SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 1998
                           Commission File No. 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)

517 Route One South, Iselin, New Jersey                                    08830
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                                 (732) 750-1600
                         ------------------------------
                         (Registrant's Telephone Number,
                              Including Area Code)

         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 the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of August 3, 1998:

     Class                                                      Number of Shares
     -----                                                      ----------------
Common Stock, $.01 par value                                       12,587,258


<PAGE>

                       INTELLIGROUP, INC. and SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
PART I.  FINANCIAL INFORMATION

       Item 1. Consolidated Financial Statements.......................    1

               Consolidated Balance Sheets
               as of June 30, 1998 (unaudited)
               and December 31, 1997 ..................................    2

               Consolidated Statements of Income and Comprehensive 
               Income for the Three Months Ended
               June 30, 1998 and 1997 (unaudited)......................    3

               Consolidated Statements of Cash Flows
               for the Three Months Ended
               June 30, 1998 and 1997 (unaudited)......................    4

               Notes to Consolidated Financial Statements (unaudited)..    5

       Item 2. Management's Discussion and Analysis of
               Results of Operations and Financial Condition ..........    7

PART II.  OTHER INFORMATION

       Item 1. Legal Proceedings.......................................   15

       Item 2. Changes in Securities and Use of Proceeds...............   16

       Item 4. Submission of Matters to a Vote of Security Holders.....   17

       Item 5. Other Information.......................................   18

       Item 6. Exhibits and Reports on Form 8-K........................   19

SIGNATURES.............................................................   20


                                      -i-

<PAGE>



                          PART I. FINANCIAL INFORMATION

                   Item 1. Consolidated Financial Statements



                                      -1-
<PAGE>
<TABLE>
                       INTELLIGROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                       June 30, 1998 and December 31, 1997


                                                                                                   June 30,          December 31,
                                                                                                     1998                1997
                                                                                                 -----------         ------------
                                                                                                 (unaudited)
<CAPTION>

                                 Assets
<S>                                                                                              <C>                 <C>         
Current Assets:
     Cash and cash equivalents ...........................................................       $  2,610,000        $  8,391,000
     Accounts receivable, less allowance for doubtful accounts of $1,470,000
         at June 30, 1998 and $799,000 at December 31, 1997 ..............................         27,341,000          17,668,000
     Unbilled services ...................................................................          8,915,000           7,834,000
     Deferred income taxes ...............................................................            404,000             404,000
     Other current assets ................................................................          1,768,000             668,000
                                                                                                 ------------        ------------
         Total current assets ............................................................         41,038,000          34,965,000

Equipment, net ...........................................................................          5,738,000           3,366,000
Cost in excess of fair value of net assets acquired, net .................................          4,458,000                  --
Other assets .............................................................................          1,230,000             337,000
                                                                                                 ------------        ------------
                                                                                                 $ 52,464,000        $ 38,668,000
                                                                                                 ============        ============

                  Liabilities and Shareholders' Equity
Current Liabilities:
     Accounts payable ....................................................................       $  3,294,000        $  1,353,000
     Accrued payroll and related taxes ...................................................          3,959,000           2,636,000
     Accrued expenses and other liabilities ..............................................          4,476,000           1,074,000
     Income taxes payable ................................................................            767,000             901,000
     Current portion of obligations under capital leases .................................             21,000              20,000
                                                                                                 ------------        ------------
         Total current liabilities .......................................................         12,517,000           5,984,000


Obligations under capital leases, less current portion ...................................             26,000              51,000

Deferred income taxes ....................................................................            203,000             171,000

Commitments and contingencies ............................................................                 --                  --

Shareholders' Equity
     Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued
         or outstanding ..................................................................                 --                  --
     Common stock, $.01 par value, 25,000,000 shares authorized;
         12,571,392 and 11,987,981 shares issued and outstanding at
         June 30, 1998 and December 31, 1997, respectively ...............................            126,000             120,000
     Additional paid-in capital ..........................................................         33,682,000          30,175,000
     Retained earnings ...................................................................          6,429,000           2,325,000
     Currency translation adjustments ....................................................           (519,000)           (158,000)
                                                                                                 ------------        ------------
         Total shareholders' equity ......................................................         39,718,000          32,462,000
                                                                                                 ------------        ------------
                                                                                                 $ 52,464,000        $ 38,668,000
                                                                                                 ============        ============

                                   See accompanying notes to consolidated financial statements.
</TABLE>

                                      -2-
<PAGE>

<TABLE>

                       INTELLIGROUP, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
        For the Three Months and Six Months Ended June 30, 1998 and 1997
                                   (unaudited)

<CAPTION>
                                                                Three Months Ended  June 30,           Six Months Ended June 30,
                                                              -------------------------------      -------------------------------
                                                                  1998                1997              1998                1997
                                                              ------------       ------------      ------------       ------------
<S>                                                           <C>                <C>               <C>                <C>         
Revenue ................................................      $ 32,798,000       $ 19,155,000      $ 60,121,000       $ 34,893,000
Cost of sales ..........................................        20,531,000         12,956,000        38,474,000         24,292,000
                                                              ------------       ------------      ------------       ------------
         Gross profit ..................................        12,267,000          6,199,000        21,647,000         10,601,000

Selling, general and administrative expenses ...........         8,727,000          4,389,000        15,619,000          7,474,000
Acquisition expenses ...................................           434,000               --             434,000               --
                                                              ------------       ------------      ------------       ------------
         Operating expenses ............................         9,161,000          4,389,000        16,053,000          7,474,000
                                                              ------------       ------------      ------------       ------------

         Operating income ..............................         3,106,000          1,810,000         5,594,000          3,127,000

Interest income ........................................            21,000             44,000           101,000            122,000
                                                              ------------       ------------      ------------       ------------

Income before provision for income taxes ...............         3,127,000          1,854,000         5,695,000          3,249,000

Provision for income taxes .............................           943,000            686,000         1,669,000          1,245,000
                                                              ------------       ------------      ------------       ------------

Net income .............................................      $  2,184,000       $  1,168,000      $  4,026,000       $  2,004,000
                                                              ============       ============      ============       ============

