SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Ness Technologies, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

64104X 10 8

(CUSIP Number)

Citigroup Venture Capital International

399 Park Avenue

New York, NY 10022

Telephone: +1(212)-793-2177

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 10, 2011

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

      Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §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. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CVCIGP II Jersey Investment L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (see Item 5)
14	TYPE OF REPORTING PERSON PN

2

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Venture Capital International Investment G.P. Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey Island
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (see Item 5)
14	TYPE OF REPORTING PERSON OO

3

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Venture Capital International Delaware Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (see Item 5)
14	TYPE OF REPORTING PERSON CO

4

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citicorp International Finance Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (see Item 5)
14	TYPE OF REPORTING PERSON CO

5

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citicorp Banking Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,657,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,657,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,657,667
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (see Item 5)
14	TYPE OF REPORTING PERSON CO

6

	CUSIP No. 64104X 10 8
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Citigroup Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o  (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 3,658,264*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 3,658,264*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,658,264*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% (see Item 5)
14	TYPE OF REPORTING PERSON HC

*  Includes 597 shares of common stock directly owned by a subsidiary of Citigroup Inc.

7

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D originally filed on April 28, 2008, as amended by Amendment No. 1, filed on September 11, 2009, and Amendment No. 2, filed on September 21, 2009 (the “Schedule 13D” and, as further amended by this Amendment No. 3, the “Statement”), with respect to the shares (the “Shares”) of common stock, $0.01 par value (“Common Stock”), of Ness Technologies, Inc., a Delaware corporation (“Ness”).  The principal executive office of Ness is located at Atidium High-Tech Industrial Park Building 4, Tel Aviv 61580, Israel.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 4. Purpose of the Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended by deleting the last paragraph thereof and supplemented to include the following:

On June 10, 2011, Ness and two entities formed by an affiliate of the Reporting Persons, Jersey Holding Corporation, a Delaware corporation (“Parent”), and Jersey Acquisition Corporation, a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Ness, with Ness continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”) on the terms and subject to the conditions set forth therein.  Parent and Merger Sub were formed by Citigroup Venture Capital International Investment G.P. Limited (“CVCIIGP”), acting in its capacity as the general partner of each of Citigroup Venture Capital International Growth Partnership II, L.P., Citigroup Venture Capital International Growth Partnership (Employee) II, L.P. and CVCIGP II Co-invest, L.P. (jointly, the “Funds”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Common Stock, outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Merger Sub and Ness or any of their respective subsidiaries or Shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will be converted into the right to receive $7.75 per share (the “Merger Consideration”) in cash, without interest.  Additionally, at the Effective Time, each option to purchase shares of Common Stock that is outstanding immediately prior to the Effective Time (whether vested or unvested) will become fully vested and will automatically convert into the right to receive at the Effective Time an amount in cash equal to the product of (x) the total number of the shares of Common Stock issuable upon exercise of such option and (y) the excess, if any, of the Merger Consideration over the exercise price per share subject to such option, less any applicable taxes. Also, as of the Effective Time, each unvested award of restricted shares of Common Stock outstanding immediately prior to the Effective Time and each right to receive a share of Common Stock (other than options and restricted shares of Common Stock) outstanding immediately prior to the Effective Time (whether vested or unvested), will become fully vested and will automatically convert into the right to receive the Merger Consideration, less applicable taxes.

8

The obligations of each of the parties to consummate the Merger are subject to customary conditions, including without limitation: (i) the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Agreement; (ii) the absence of any judgment, injunction, order or decree by any court or other tribunal of competent jurisdiction that prohibits the consummation of the Merger; (iii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of all other required government approvals; and (iv) the accuracy of the other party or parties’ representations and warranties under the Merger Agreement, subject to customary qualifications, and the other party or parties’ material performance of its or their obligations and compliance with the terms of the Merger Agreement.  The obligation of Parent to consummate the Merger is also subject to Ness and its subsidiaries refinancing certain indebtedness with maturities prior to the closing and having no less than $25 million of committed working capital lines of credit.

Ness has made customary representations and warranties in the Merger Agreement and agreed to customary covenants, including without limitation covenants on behalf of Ness and its subsidiaries not to engage in certain transactions or take certain actions prior to the earlier of the Effective Time or the termination of the Merger Agreement without the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned).

A copy of the Merger Agreement which is included as Exhibit 99.9 to this Statement is incorporated herein by reference.

