Exhibit 31.2

CERTIFICATION PURSUANT

TO RULE 13a-14(a) OF THE EXCHANGE ACT

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|IMadhu
    Poomalil certify that:
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|                                  | 1. | I have reviewed this Quarterly
    Report on Form 10-Q of Intelligroup, Inc.;                                                                                                                                                                                                                                                                                              
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|                                  | 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;                 
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|                                  | 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;                                    
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|                                  | 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:
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|                                  |    | 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;
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|                                  |    | 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;                     
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|                                  |    | 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                                                                                                                   
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|                                  |    | d.                                                                                                                                                                                                                                                                                                                                                                          | disclosed in this Quarterly Report any change
        in the registrants internal control over financial reporting that
        occurred during the quarter ended June 30, 2005 that has materially affected,
        or is reasonably likely to materially affect, the registrants internal
    control over financial reporting;                                                                                             
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| | 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):
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|Date: November 9, 2005 | By: /s/ | Madhu Poomalil         
|---------------------- | ------- | -----------------------
|                       |         |                        
|                       |         | Madhu Poomalil         
|                       |         | Chief Financial Officer
|                       |         |                        

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