Earnings per share:
     Basic earnings per share:
             Net income per share ......................      $       0.18       $       0.11      $       0.33       $       0.19
                                                              ============       ============      ============       ============
                                                                                                   
                                                                                                   
         Weighted average number of
          common shares - Basic ........................        12,290,000         10,787,000        12,145,000         10,761,000
                                                              ============       ============      ============       ============

     Diluted earnings per share:
             Net income per share ......................      $       0.17       $       0.11      $       0.32       $       0.18
                                                              ============       ============      ============       ============

         Weighted average number of
          common shares - Diluted ......................        12,714,000         10,884,000        12,565,000         10,859,000
                                                              ============       ============      ============       ============

Comprehensive Income

Net income .............................................      $  2,184,000       $  1,168,000      $  4,026,000       $  2,004,000

Other comprehensive income -
         Currency translation adjustments ..............          (289,000)                --          (361,000)                --
                                                              ------------       ------------      ------------       ------------

Comprehensive income ...................................      $  1,895,000       $  1,168,000      $  3,665,000       $  2,004,000
                                                              ============       ============      ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      -3-
<PAGE>


<TABLE>

                       INTELLIGROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Six Months Ended June 30, 1998 and 1997
                                   (unaudited)
<CAPTION>

                                                                                 June 30,          June 30,
                                                                                   1998              1997

Cash flows from operating activities:
<S>                                                                            <C>                <C>        
     Net income ........................................................       $ 4,026,000        $ 2,004,000
     Adjustments to reconcile net income to net cash
         used in operating activities:
         Depreciation and amortization .................................           425,000            182,000
         Provision for doubtful accounts ...............................           610,000             75,000
         Deferred income taxes .........................................            32,000                 --
     Changes in operating assets and liabilities:
         Accounts receivable ...........................................        (9,149,000)        (3,284,000)
         Unbilled services .............................................        (1,060,000)        (2,533,000)
         Other current assets ..........................................        (1,076,000)          (154,000)
         Other assets ..................................................          (894,000)          (217,000)
         Accounts payable ..............................................         1,649,000            481,000
         Accrued payroll and related taxes .............................         1,323,000            749,000
         Accrued expenses and other liabilities ........................         1,484,000           (385,000)
         Income taxes payable ..........................................          (440,000)          (535,000)
                                                                               -----------        -----------
             Net cash used in operating activities .....................        (3,070,000)        (3,617,000)

Cash flows from investing activities:
     Purchase of equipment .............................................        (2,708,000)        (1,562,000)

Cash flows from financing activities:
     Proceeds from exercise of stock options ...........................           382,000            342,000
     Principal payments under capital leases ...........................           (24,000)            (4,000)
                                                                               -----------        -----------
             Net cash provided by financing activities .................           358,000            338,000

     Effect of foreign currency exchange rate changes on cash ..........          (361,000)                --
                                                                               -----------        -----------
             Net decrease in cash and cash equivalents .................        (5,781,000)        (4,841,000)
Cash and cash equivalents at beginning of period .......................         8,391,000          7,479,000
                                                                               -----------        -----------
Cash and cash equivalents at end of period .............................       $ 2,610,000        $ 2,638,000
                                                                               ===========        ===========
</TABLE>

                                                     -4-
<PAGE>

                       INTELLIGROUP, INC. and SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


(1) Basis of Presentation
-------------------------


         The  consolidated   financial  statements  and  accompanying  financial
information  as of June 30, 1998 and for the three and six months ended June 30,
1998 and 1997 are  unaudited  and,  in the  opinion of  management,  include all
adjustments  (consisting only of normal recurring adjustments) which the Company
considers  necessary for a fair  presentation  of the financial  position of the
Company  at such  dates  and the  operating  results  and cash  flows  for those
periods.  The  financial  statements  included  herein  have  been  prepared  in
accordance with generally accepted accounting principles and the instructions of
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted.  These  financial  statements  should be read in  conjunction  with the
Company's  audited  financial  statements  for the year ended December 31, 1997,
which were included as part of the Company's Form 10-KSB.

         Results for interim periods are not  necessarily  indicative of results
for the entire year.

(2) Earnings Per Share
----------------------

         In 1997,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standards No. 128 "Earnings per Share" ("SFAS
128") which has replaced  the former rules for earnings per share  computations,
presentation and disclosure. Under the new standard, basic earnings per share is
computed by dividing  income  available to common  shareholders  by the weighted
average number of common stock outstanding for the period.  Diluted earnings per
share  reflects the  potential  dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.

         The Company has adopted SFAS 128 and, as required by the standard,  has
restated all prior period  earnings per share data.  The  Company's new earnings
per share amounts as calculated under SFAS 128 are not materially different from
those computed under the former accounting standard.




                                      -5-
<PAGE>


         A   reconciliation   of  weighted   average  number  of  common  shares
outstanding to weighted average common shares  outstanding  assuming dilution is
as follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,     Six Months Ended June 30,
                                                      ---------------------------     -------------------------
                                                           1998         1997             1998           1997
                                                           ----         ----             ----           ----
<S>                                                    <C>            <C>            <C>            <C>
Weighted average number of common
shares                                                 12,290,000     10,787,000     12,145,000     10,761,000
Common share equivalents of outstanding
stock options                                             424,000         97,000        420,000         98,000
                                                       ----------     ----------     ----------     ----------
Weighted average number of common
shares assuming dilution                               12,714,000     10,884,000     12,565,000     10,859,000
                                                       ==========     ==========     ==========     ==========
</TABLE>


         Certain stock options outstanding at June 30, 1998 were not included in
the  computations of earnings per share assuming  dilution  because the options'
exercise prices were greater than the average price of the common shares.

(3) Comprehensive Income
------------------------

         Effective  January 1, 1998, the Company  adopted the provisions of SFAS
No. 130,  "Reporting  Comprehensive  Income,"  which  establishes  standards for
reporting comprehensive income and its components. In June 1997, the FASB issued
SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information,"  which establishes  revised reporting and disclosure  requirements
for operating segments. These standards increase financial reporting disclosures
and  have  no  impact  on the  Company's  financial  position  or  results  from
operations.

