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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 2



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For Annual and Transition Reports Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934



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



For the fiscal year ended December 31, 2003



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



For the transition period from             to



Commission file number 0-23315



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enherent Corp.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 13-3914972                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|80 Lamberton Road, Windsor, Connecticut                        |  | 06095                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code: (860) 687-2200



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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|None                |  | None                                     



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

Common Stock, $.001 par value



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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 whether the registrant is an accelerated file (as defined in Rule 12b-2 of the
Act).    Yes ̈No  x



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 or any amendment to this Form
10-K. ̈



The aggregate market value of the registrants Common Stock held by non-affiliates of the registrant as of June 30, 2003, was approximately $371,513.



The number of shares outstanding of each of the
registrants classes of Common Stock, as of March 15, 2004 was approximately 17,718,854 shares.



Documents Incorporated by Reference



Portions of the registrants Proxy Statement for the 2004 Annual Meeting of Stockholders, to be held on May 5, 2004, are incorporated by reference
into Part III hereof.

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EXPLANATORY NOTE



This Amendment No. 2 to the Annual Report on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K for the year ended December
31, 2004 filed on March 30, 2004, as previously amended by Amendment No. 1 on Form 10-K/A filed on April 14, 2004 (such filings, the Original Filing). enherent Corp. (the Company or enherent) has filed this
Amendment to (i) amend Item 9A to change the date as of which the effectiveness of the design and operation of enherents disclosure controls and procedures were evaluated from September 30, 2003 to December 31, 2003 and disclose any change in
enherents internal control over financial reporting that occurred during enherents last fiscal quarter that has materially affected, or is reasonably likely to materially affect, enherents internal control over financial reporting;
(ii) replace Item 14 contained in the Original Filing, which enherent inadvertently did not update to comply with changes to Form 10-K, with the correct information that enherent intended to file under Item 14 in the Original Filing; and (iii)
update Item 15 to include new certifications as required by Item 601(b)(31) and (32) of Regulation S-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Items 9A, 14 and 15 as amended is set forth
below. The remainder of the Form 10-K is unchanged and is not reproduced in this Amendment. This Amendment speaks as of the original filing date of the Form 10-K and reflects only the changes discussed above. No other information included in the
Original Filing, including the Companys financial statements and the footnotes thereto, has been modified or updated in any way.



This Amendment should be read together with other documents that enherent has filed with the Securities and Exchange Commission subsequent to the filing
of our Original Filing. Information in such reports and documents updates and supersedes certain information contained in this Amendment. The filing of this Amendment shall not be deemed an admission that our Original Filing, when made, included any
known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.



PART II



Item 9A.Controls and Procedures



The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports
is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys Chief
Executive Officer and Senior Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Such controls and procedures, by their nature, can provide only reasonable assurance regarding managements control
objectives.



The Company carried out an evaluation, under the
supervision and with the participation of its management, including its Chief Executive Officer and Senior Financial Officer, on the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules
13a-15 and 15d-15 as of December 31, 2003. Based upon that evaluation, the Companys Chief Executive Officer and Senior Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them
to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys Exchange Act reports.



While the Company believes that its existing disclosure controls and procedures have been effective to accomplish their objectives, the Company intends to
continue to examine, refine and formulize its disclosure controls and procedures and to monitor ongoing developments in this area.



There was no change in the Companys internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the
fiscal quarter ended December 31, 2003 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART III



Item 14.Principal Accountant Fees and Services



The information called for by Item 14 with respect to principal accountant fees and services is incorporated herein by
reference to the material under the caption Appointment of Independent Public Accountants in the 2004 Proxy Statement.