Parent has obtained an equity financing commitment for the transactions contemplated by the Merger Agreement from the Funds.  The Funds have committed, at or prior to the closing of the Merger, to contribute, or otherwise transfer, to Parent 3,657,667 Shares and to capitalize Parent with an aggregate equity contribution equal to $278,333,283, subject to the terms and conditions set forth in an equity commitment letter delivered to Parent and Ness by the general partner of the Funds in connection with the execution of the Merger Agreement (the “Equity Commitment Letter”).  A copy of the Equity Commitment Letter is included as Exhibit 99.10 to this Statement and is incorporated herein by reference.

If the Merger is consummated as planned, the Reporting Persons anticipate that Ness will become controlled by the Reporting Persons and a wholly-owned subsidiary of Parent and that the Reporting Persons will seek to cause the Common Stock to be de-registered under the Securities Exchange Act of 1934, as amended, and to cease to be traded or quoted on any over-the-counter network.

Upon the consummation of the Merger, the directors of Merger Sub immediately prior to the Merger and the officers of Ness immediately prior to the Merger shall be the directors and officers, respectively, of the surviving corporation, until their respective successors are duly elected or appointed and qualified or their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the surviving corporation.

The information set forth in response to this Item 4 is not intended to be complete and is qualified in its entirety by reference to the Merger Agreement and the Equity Commitment Letter.

9

Other than as described above, the Reporting Persons do not have any present plans or proposals which relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.  The Reporting Persons may in the future acquire additional Shares or other securities of Ness, in the open market, in privately-negotiated purchases or otherwise, and may also, depending on then current circumstances, dispose of all or a portion of the Shares beneficially owned by it in one or more transactions.  Additionally, the Reporting Persons reserve the right from time to time to formulate plans or proposals regarding Ness or any of its securities and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by the Reporting Persons.

Item 5.                   Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

(a) As of June 10, 2011, the Reporting Persons may be deemed to beneficially own an aggregate of 3,657,667 Shares.

These Shares are owned directly by CVCIGP II Jersey, and indirectly by CVCI GP (as general partner of CVCIGP II), CVCID (through its ownership of CVCI GP), CIFC (through its ownership of CVCID), CBC (through its ownership of CIFC) and Citigroup (through its ownership of CBC).

Accordingly, the Reporting Persons may be deemed to beneficially own 9.6% of the outstanding Shares, which has been calculated based on 38,142,992 Shares outstanding as of April 29, 2011, as reported in Ness’s Form 10-Q, for the quarterly period ended March 31, 2011, filed with the Securities and Exchange Commission on May 5, 2011.

Citigroup also beneficially owns 597 Shares directly owned by another subsidiary of Citigroup.  Each of CVCIGP II Jersey, CVCI GP, CVCID, CIFC and CBC disclaims beneficial ownership of the Shares owned by such other subsidiary of Citigroup.

(b) The responses to Items (7) through (10) on the cover pages of this Statement are incorporated herein by reference.

(c) Schedule C sets forth the transactions in the Shares which, to the best knowledge of the Reporting Persons, have been effected by the Reporting Persons and their subsidiaries during the period commencing 60 days prior to the date of the event requiring the filing of this Schedule 13D and ending on the date hereof (excluding the transactions that may have been effected for managed accounts with funds provided by third party customers).

10

Except as specifically set forth in this Statement, to the knowledge of the Reporting Persons, neither the Reporting Persons nor any person named on Schedule A has effected any transaction in the Common Stock during the past 60 days (excluding transactions that may have been effected for managed accounts with funds provided by third party customers).

(d) Not applicable.

(e) Not applicable.

Item 6.                   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

Items 3, 4 and 5 and Exhibits 99.9 and 99.10 are incorporated herein by reference.

Except as set forth in this Statement, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the person listed on Schedule A, have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Ness, including but not limited to, transfer or voting of any of the securities of Ness, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over the securities of Ness.

Item 7.                   Material to be Filed as Exhibits.

The response set forth in Item 7 of the Schedule 13D is hereby amended by adding the following after the last paragraph of Item 7:

99.9 Agreement and Plan of Merger, dated as of June 10, 2011, among Jersey Holding Corporation, Jersey Acquisition Corporation and Ness Technologies, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ness on June 10, 2011).

99.10 Equity Commitment Letter from Citigroup Venture Capital International Investment G.P. Limited to Jersey Holding Corporation, dated as of June 10, 2011.