(4) Acquisitions
----------------

         On May 7, 1998, the Company  acquired thirty percent of the outstanding
share capital of CPI  Consulting  Limited.  The  acquisition  of CPI  Consulting
Limited was accounted for utilizing purchase accounting.  The consideration paid
by the Company  included the issuance of 165,696 shares of the Company's  Common
Stock with a fair market value of $3.1  million,  and a future  liability to the
sellers  predicated  upon  operating  results for the balance of 1998,  which is
currently estimated at $1.2 million.  The excess of purchase price over the fair
value of the net assets acquired was attributed to intangible assets,  amounting
in the  aggregate  to  $4.5  million,  which  was  recorded  at the  time of the
purchase.

         On May 21,  1998,  the Company  acquired all of the  outstanding  share
capital of CPI Resources  Limited.  The acquisition of CPI Resources Limited was
accounted  for as a pooling  of  interests.  Prior  year  results  have not been
restated  due to  immateriality.  As  consideration  for this  acquisition,  the
Company issued 371,000 shares of the Company's  Common Stock. At the time of the
acquisition,  CPI Resources  Limited owned  seventy  percent of the  outstanding
share capital of CPI Consulting  Limited.  In connection with this  acquisition,
the Company incurred one-time costs of $434,000.



                                      -6-
<PAGE>

Item 2.     Management's  Discussion  and  Analysis of Results of Operations and
------      Financial Condition.
            --------------------------------------------------------------------
General
-------

         The Company provides a wide range of information  technology  services,
including  enterprise-wide  business process  solutions,  internet  applications
services,  systems integration and custom software  development based on leading
technologies.  The Company has grown rapidly since 1994 when it made a strategic
decision  to  diversify  its  customer  base  by  expanding  the  scope  of  its
integration  and  development  services and to utilize SAP software as a primary
tool to implement  enterprise-wide  business  process  solutions.  In 1995,  the
Company became an SAP National  Implementation Partner and also began to utilize
Oracle  products  to  diversify  its  service  offerings.  In 1997,  the Company
achieved  National Logo Partner status with SAP. The Company's  current contract
with SAP expires on December 31, 1998 and  provides  for an  automatic  one-year
renewal  period  unless  either party  provides at least six weeks prior written
notice of its intention not to renew. This agreement contains no minimum revenue
requirements or cost sharing  arrangements  and does not provide for commissions
or royalties to either party. In July 1997, the Company achieved  AcceleratedSAP
Partner Status with SAP by meeting certain performance  criteria  established by
SAP.  Also,  in 1997,  the Company began to provide  implementation  services to
PeopleSoft and Baan  licensees to further  diversify its service  offerings.  In
July 1997,  the  Company  was awarded an  implementation  partnership  status by
PeopleSoft.  In  September  1997,  the  Company  was  awarded  an  international
consulting  partnership status by Baan. The Company recently expanded its Oracle
applications implementation services practice and added upgrade services to meet
market demand of mid-size to large companies that are  implementing or upgrading
Oracle applications

         The Company generates  revenue from  professional  services rendered to
customers.  Revenue is  recognized  as services  are  performed.  The  Company's
services   range  from  providing   customers   with  a  single   consultant  to
multi-personnel  full-scale projects. The Company provides these services to its
customers  primarily  on a time and  materials  basis and  pursuant  to  written
contracts which can be terminated  with limited  advance  notice,  typically not
more than 30 days, and without  significant  penalty,  generally limited to fees
earned and expenses incurred by the Company through the date of termination. The
Company provides its services directly to end-user  organizations or as a member
of a consulting team assembled by another information technology consulting firm
to Fortune 1000 and other large and mid-sized  companies.  The Company generally
bills its customers semi-monthly for the services provided by its consultants at
contracted rates. Where contractual provisions permit, customers also are billed
for reimbursement of expenses incurred by the Company on the customers' behalf.

         The Company has provided  services on certain  projects in which it, at
the request of the  clients,  offered a fixed price for its  services,  however,
none  of  these  projects  is  currently  material  to the  Company's  business,
financial condition and results of operations.  The Company believes that, as it
pursues its strategy of making  turnkey  project  management a larger portion of
its business,  it will continue to offer fixed price  projects.  The Company has
had  limited  prior  experience  in pricing  and  performing  under  fixed price
arrangements and believes that there are 


                                      -7-
<PAGE>

certain risks related thereto,  and thus prices such arrangements to reflect the
associated  risk.  There can be no  assurance  that the Company  will be able to
complete such projects within the fixed price timeframes. The failure to perform
within  such  fixed  price  contracts,  if entered  into,  could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

         The Company has derived and believes  that it will continue to derive a
significant  portion  of its  revenue  from a limited  number of  customers  and
projects. For the six months ended June 30, 1998 and the year ended December 31,
1997,  the  Company's  ten  largest  customers  accounted  for in the  aggregate
approximately  44% and 54% of its revenue,  respectively.  During the six months
ended  June 30,  1998,  Bristol-Myers  Squibb  accounted  for  more  than 10% of
revenue.  During the year ended  December 31, 1997,  PricewaterhouseCoopers  LLP
(formerly Price Waterhouse LLP) and Bristol-Myers Squibb each accounted for more
than 10% of revenue.  For the six months  ended June 30, 1998 and the year ended
December 31, 1997, 36% and 38% of the Company's revenue was generated by serving
as a member  of  consulting  teams  assembled  by other  information  technology
consulting  firms.  There can be no assurance that such  information  technology
consulting  firms will  continue  to engage the Company in the future at current
levels of  retention,  if at all.  During the six months ended June 30, 1998 and
the year ended December 31, 1997, 65% and 68% of the Company's total revenue was
derived from  projects in which the Company  implemented  software  developed by
SAP. Of the Company's total revenue for each respective  period, 14% was derived
from  projects in which the Company  implemented  software  developed by Oracle.
During the six months ended June 30, 1998,  approximately  48% of the  Company's
revenue was derived from engagements in which the Company had project management
responsibilities, compared to 33% during the year ended December 31, 1997.

