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



                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*

                                   Syntel Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    87162H103
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                  Daniel M. Moore, Chief Administrative Officer
                                  Syntel, Inc.
                       525 East Big Beaver Road, Suite 300
                                 Troy, MI 48083
- --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                December 27, 2005
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. __

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)






CUSIP No.               87162H103

1. Name of Reporting Persons

               Neerja Sethi

2. Check the Appropriate Box if a Member of a Group

3. SEC Use Only

4. Source of Funds

               N/A

5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
   or 2(e)

6. Citizenship or Place of Organization

               United States of America

7. Sole Voting Power

               7,000

8. Shared Voting Power

               12,617,750*

9. Sole Dispositive Power

               7,000

10. Shared Dispositive Power

               12,617,750*

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

               22,926,908 *  **

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares

13. Percent of Class Represented by Amount in Row (11)

               56.1%

14. Type of Reporting Person

               IN


         * - The common stock with respect to which Ms. Sethi shares voting and
dispositive power includes (i) 12,467,750 shares held by the Bharat Desai
Irrevocable Trust Agreement dated December 27, 2004, now known as the BD Trust
Agreement dated December 27, 2004 VII ("Trust VII"), (ii) 75,000 shares held by
the Bharat Desai Irrevocable Trust f/b/o Saahill Desai dated May 17, 1997, now
known as the BD Trust dated May 17, 1997 III ("Trust III"), and (iii) 75,000
shares held by the Bharat Desai Irrevocable Trust f/b/o Pia Desai dated May 17,
1997, now known as the BD Trust dated May 17, 1997 IV ("Trust IV"), over each of
which Ms. Sethi acts as co-trustee. Ms. Sethi disclaims beneficial ownership of
the 12,617,750 shares held by such trusts, as well as 7,000 shares held by
various educational trusts for which Ms. Sethi is the sole trustee.

         ** - Amount beneficially owned includes 10,302,158 shares Ms. Sethi may
acquire within 60 days of the date of this report.






         This Amendment No. 2 amends the Schedule 13D filed with the Securities
and Exchange Commission on January 7, 2005, as amended by Amendment No. 1 filed
on February 14, 2005, on behalf of Neerja Sethi (the "Schedule 13D").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

         Item 5 is hereby amended and restated as follows:

(a) As of the date of this Amendment No. 2, Ms. Sethi is deemed to beneficially
own an aggregate of 22,926,908 shares of Common Stock, which represents
approximately 56.1% of the outstanding shares of Common Stock, based on the
number of shares of Common Stock outstanding on October 31, 2005 as reported in
Syntel's most recently available Quarterly Report on Form 10-Q. Ms. Sethi
disclaims beneficial ownership of an aggregate of 12,617,750 shares held by the
various trusts for which Ms. Sethi acts as co-trustee, as well as 7,000 shares
held by various educational trusts for which Ms. Sethi is the sole trustee.

(b) Ms. Sethi has sole power to vote, direct the vote, dispose or to direct the
disposition over 7,000 shares of Common Stock, and shared power to vote, direct
the vote, dispose or to direct the disposition over 12,617,750 shares of Common
Stock. Ms. Sethi shares such power to vote, direct the vote, dispose or to
direct the disposition with Mr. Parashar Ranade, as co-trustees of the Trust
VII, the Trust III and the Trust IV. Mr. Ranade's business address is c/o
Syntel, Inc., 701 Brickell Ave., Suite 870, Miami, Florida 33131. Mr. Ranade is
an analyst for HIG Capital, a private equity firm located at 1001 Brickell Bay
Dr., Miami, FL 33131. During the past five years, Mr. Ranade has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result were subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Ranade is a citizen of the United
States of America.

(c) On December 27, 2005, Mr. Desai transferred 4,000,000 shares of Syntel, Inc.
common stock to the Trust VII for tax and estate planning purposes.

(d) Not applicable.

(e) Not applicable.






                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true complete and
correct.

         Dated: January 5 2006


                                           /s/ Neerja Sethi
                                           -------------------------------
                                           Neerja Sethi