of Directors of the
alleged violation, (c) determine whether it is necessary to conduct an informal
inquiry or a formal investigation and, if so, initiate such inquiry or
investigation and (d) report the results of any such inquiry or investigation,
together with a recommendation as to disposition of the matter, to the Board of
Directors or the Qualified Legal Compliance Committee for action. Employees,
officers and directors are expected to cooperate fully with any inquiry or
investigation by the Company regarding an alleged violation of this Code.
Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, up to and including discharge.

         The Company shall determine whether violations of this Code have
occurred and, if so, shall determine the disciplinary measures to be taken
against any employee who has violated this Code. In the event that the alleged
violation involves an executive officer or a director, the Chief Executive
Officer and the Board of Directors, respectively, shall determine whether a
violation of this Code has occurred and, if so, shall determine the disciplinary
measures to be taken against such executive officer or director.

         Failure to comply with the standards outlined in this Code will result
in disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate governmental or regulatory authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

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Dissemination and Amendment

         This Code shall be distributed to each new employee, officer and
director of the Company upon commencement of his or her employment or other
relationship with the Company and shall also be distributed annually to each
employee, officer and director of the Company, and each employee, officer and
director shall certify that he or she has received, read and understood the Code
and has complied with its terms. The Company reserves the right to amend, alter
or terminate this Code at any time for any reason. The most current version of
this Code can be found in at the Company's principal offices. This document is
not an employment contract between the Company and any of its employees,
officers or directors.



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                              [INTELLIGROUP LOGO]


Certification


I, ______________________________ do hereby certify that:
        (Print Name Above)

         1. I have received and carefully read the Code of Business Conduct and
Ethics of Intelligroup, Inc..

         2. I understand the Code of Business Conduct and Ethics.

         3. I have complied and will continue to comply with the terms of the
Code of Business Conduct and Ethics.





Date:  __________________________           __________________________________
                                                       (Signature)



EACH EMPLOYEE, OFFICER AND DIRECTOR IS REQUIRED TO SIGN, DATE AND RETURN THIS
CERTIFICATION TO THE GENERAL COUNSEL WITHIN THIRTY (30) DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.