         The Company's  most  significant  cost is project  personnel  expenses,
which consist of consultant  salaries,  benefits and  payroll-related  expenses.
Thus, the Company's financial performance is based primarily upon billing margin
(billable  hourly rate less the cost to the Company of a consultant on an hourly
basis) and personnel  utilization  rates (billable hours divided by paid hours).
The Company believes that turnkey project management assignments typically carry
higher  margins.  The Company has been  shifting to such  higher-margin  turnkey
management  assignments and more complex  projects by leveraging its reputation,
existing capabilities, proprietary implementation methodology, development tools
and offshore development  capabilities with expanded sales and marketing efforts
and new service  offerings to develop turnkey project sales  opportunities  with
both new and existing  customers.  The Company's inability to continue its shift
to higher-margin  turnkey  management  assignments and more complex projects may
adversely impact the Company's future growth.

         Since late 1994,  the Company has made  substantial  investments in its
infrastructure in order to support its rapid growth.  For example,  in 1994, the
Company  established  and funded an Advanced  Development  Center (the "ADC") in
India,  and in 1995  established  a sales  office  in  Northern  California.  In
addition,  from 1994 to date,  the  Company  has  incurred  expenses  to develop
proprietary  development  tools and its proprietary  accelerated  implementation
methodology and toolset. Commencing in 1995, the Company has been increasing its
sales force and its marketing, finance, accounting and administrative staff.



                                      -8-
<PAGE>

         The  Company  currently  maintains  sales  and  operations  offices  in
Chicago,  Detroit,  Foster City (California),  Reston (Virginia) and Washington,
D.C.  In addition to the ADC and sales  offices in India,  the Company  also has
offices in,  Australia,  Denmark,  Japan, New Zealand,  Singapore and the United
Kingdom. The Company has reviewed the adequacy of its leased facilities in light
of its expanded staff and has executed a lease for  approximately  48,475 square
feet, in Edison, New Jersey for an initial term of 10 years. The Company expects
to move its headquarters to such location in September 1998. The Company expects
to be able to sublet its current  headquarters  for the remainder of the term of
its sublease,  which expires  November 15, 1999; and is currently  negotiating a
sub-lease agreement which it expects will become effective in September.

         This Form 10-Q contains  forward-looking  statements within the meaning
of Section 21E of the  Securities  Exchange Act of 1934, as amended,  including,
without  limitation,  statements  regarding the Company's  intention to shift to
higher margin turnkey  management  assignments and more complex  projects and to
utilize its proprietary  implementation  methodology in an increasing  number of
projects.  Such  forward-looking  statements  include  risks and  uncertainties,
including,  but not limited to: (i) the substantial variability of the Company's
quarterly  operating  results caused by a variety of factors,  many of which are
not within the Company's  control,  including (a) seasonal  patterns of hardware
and  software  capital  spending  by  customers,   (b)  information   technology
outsourcing trends, (c) the timing, size and stage of projects,  (d) new service
introductions  by the Company or its  competitors  and the timing of new product
introductions by the Company's ERP partners, (e) levels of market acceptance for
the Company's services,  (f) the hiring of additional staff; (ii) changes in the
Company's billing and employee utilization rates; (iii) the Company's ability to
manage its growth  effectively,  which will  require the Company (a) to continue
developing and improving its operational,  financial and other internal systems,
as well as its business development capabilities, (b) to attract, train, retain,
motivate  and manage its  employees,  (c) to continue to maintain  high rates of
employee  utilization at profitable  billing rates and, (d) to maintain  project
quality,  particularly if the size and scope of the Company's projects increase;
(iv) the Company's ability to maintain an effective  internal control structure;
(v) the Company's limited operating history within its current line of business;
(vi) the Company's reliance on a continued relationship with SAP America and the
Company's  present  status as a SAP National Logo  Partner;  (vii) the Company's
substantial  reliance on key  customers  and large  projects;  (viii) the highly
competitive nature of the markets for the Company's services; (ix) the Company's
ability  to   successfully   address  the  continuing   changes  in  information
technology,  evolving industry  standards and changing  customer  objectives and
preferences;  (x) the Company's  reliance on the  continued  services of its key
executive officers and leading technical  personnel;  (xi) the Company's ability
to attract and retain a  sufficient  number of highly  skilled  employees in the
future;  (xii) the progress the Company may have at  continuing to diversify its
offerings,  including growth in its Oracle, Baan and PeopleSoft services; (xiii)
uncertainties  resulting  from  pending  litigation  matters and from  potential
administrative  and regulatory  immigration  and tax law matters;  and (xiv) the
Company's  ability to protect its intellectual  property  rights.  The Company's
actual  results  may  differ  materially  from  the  results  disclosed  in such
forward-looking statements.



                                      -9-
<PAGE>


Results of Operations
---------------------

         The  following  table  sets  forth for the  periods  indicated  certain
financial data as a percentage of revenue:

<TABLE>
<CAPTION>
                                                         Percentage of Revenue
                                         -------------------------------------------------------
                                         Three Months Ended June 30,   Six Months Ended June 30,
                                         ---------------------------   -------------------------
                                                          1998        1997       1998      1997
                                                         ------      ------     ------    ------
<S>                                                       <C>        <C>        <C>        <C>   
Revenue ...........................................       100.0%     100.0%     100.0%     100.0%
Cost of sales .....................................        62.6       67.6       64.0       69.6
                                                          -----      -----      -----      -----
    Gross profit ..................................        37.4       32.4       36.0       30.4
Selling, general and administrative
expenses ..........................................        26.6       22.9       26.0       21.4
Acquisition expenses ..............................         1.3         --        0.7         --
                                                          -----      -----      -----      -----
    Operating income ..............................         9.5        9.5        9.3        9.0
Interest income ...................................         0.0        0.2        0.2        0.3
                                                          -----      -----      -----      -----
Income before provision for income taxes ..........         9.5        9.7        9.5        9.3
Provision for income taxes ........................         2.8        3.6        2.8        3.6
                                                          -----      -----      -----      -----
Net income ........................................         6.7%       6.1%       6.7%       5.7%
                                                          =====      =====      =====      =====
</TABLE>


Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
-----------------------------------------------------------------------------

         Revenue.  Revenue  increased  by 71.2%,  or $13.6  million,  from $19.2
million  during the three months ended June 30, 1997 to $32.8 million during the
three months ended June 30, 1998.  This increase was  attributable  primarily to
increased  demand  for  the  Company's  SAP-related   implementation  consulting
services and, to a lesser extent,  to increased demand for the Company's systems
integration and custom software development services.