11

SIGNATURE

After due 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:  June 10, 2011

CVCIGP II JERSEY INVESTMENT L.P.
By:	Citigroup Venture Capital International Investment G.P. Limited, as General Partner
By:	/s/ Michael Robinson
Name:  Michael Robinson
Title:  Alternate Director
CITIGROUP VENTURE CAPITAL INTERNATIONAL INVESTMENT G.P. LIMITED
By:	/s/ Michael Robinson
Name:  Michael Robinson
Title:  Alternate Director
CITIGROUP VENTURE CAPITAL INTERNATIONAL DELAWARE CORPORATION
By:	/s/ Alfred Rodrigues
Name:  Alfred Rodrigues
Title:  Director
CITICORP INTERNATIONAL FINANCE CORPORATION
By:	/s/ William H. Wolf
Name:  William H. Wolf
Title:  Vice President

CITICORP BANKING CORPORATION
By:	/s/ William H. Wolf
Name:  William H. Wolf
Title:  Senior Vice President
CITIGROUP INC.
By:	/s/ Ali L. Kashan
Name:  Ali L. Karshan
Title:  Assistant Secretary

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree by and among them to the joint filing on behalf of them of a Statement on Schedule 13D and any and all amendments thereto and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 10th day of June, 2011.

CVCIGP II JERSEY INVESTMENT L.P.
By:	Citigroup Venture Capital International Investment G.P. Limited, as General Partner
By:	/s/ Michael Robinson
Name:  Michael Robinson
Title:  Alternate Director
CITIGROUP VENTURE CAPITAL INTERNATIONAL INVESTMENT G.P. LIMITED
By:	/s/ Michael Robinson
Name:  Michael Robinson
Title:  Alternate Director
CITIGROUP VENTURE CAPITAL INTERNATIONAL DELAWARE CORPORATION
By:	/s/ Alfred Rodrigues
Name:  Alfred Rodrigues
Title:  Director

CITICORP INTERNATIONAL FINANCE CORPORATION
By:	/s/ William H. Wolf
Name:  William H. Wolf
Title:  Vice President
CITICORP BANKING CORPORATION
By:	/s/ William H. Wolf
Name:  William H. Wolf
Title:  Senior Vice President
CITIGROUP INC.
By:	/s/ Ali L. Kashan
Name:  Ali L. Karshan
Title:  Assistant Secretary

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INCORPORATED

The text set forth in Schedule A to the Schedule 13D is hereby amended by deleting the previous text in its entirety and replacing it with the following:

Name and Title	Principal Occupation	Citizenship
Alain J. P. Belda, Director	Managing Director, Warburg Pincus c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	Brazil, Spain and United States
Timothy C. Collins, Director	Chairman of Investment Committee Ripplewood Holdings L.L.C. c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Jerry A. Grundhofer, Director	Chairman Emeritus U.S. Bancorp c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Robert L. Joss, Ph.D.,  Director	Professor of Finance Emeritus and Former Dean, Graduate School of Business  at Stanford University c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	Australia and United States
Michael E. O’Neill, Director	Former Chairman and Chief Executive Officer Bank of Hawaii Corporation c/o Citigoup Inc. 399 Park Avenue   New York, NY 10043	United States
Vikram Pandit, Director and Executive Officer	Chief Executive Officer c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Richard D. Parsons, Director	Chairman c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Lawrence R. Ricciardi, Director	Senior Advisor, IBM Corporation, Jones Day  and Lazard  Freres & Co. c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Dr. Judith Rodin, Director	President Rockefeller Foundation c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States

Name and Title	Principal Occupation	Citizenship
Robert L. Ryan, Director	Chief Executive Officer, Retired Medtronic Inc. c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Anthony M. Santomero, Director	Former President Federal Reserve Bank of Philadelphia c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Diana L. Taylor, Director	Managing Director Wolfensohn Fund Management, L.P. c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
William S. Thompson, Jr. Director	Chief Executive Officer, Retired Pacific Investment Management Company (PIMCO) c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Ernesto Zedillo Director	Director, Center for the Study of Globalization and Professor in the Field of International Economics and Politics Yale University c/o Citigroup Inc 399 Park Avenue New York, NY 10043	Mexico
Shirish Apte, Executive Officer	Chief Executive Officer Asia Pacific c/o Citigroup Inc. 399 Park Avenue  New York, NY 10043	United Kingdom and Northern Ireland
Stephen Bird, Executive Officer	Chief Executive Officer Asia Pacific c/o Citigroup Inc. 399 Park Avenue New York, New York 10043	United States
Don Callahan, Executive Officer	Chief Administrative Officer c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Michael L. Corbat, Executive Officer	Chief Executive Officer Citi Holdings 399 Park Avenue New York, NY 10043	United States

