SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GREER WILLIAM JAMES JR

(Last)

(First)

(Middle)

C/O INTELLIGROUP INC

499 THORNALL ST

(Street)

EDISON

08837

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2004

3. Issuer Name and Ticker or Trading Symbol
INTELLIGROUP INC [ ITIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Dir Empower, ITIG sub

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Options⁽¹⁾	11/13/2004⁽²⁾	11/13/2013	Common Stock	70,000	$5.96	D
Common Stock Options⁽¹⁾	10/04/2000⁽³⁾	10/04/2009	Common Stock	7,500	$2.54	D
Common Stock Options⁽¹⁾	04/17/2001⁽⁴⁾	04/17/2010	Common Stock	2,000	$4.44	D
Common Stock Options⁽¹⁾	02/16/2000⁽⁵⁾	02/16/2009	Common Stock	7,500	$5.11	D

Explanation of Responses:

1. Represents options granted by issuer pursuant to the issuer's 1996 Stock Option Plan.

2. In the event the stock trades at $10.00 or more for twenty consecutive trading days, 50% of the options will vest on the twenty-first trading day. Otherwise, 33% of the options will vest after twelve months. Commencing on November 13, 2004, the remaining options will vest in equal monthly installments over twenty-four months.

3. Options vest in four equal annual installments commencing on October 4, 2000.

4. Options vest in four equal annual installments commencing on April 17, 2001.

5. Options vest in three equal annual installments commencing on February 16, 2000.

Remarks:

* Executed pursuant to a Power of Attorney filed herewith.

	Meredith O'Marra, Esq., Attorney-in-Fact*	02/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.