         Gross profit.  The Company's cost of sales includes  primarily the cost
of salaries to consultants and related employee  benefits and payroll taxes. The
Company's cost of sales increased by 58.5%, or $7.6 million,  from $13.0 million
during the three  months ended June 30, 1997 to $20.5  million  during the three
months ended June 30, 1998.  The increase was due to increased  personnel  costs
resulting  from the hiring of additional  consultants to support the increase in
demand for the  Company's  services.  The  Company's  gross profit  increased by
97.9%, or $6.1 million, from $6.2 million during the three months ended June 30,
1997 to $12.3 million during the three months ended June 30, 1998.  Gross profit
margin  increased  from 32.4% of revenue  during the three months ended June 30,
1997 to 37.4% of  revenue  during the three  months  ended  June 30,  1998.  The
increase  in such  gross  profit  margin was  attributable  to the  increase  in
implementation service projects, an increase in utilization and improved billing
margins.

         Selling,  general and  administrative  expenses.  Selling,  general and
administrative  expenses consist  primarily of  administrative  salaries,  sales
personnel compensation,  travel and entertainment,  some of the costs associated
with the ADC and  related  development  costs and  professional  fees.  Selling,
general and administrative  expenses  increased by 98.8%, or $4.3 million,  from
$4.4 million  during the three months ended June 30, 1997 to $8.7 million during


                                      -10-
<PAGE>

the three months ended June 30, 1998,  and  increased as a percentage of revenue
from 22.9% to 26.6% of  revenue.  The  increases  in such  expenses  in absolute
dollars and as a percentage  of revenue were due  primarily to the  expansion of
the  Company's  sales  and  marketing  activities,   and  increased  travel  and
entertainment  expenses due to the growth of the business and the employee base.
These  expenses  were incurred to support the  continued  revenue  growth of the
Company in the United States and abroad.  In addition,  such expenses  increased
due to increased sales and management  recruiting costs, support services and an
increase in the provision for doubtful accounts.

         Acquisition  expense.  During the three months ended June 30, 1998, the
Company  incurred  costs of $434,000 in connection  with the  acquisition of CPI
Resources  Limited,  which was accounted  for as a pooling of  interests.  These
costs primarily consisted of professional fees associated with the acquisition.

         Interest  income.  Interest income has been earned on interest  bearing
cash  accounts  and  short  term  investments.  In  accordance  with  investment
guidelines approved by the Company's Board of Directors, cash balances in excess
of those  required to fund  operations  have been  invested in  short-term  U.S.
Treasury  securities  and  commercial  paper with a credit  rating no lower than
A1/P1.

         Provision  for Income Taxes.  The Company's  effective tax rate was 30%
and 37%  for  the  three  months  ended  June  30,  1998,  and  June  30,  1997,
respectively.  In 1996, the Company elected a five year tax holiday in India, in
accordance with a local tax incentive  program whereby no income tax will be due
in such  period.  For the three  months  ended June 30,  1998,  the tax  holiday
favorably impacted the Company's  effective tax rate by approximately 11%, while
the effect was not significant in the three months ended June 30, 1997.


Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
-------------------------------------------------------------------------

         Revenue.  Revenue  increased  by 72.3%,  or $25.2  million,  from $34.9
million  during the six months ended June 30, 1997 to $60.1  million  during the
six months ended June 30, 1998.  This  increase  was  attributable  primarily to
increased  demand  for  the  Company's  SAP-related   implementation  consulting
services and, to a lesser extent,  to increased demand for the Company's systems
integration and custom software development services.

         Gross profit.  The Company's cost of sales increased by 58.4%, or $14.2
million,  from $24.3 million  during the six months ended June 30, 1997 to $38.5
million  during the six months  ended June 30,  1998.  The  increase  was due to
increased personnel costs resulting from the hiring of additional consultants to
support the increase in demand for the Company's  services.  The Company's gross
profit  increased by 104.2% or $11.0 million,  from $10.6 million during the six
months ended June 30, 1997 to $21.6 million during the six months ended June 30,
1998.  Gross profit margin increased from 30.4% of revenue during the six months
ended  June 30,  1997 to 36.0% of revenue  during the six months  ended June 30,
1998. The increase in such gross profit margin was  attributable to the increase
in  implementation  service  projects,  an increase in utilization  and improved
billing margins.

                                      -11-
<PAGE>
         Selling,  general and  administrative  expenses.  Selling,  general and
administrative  expenses  increased by 109% or $8.1  million,  from $7.5 million
during the six months ended June 30, 1997 to $15.6 million during the six months
ended June 30, 1998,  and  increased  as a  percentage  of revenue from 21.4% to
26.0% of revenue.  The increases in such  expenses in absolute  dollars and as a
percentage of revenue were due primarily to the expansion of the Company's sales
and marketing activities, and increased travel and entertainment expenses due to
the growth of the business and the employee  base.  These expenses were incurred
to support the continued  revenue growth of the Company in the United States and
abroad.  In  addition,  such  expenses  increased  due to  increased  sales  and
management  recruiting costs,  support services and an increase in the provision
for doubtful accounts.

         Acquisition  expense.  During the six months ended June 30,  1998,  the
Company  incurred  costs of $434,000 in connection  with the  acquisition of CPI
Resources  Limited,  which was accounted  for as a pooling of  interests.  These
costs primarily consisted of professional fees associated with the acquisition.

         Interest  income.  Interest income has been earned on interest  bearing
cash  accounts  and  short  term  investments.  In  accordance  with  investment
guidelines approved by the Company's Board of Directors, cash balances in excess
of those  required to fund  operations  have been  invested in  short-term  U.S.
Treasury  securities  and  commercial  paper with a credit  rating no lower than
A1/P1.