Name and Title	Principal Occupation	Citizenship
John C. Gerspach, Executive Officer	Chief Financial Officer c/o Citigroup Inc. 399 Park Avenue New York, NY  10043	United States
John Havens, Executive Officer	President and Chief Operating Officer c/o Citigroup Inc. 399 Park Avenue New York, NY  10043	United States
Michael S. Helfer, Executive Officer	General Counsel and Corporate Secretary c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Brian Leach, Executive Officer	Chief Risk Officer c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Eugene McQuade, Executive Officer	Chief Executive Officer Citibank, NA 399 Park Avenue New York, NY 10043	United States
Manuel Medina-Mora, Executive Officer	CEO, Consumer Banking for the Americas and Chairman   of the Global Consumer Council Chairman and Chief Executive Officer Latin America and Mexico c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	Mexico
William J. Mills, Executive Officer	Chief Executive Officer Europe, Middle East, and Africa c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States
Alberto J. Verme Executive Officer	Chief Executive Officer Europe, Middle East and Africa c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United Kingdom
Jeffrey R. Walsh, Executive Officer	Controller and Chief Accounting Officer c/o Citigroup Inc. 399 Park Avenue New York, NY 10043	United States

SCHEDULE C

The text set forth in Schedule C to the Schedule 13D is hereby amended by deleting the previous text in its entirety and replacing it with the following:

The following is a list of transactions in shares of Ness’s Common Stock, which to the best knowledge of Citigroup Inc., have been effected in the past 60 days in the ordinary course of business.

Citigroup Global Markets, Inc., a wholly owned subsidiary of Citigroup, engaged in open market transactions, which are summarized below:

Description of Security	Purchase (P) / Sale (S) / Short Sale (SS)	Trade Date	Quantity	Price ($)
Common stock	P	05/02/2011	200	$6.51
Common stock	P	05/02/2011	700	$6.52
Common stock	P	05/02/2011	100	$6.53
Common stock	P	05/02/2011	300	$6.55
Common stock	S	05/02/2011	1300	$6.52

EX-99.10

Execution Version

To:

Jersey Holding Corporation

399 Park Avenue

New York, New York 10022

Attention: Tom Kucera

June 10, 2011

Dear Sirs

Project Neptune

We, Citigroup Venture Capital International Investment G.P. Limited (CVCIIGP), acting in our capacity as the general partner of each of Citigroup Venture Capital International Growth Partnership II, L.P., Citigroup Venture Capital International Growth Partnership (Employee) II, L.P. and CVCIGP II Co-invest, L.P. (each being an Investor), refer to the Merger Agreement (the Agreement) to be executed on or about the date of this letter, amongst Parent, Jersey Acquisition Corporation (Merger Sub) and Ness Technologies, Inc. (the Company) in relation to the merger of Merger Sub with and into the Company, pursuant to which the Company shall survive as a wholly-owned subsidiary of Parent.  Capitalised terms used but not defined in this letter shall have the meanings given to them in the Merger Agreement.

The commitments and undertakings given in this letter by CVCIIGP, on behalf of each of the Investors, are given: (i) in consideration of the Company agreeing to enter into the Agreement; and (ii) by CVCIIGP, on behalf of each of the Investors, on a several basis and not on a joint and several basis or a joint basis.

1. Commitment

1.1Subject to paragraph 2, CVCIIGP undertakes to Parent and the Company (in the Company’s capacity as an express third-party beneficiary of the rights granted to Parent hereunder) that it shall cause the Investors (i) to contribute, or otherwise transfer, to Parent immediately prior to Closing 3,657,667 shares of the Company's common stock (the Equity Rollover), and (ii) to purchase, immediately prior to Closing, a portion of the equity of Parent in the amounts set out opposite each Investor’s name in Column 2 of Schedule 1 (The Investors) to this letter (each being an Individual Commitment, and, in aggregate, being the Equity Commitment of $278,333,283) in cash in immediately available funds, to ensure that Parent shall have sufficient funds to satisfy in full its obligation to pay the aggregate Merger Consideration under the Merger Agreement at Closing (the Funding Obligation).