PART IV



Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K



|    |  |     |  |                                                                                                                                                                                                                                       
|--- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | (1) |  | Financial Statements                                                                                                                                                                                                                  
|    |  |    
|    |  |     |  | See Index to Consolidated Financial Statements of enherent Corp. and Subsidiaries, on page F-1.                                                                                                                                       
|    |  |    
|    |  | (2) |  | Financial Statement Schedules                                                                                                                                                                                                         
|    |  |    
|    |  |     |  | See Valuation and Qualifying Accounts.                                                                                                                                                                                                
|    |  |    
|    |  |     |  | All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are
inapplicable and therefore have been omitted.
|    |  |    
|    |  | (3) |  | Exhibits                                                                                                                                                                                                                              



|            |  |                                                                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                         
|3.1         |  | Restated Certificate of Incorporation (Incorporated by referenced to Exhibit 4.1 of the Companys Form S-8 filed January 22, 1998).                                                                                                 
|            | 
|3.2         |  | Certificate of Amendment of Restated Certificate of Incorporation of enherent Corp. (Incorporated by reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K filed April 4,
2001).                                     
|            | 
|3.3         |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 4.2 of the Companys Form S-8 filed January 22, 1998).                                                                                                            
|            | 
|4.1         |  | Form of Certificate of Common Stock (Incorporated by reference to Exhibit 4.1 of the Companys Annual Report on Form 10-K filed March 22, 2002).                                                                                    
|            | 
|4.2         |  | Securities Purchase Agreement dated as of April 13, 2000, by and among PRT Group Inc. and the Investors named therein (Incorporated by reference to Exhibit 99.1 of the Companys Current
Report on Form 8-K filed April 14, 2000). 
|            | 
|4.3         |  | Form of Certificate of Designations (Incorporated by reference to Exhibit 99.2 of the Companys Current Report on Form 8-K filed April 14, 2000).                                                                                   
|            | 
|4.4         |  | Form of Warrant (Incorporated by reference to Exhibit 99.3 of the Companys Form 8-K filed April 14, 2000).                                                                                                                         
|            | 
|10.1        |  | Employment Agreement between James C. Minerly and the Company dated December 1, 2003 (Incorporated by reference to Exhibit 10.1 of the Companys Annual Report on Form 10-K filed March
30, 2004).                                  
|            | 
|10.2        |  | Employment Agreement between Douglas A. Catalano and the Company dated February 16, 2004, with Exhibit A and Amendment (Incorporated by reference to Exhibit 10.2 of the Companys Annual
Report on Form 10-K filed March 30, 2004).
|            | 
|10.3        |  | Amended and Restated 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Companys Form S-8 filed January 22, 1998).                                                                                        
|            | 
|14.1        |  | Code of Ethics and Business Conduct for Officers, Directors and Employees of enherent Corp. (Incorporated by reference to Exhibit 14.1 of the Companys Annual Report on Form 10-K filed
March 30, 2004).                           



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|     |  |                                                                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21.1 |  | List of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Companys Annual Report on Form 10-K filed March 30, 2004).                                                  
|     | 
|23.1 |  | Consent of Ernst & Young LLP, dated April 8, 2004 (Incorporated by reference to Exhibit 23.1 of the Companys Amendment No. 1 to Annual Report on Form 10-K/A filed April 14,
2004).
|     | 
|31.1 |  | Section 302 Certification of Chief Executive Officer (certification required pursuant to Rule 13a-14(a) and 15d-14(a)) (filed herewith).                                            
|     | 
|31.2 |  | Section 302 Certification of Senior Financial Officer (certification required pursuant to Rule 13a-14(a) and 15d-14(a)) (filed herewith).                                           
|     | 
|32.1 |  | Section 906 Certification of Chief Executive Officer (certification required pursuant to 18 U.S.C. 1350) (filed herewith).                                                          
|     | 
|32.2 |  | Section 906 Certification of Senior Financial Officer (certification required pursuant to 18 U.S.C. 1350) (filed herewith).                                                         



SIGNATURE



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.



|                       |  |                |  |                                                
|---------------------- |  | -------------- |  | -----------------------------------------------
|                       |  | enherent Corp.
|                       |  |               
|                       |  | By:            |  | /s/ Douglas A. Catalano                        
|Date: January 25, 2005 |  |                |  | Douglas A. Catalano                            
|                       |  |                |  | Chairman, Chief Executive Officer and President



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