         Provision  for Income Taxes.  The Company's  effective tax rate was 29%
and 38% for the six months ended June 30, 1998, and June 30, 1997, respectively.
In 1996,  the Company  elected a five year tax holiday in India,  in  accordance
with a local tax  incentive  program  whereby  no income tax will be due in such
period.  For the six  months  ended June 30,  1998,  the tax  holiday  favorably
impacted the Company's effective tax rate by approximately 12%, while the effect
was not significant in the six months ended June 30, 1997.

Backlog
-------

         The Company  normally enters into written  contracts with its customers
at the time it commences  work on a project.  These  written  contracts  contain
varying terms and  conditions  and the Company does not generally  believe it is
appropriate  to  characterize  such written  contracts as creating  backlog.  In
addition, because these written contracts often provide that the arrangement can
be terminated with limited advance notice and without significant  penalty,  the
Company does not believe that projects in process at any one time are a reliable
indicator or measure of expected  future  revenue.  In the event that a customer
terminates  a project,  the  customer  remains  obligated to pay the Company for
services performed by it through the date of termination.



                                      -12-
<PAGE>

Liquidity and Capital Resources
-------------------------------

         The Company funds its  operations  primarily  from cash flow  generated
from operations,  and to a lesser extent,  from cash balances generated from the
Company's initial and follow-on public offerings consummated in October 1996 and
July 1997, respectively.

         The Company had cash and cash  equivalents  of $2.6 million at June 30,
1998, and $8.4 million at December 31, 1997. The Company had working  capital of
$28.7 million at June 30, 1998, and $29.0 million at December 31, 1997.

         Cash used in  operating  activities  was $3.1  million  during  the six
months  ended June 30,  1998,  resulting  primarily  from the growth in accounts
receivable and unbilled services.  Cash used in operating activities for the six
months ended June 30, 1997 was $3.6 million.

         The  Company  invested  $2.7  million  and  $1.6  million  in  computer
equipment  and  furniture  during the six months  ended June 30,  1998 and 1997,
respectively.  The Company has outstanding commitments of approximately $882,000
related to  furniture  and  fixtures  for the new  headquarters  in Edison,  New
Jersey.  The Company  made  advance  payments of $283,000  during the six months
ended June 30,  1998  toward  these  commitments,  which is  presented  in other
current assets on the June 30, 1998 balance sheet.

         In January 1997,  and as later amended on August 18, 1997,  the Company
entered into a two-year  credit  agreement with a bank (the "Bank").  The credit
facility with the Bank has two  components  comprised of (i) a revolving line of
credit pursuant to which the Company may borrow up to $7.5 million either at the
Bank's prime rate per annum or the EuroRate plus 2% (at the  Company's  option),
and (ii)  equipment term loans pursuant to which the Company may borrow up to an
aggregate  of  $350,000  (at the Bank's  prime rate plus 1/4 of 1% per annum) to
purchase  equipment.  The credit agreement  contains covenants which require the
Company to (i) maintain its working  capital during the year at no less than 90%
of the working capital at the end of the immediately  preceding  fiscal year and
at the end of each fiscal  year at no less than 105% of its  working  capital at
the end of the immediately preceding fiscal year; and (ii) maintain its tangible
net worth  during the year at no less than 95% of its  tangible net worth at the
end of the immediately  preceding fiscal year and at the end of each fiscal year
at no less  than  108%  of  tangible  net  worth  at the end of the  immediately
preceding  fiscal year. As of June 30, 1998,  the Company is in compliance  with
all debt covenants.  The Company's  obligations  under the credit  agreement are
collateralized  by  substantially  all of the  Company's  assets,  including its
accounts receivable and intellectual  property.  The Company's obligations under
the credit  facility are payable at the  expiration  of such facility on January
22, 1999. These terms are subject to the Company  maintaining an  unsubordinated
debt to tangible  net worth ratio of no greater  than one to one and an earnings
before  interest  and taxes to interest  expense  ratio of no less than three to
one.

         As of June 30,  1998,  there  were no  amounts  outstanding  under  the
revolving line of credit and no equipment term loans outstanding.



                                      -13-
<PAGE>

         The Company  believes that its available  funds,  together with current
credit arrangements and the cash flows expected to be generated from operations,
will be adequate to satisfy its current and planned  operations through at least
the next 12 months.



                                      -14-
<PAGE>


PART II. OTHER INFORMATION
--------------------------

Item 1.  Legal Proceedings.
-------  ------------------

         On February 16, 1996, the Company,  as plaintiff,  filed a complaint in
the Superior Court of New Jersey, Chancery Division, Middlesex County, against a
former  consultant  to the Company,  seven  former  employees of the Company and
Pegasus Systems, Inc. ("Pegasus"), a corporation which currently employs certain
of such individuals (collectively, the "Defendants"). The complaint, which seeks
damages and  injunctive  relief  against the  Defendants,  alleges,  among other
things,   misappropriation  of  proprietary  information,   unfair  competition,
tortious interference,  breach of employment agreements,  breach of a consulting
agreement between the Company and Pegasus,  and breach of duty of loyalty,  good
faith and fair dealing. Upon the filing of its complaint, the Company obtained a
temporary  restraining  order and in May 1996 obtained a preliminary  injunction
prohibiting  the Defendants  from using or disclosing the Company's  proprietary
information, prohibiting the Defendants from contacting or soliciting certain of
the Company's  customers  and  prohibiting  the  Defendants  from  recruiting or
attempting  to recruit  the  Company's  employees,  agents or  contractors.  The
preliminary  injunction  remains  in effect  and the  Company  intends to pursue
vigorously enforcement of the injunction against the Defendants.  The Defendants
have filed an answer and counterclaim. Pegasus has asserted a breach of contract
counterclaim  against the Company alleging that the Company owes it $129,000 for
consulting services.  Pegasus and two of the individual Defendants also asserted
claims against the Company and two of its officers for tortious interference and
defamation.  In addition, one of the individual Defendants has asserted that the
Company  owes him $70,000 in  commissions.  In addition to monetary  damages the
Defendants  seek  injunctive  relief.  The  Defendants  unsuccessfully  sought a
temporary  restraining  order  against  the  Company.  The  Company  denies  the
allegations made and intends to defend vigorously the counterclaims. The Company
does not believe that the outcome of these claims and counterclaims  will have a
material effect upon the Company's  business,  financial condition or results of
operations.

