****Exhibit  31.2**

**CERTIFICATION PURSUANT**

TO      RULE 13a-14(a) OF THE EXCHANGE ACT
I    Madhu Poomalil certify that:      1.           I      have reviewed this Quarterly Report on Form 10-Q of Intelligroup, Inc.;  2.           Based      on my knowledge, this Quarterly Report does not contain any untrue statement      of a material fact or omit to state a material fact necessary to make the      statements made, in light of the circumstances under which such statements      were made, not misleading with respect to the period covered by this Quarterly      Report;  3.           Based      on my knowledge, the financial statements, and other financial information      included in this Quarterly Report, fairly present in all material respects      the financial condition, results of operations and cash flows of the registrant      as of, and for, the periods presented in this Quarterly Report;     4.           The      registrant’s other certifying officer and I are responsible for establishing      and maintaining disclosure controls and procedures (as defined in Exchange      Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting      (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant      and we have:   a.           designed      such disclosure controls and procedures, or have caused such disclosure      controls and procedures to be designed under our supervision, to ensure      that material information relating to the registrant, including its consolidated      subsidiaries, is made known to us by others within those entities, particularly      during the period in which this Quarterly Report is being prepared;      b.           designed      such internal controls over financial reporting, or caused such internal      control over financial reporting to be designed under our supervision, to      provide reasonable assurance regarding the reliability of financial reporting      and the preparation of financial statements for external purposes in accordance      with generally accepted accounting principles;      c.           evaluated      the effectiveness of the registrant’s disclosure controls and procedures      and presented in this Quarterly Report our conclusions about the effectiveness      of the disclosure controls and procedures, as of the period covered by this      report based on such evaluation; and      d.           disclosed      in this Quarterly Report any change in the registrant’s internal control      over financial reporting that occurred during the quarter ended March 31,      2005 that has materially affected, or is reasonably likely to materially      affect, the registrant’s internal control over financial reporting      ;    
 
 5. The      registrant’s other certifying officer and I have disclosed, based on      our most recent evaluation of internal control over financial reporting,      to the registrant’s auditors and the audit committee of the registrant’s      board of directors (or persons performing the equivalent function):      aall significant      deficiencies and material weaknesses in the design or operation of internal      controls over financial reporting which are reasonably likely to adversely      affect the registrant’s ability to record, process summarize and report      financial information; and      b.any fraud,      whether or not material, that involves management or other employees who      have a significant role in the registrant’s internal controls over      financial reporting.    DATE: November 9, 2005By:      /s/Madhu      Poomalil        Madhu      Poomalil                          Chief      Financial Officer                          **