         Oxford Systems Inc. ("Oxford"), a New Jersey corporation and formerly a
wholly-owned  subsidiary  of the  Company  which was merged  into the Company in
December 1996,  was named as a defendant in a civil  complaint that was filed on
June 8, 1995, by Design Strategy Corp.  ("Design  Strategy"),  in New York State
Supreme Court in the County of New York.  Design  Strategy  alleges that another
named defendant, Citibank N.A. ("Citibank"), contracted with Design Strategy for
database  administration  services.  Design  Strategy  claims that  Citibank and
Oxford  conspired  to  deprive it of  commissions,  tortiously  interfered  with
contract,   engaged  in  unfair   competition,   damaged  its   reputation   and
misappropriated  services.  Design Strategy settled its claims against Citibank.
Design  Strategy then moved to amend its complaint to substitute the Company for
Oxford  and  to  join  Nagarjun   Valluripalli,   the  Company's   President  of
International  Operations,  as defendants.  At the same time, Oxford and another
defendant  cross-moved for summary judgment.  Thereafter,  on September 9, 1997,
the New York State  Supreme Court granted  Design  Strategy's  motion to add the
Company and Mr.  Valluripalli as defendants  while  simultaneously  granting the
Company's  cross-motion for summary  judgment.  On September 18, 1997, the Court
entered a decision  and order  dismissing  Design  Strategy's  complaint  in its
entirety.  Subsequently,  on October 17, 1997, Design Strategy filed a notice of
motion of  


                                      -15-
<PAGE>

reargument  of the  Decision  and a  notice  of  appeal.  On July 2,  1998,  the
Appellate  Division  affirmed  the  lower  court's  decision  dismissing  Design
Strategy's  complaint  in its  entirety.  The Company  does not believe that the
outcome of these claims will have a material effect upon the Company's business,
financial condition or results of operations.

         On  February  13,  1998,  Russell  Schultz,  a former  employee  of the
Company,  filed a complaint in the Superior  Court of New Jersey,  Law Division,
Monmouth County, naming the Company as a defendant.  The complaint,  which seeks
damages,   alleges,   among  other  things,  that  the  Company   misrepresented
plaintiff's  job  description  in order to induce  plaintiff  to leave his prior
employer,  failed  to  provide  stock  options  to the  plaintiff  and  violated
plaintiff's  written  employment  contract.  The  Company  was  served  with the
complaint on March 16, 1998. Subsequently,  on July 10, 1998, upon the Company's
Motion to Compel  Arbitration,  the court  dismissed the  plaintiff's  complaint
without  prejudice.  Pending  plaintiff's  motion to reconsider  the  dismissal,
plaintiff's  claims will be  submitted  to  arbitration.  It is too early in the
litigation  process to determine the impact,  if any, that such  litigation will
have upon the Company's business, financial condition or results of operations.

         On May 28, 1998, the Company and Rajkumar Koneru, as plaintiffs,  filed
a complaint in the United States  District Court for the District of New Jersey,
against Sophien  Bennaceur,  a former  employee and officer of the Company.  The
complaint,  which seeks damages and  injunctive  relief  against the  defendant,
alleges among other things,  misappropriation of proprietary information, breach
of employment  agreement,  breach of fiduciary duty and duty of loyalty,  unfair
competition  and  tortious  interference.  The  defendant  was  served  with the
complaint and filed an answer on July 9, 1998.

         There is no other material litigation pending to which the Company is a
party or to which any of its property is subject.


Item 2.  Changes in Securities and Use of Proceeds.
-------  ------------------------------------------

         The following information relates to all securities of the Company sold
by the Company  within the quarter ended June 30, 1998 which were not registered
under the Securities Act of 1933, as amended (the "Securities Act"), at the time
of grant, issuance and/or sale:

                  On  May  7,  1998,  the  Company,   through  its  wholly-owned
         subsidiary  Intelligroup  Europe Limited (No.  3205142),  a corporation
         formed  pursuant  to the  laws  of  England  and  Wales  ("Intelligroup
         Europe"), consummated the acquisition (the "Consulting Acquisition") of
         thirty percent (30%) of the equity interests in CPI Consulting  Limited
         (No. 3316554), a corporation formed pursuant to the laws of England and
         Wales  ("Consulting").  In  addition,  on May  21,  1998,  the  Company
         consummated the acquisition (the "Resources Acquisition") of all of the
         equity interests in CPI Resources Limited (No. 2080824),  a corporation
         formed  pursuant to the laws of England and Wales  ("Resources").  As a
         result of the Resources  Acquisition,  the Company acquired  Resources'
         seventy percent (70%) interest in 


                                      -16-
<PAGE>

         Consulting. The principal activity of each of Resources and  Consulting
         is providing  information  technology consulting  staffing  services in
         the United Kingdom.

                  The purchase price in the Consulting  Acquisition consisted of
         the  issuance of an aggregate of 165,696  shares of  restricted  common
         stock to  independent  minority  investors of Consulting  (the "Selling
         Shareholders")  as  well  as a  contingent  earn-out  payment  of up to
         (pound)1,513,200 payable in the Company's restricted common stock to be
         determined  as  of  December  31,  1998.   The  Selling   Shareholders,
         consisting of Bandele Attah, Paul Grant,  Michael J. Hirst,  Richard M.
         Lucy, Christopher J.J. Smith and Robert J. Wilson, each received 27,616
         shares of the 165,696  shares of restricted  common stock issued by the
         Company.

                  The purchase price in the Resources  Acquisition  consisted of
         the issuance of 371,000 shares of the Company's restricted common stock
         to Timothy Hugh Fenner, the sole shareholder of Resources ("Fenner").

         No  underwriter  was  employed  by the Company in  connection  with the
issuance of the securities described above. The Company claims that the issuance
of all of the foregoing  securities was exempt from  registration  under Section
4(2) of the Securities Act as  transactions  not involving any public  offering.
Appropriate  legends  were  affixed  to the  stock  certificates  issued in such
transactions.  All  recipients  had  adequate  access to  information  about the
Company.

         On June 5, 1998, the Company filed a Registration Statement on Form S-3
to register an aggregate of 351,196  shares of Common Stock of the Company to be
offered  for  sale,  from time to time,  by or for the  account  of the  Selling
Shareholders  and  Fenner.  The  Company did not and will not receive any of the
proceeds from sales of the shares by the Selling Shareholders and Fenner.


Item 4.  Submission of Matters to a Vote of Security Holders.
-------  ----------------------------------------------------

         The Annual Meeting of  Shareholders  of the Company was held on May 13,
1998.

         There were  present at the  meeting in person or by proxy  shareholders
holding an  aggregate of 9,769,361  shares of Common  Stock.  The results of the
vote taken at such meeting  with  respect to each  nominee for director  were as
follows:

         Common Stock Nominees                  For                   Withheld
         ---------------------                  ---                   --------

         Ashok Pandey                        9,718,728                50,633
         Rajkumar Koneru                     9,718,728                50,633
         Nagarjun Valluripalli               9,718,728                50,633
         Klaus P. Besier                     9,718,728                50,633
         David A. Finley                     9,718,728                50,633
         Kevin P. Mohan                      9,718,728                50,633



                                      -17-
<PAGE>

         In addition,  a vote was taken on the  proposal to amend the  Company's
1996 Stock Plan to increase  the number of shares of Common  Stock  reserved for
issuance upon the exercise of options  granted under such plan from 1,450,000 to
2,200,000 shares and to reserve an additional  750,000 shares of Common Stock of
the Company for  issuance  under the  Company's  1996 Stock Plan.  Of the shares
present at the meeting in person or by proxy,  8,083,337  shares of Common Stock
were  voted in favor of such  proposal,  1,107,142  shares of Common  Stock were
voted  against  such  proposal  and 433 shares of Common  Stock  abstained  from
voting.

         Finally,  a vote was taken on the proposal to ratify the appointment of
Arthur  Andersen LLP as the  independent  auditors of the Company for the fiscal
year ending December 31, 1998. Of the shares present at the meeting in person or
by proxy, 9,768,078 shares of Common Stock were voted in favor of such proposal,
1,050 shares of Common Stock were voted  against such proposal and 233 shares of
Common Stock abstained from voting.


Item 5.  Other Information.
-------  ------------------

         On April 29, 1998,  Stephen A. Carns was appointed  President and Chief
Executive  Officer of the Company.  Mr. Carns, 52, has approximately 30 years of
executive management  experience in professional  services companies.  He joined
the Company as General Manager in 1998. From 1995 until joining the Company, Mr.
Carns served as  President of TLB  Enterprises,  LLC.  Prior to that,  from 1994
until 1995, Mr. Carns served as Executive Vice President of Unisys  Corporation,
responsible  for world wide  operations at Unisys  Corporation . From 1992 until
1994, Mr. Carns served as President and Chief Operating  Officer of Systematics,
Inc., an international outsourcing firm. Prior to joining Systematics, from 1990
until 1992,  he served as President  and Chief  Operating  Officer of Cap Gemini
America, a computer services and business consultancy company.

         On April 29, 1998, Gerard E. Dorsey was appointed Senior Vice President
- Finance and Chief  Financial  Officer of the Company.  Mr. Dorsey,  51, has 25
years of CFO, treasury and accounting  experience.  Most recently,  he served as
Senior Vice  President-Finance and Chief Financial Officer of Ariel Corporation,
a data  communications  company.  Prior to joining Ariel Corporation,  from 1991
until  1995,  Mr.  Dorsey  served  as Chief  Financial  Officer  of  Information
Management Technologies Corporation,  a printing and office services outsourcing
company.  From  1987  until  1990,  Mr.  Dorsey  served  as  Treasurer  of Loral
Corporation.

         At   the  same  time,  Ashok  Pandey,  Rajkumar   Koneru  and  Nagarjun
Valluripalli  were named as Co-Chairmen of the Board.  Mr. Pandey will no longer
serve as President of Corporate Services and Acting Chief Financial Officer, but
instead, will be responsible for strategic planning, market research and methods
and tools. Mr. Koneru will no longer serve as President of U.S. Operations,  but
instead,  will manage  application  outsourcing,  new business  development  and
mergers and acquisitions.  Mr.  Valluripalli will continue to serve as President
of International Operations.

         On May 7,  1998,  the  Company,  through  its  wholly-owned  subsidiary
Intelligroup Europe,  consummated the acquisition of thirty percent (30%) of the
equity  interests  in  Consulting.  In 


                                      -18-
<PAGE>

addition, on May 21, 1998, the Company consummated the acquisition of all of the
equity  interests in Resources.  See Item 2.  "Changes in Securities  and Use of
Proceeds" for more detailed information concerning such acquisitions.

         On July 22, 1998, Stephen A. Carns was named a director of the Company.


Item 6.  Exhibits and Reports on Form 8-K.
-------  ---------------------------------

         (a)      Exhibits.

                           27. Financial Data Schedule for the period ended June
30, 1998.

         (b)      Reports on Form 8-K.

                           On May 4, 1998,  the  Company  filed a report on Form
                           8-K to disclose certain management changes.

                           On May 27, 1998,  the  Company filed a report on Form
                           8-K to disclose the  acquisitions  of CPI  Consulting
                           Limited  (No.  3316554)  and  CPI  Resources  Limited
                           (No. 2080824).



                                      -19-
<PAGE>
                                   SIGNATURES


         Pursuant to the  requirements  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.


                                           Intelligroup, Inc.


DATE:      August 13, 1998                 By:      /s/ Stephen A. Carns
                                              --------------------------
                                           Stephen A. Carns,
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


DATE:      August 13, 1998                 By:      /s/ Gerard E. Dorsey
                                              --------------------------
                                           Gerard E. Dorsey,
                                           Senior Vice President - Finance 
                                           and Chief Financial Officer
                                           (Principal Financial and Accounting 
                                           Officer)