1.2The maximum aggregate liability of CVCIIGP, on behalf of all of the Investors, under paragraph 1.1 of this letter shall not exceed the Equity Commitment and by CVCIIGP, on behalf of each Investor, under paragraph 1.1 of this letter shall not exceed the relevant Investor’s Individual Commitment.

2. Conditions

2.1           The obligations of CVCIIGP and the Investors in paragraph 1.1 of this letter are conditional upon satisfaction of the conditions set forth in set forth in Section 6.1 and Section 6.3 of the Merger Agreement.

2.2           CVCIIGP and the Investors shall cease to have any obligations under this letter with immediate effect upon the earliest of (i) the Closing, (ii) termination of the Merger Agreement in accordance with its terms in circumstances under which Parent and Merger Sub would have no further obligation or liability to the Company and (iii) 30 days after the earlier of (A) the seven (7) months anniversary date of the Merger Agreement and (B) the termination of the Agreement in accordance with its terms under circumstances under which Parent and Merger Sub may have further obligations or liability to the Company; provided that if the Company has brought a claim against Parent or Merger Sub under the Merger Agreement prior to the expiration of the obligations of CVCIIGP and the Investors hereunder, the obligations hereunder shall not terminate until final non-appealable resolution of such claim.  In the event that the Company (or any of its successors or assigns) asserts in any litigation before a Governmental Entity relating to this letter or the Agreement that the provisions hereof limiting the monetary liability of CVCIIGP or the Investors hereunder or that the other provisions of this letter or the Agreement (including Section 8.5 thereof) are illegal, invalid or unenforceable in any respect, then, the obligations of the CVCIIGP and the Investors hereunder shall terminate and shall thereupon be null and void.

3. Undertakings

Subject only to the provisions of paragraph 2 and without prejudice to the undertaking under paragraph 1.1, CVCIIGP hereby undertakes to Parent to take all such actions within its powers to ensure that:

(a)   all necessary steps will be taken (i) to enable Parent to, and Parent shall, draw down the Equity Commitment concurrently with the Closing and (ii) to effect the Equity Rollover prior to, or concurrently with, the Closing; and

(b)   the Equity Commitment will be used by Parent to meet its Funding Obligation and for no other purpose until (and only to the extent that) the Funding Obligation has been satisfied.

4. Third Party Enforcement Rights

This letter may only be enforced by Parent; provided that the Company is hereby made an express third-party beneficiary of the rights granted to Parent hereby and shall be entitled to specific performance to enforce the Equity Rollover and the Equity Commitment pursuant to the terms and conditions hereof, subject to the terms and conditions of Section 8.5 of the Merger Agreement.

5. Representations and Warranties

CVCIIGP represents and warrants to Parent that: (a) it has the power and authority to execute, deliver and perform this letter in its capacity as the general partner of each Investor; (b) the execution, delivery and performance of this letter by CVCIIGP in its capacity as the general partner of each Investor has been duly and validly authorised and approved by all necessary limited partnership action, and no other proceedings or actions on the part of CVCIIGP or any Investor are necessary therefor; (c) this letter has been duly and validly executed and delivered by CVCIIGP in its capacity as the general partner of each Investor and constitutes a valid and legally binding obligation of CVCIIGP, in its capacity as the general partner of each Investor, enforceable against CVCIIGP in accordance with its terms; (d) each of the Investors has an uncalled capital commitment in excess of the amount of that Investor’s Individual Commitment; and (e) the execution, delivery and performance by CVCIIGP, in its capacity as the general partner of each Investor, of this letter does not (i) violate the organisational documents of CVCIIGP or any Investor, (ii) violate any applicable law, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract to which CVCIIGP or any Investor is a party.

6. Limitation of liability

The liability of CVCIIGP, on behalf of each Investor, under this letter shall be several and in proportion to that Investor’s shareholding in Parent, provided that the maximum liability of CVCIIGP, on behalf of the relevant Investor, relating to or arising out of this letter or the transactions contemplated by this letter, the Agreement or in respect of any other document or theory in law or equity or in respect of oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, shall be limited to the amount of that Investor’s Individual Commitment. No Person other than CVCIIGP and the Investors shall have any obligation to Parent or any other Person relating to or arising out of this letter or the transactions contemplated by this letter or the Merger Agreement or in respect of any other document or theory in law or equity or in respect of oral representations made or alleged to be made in connection herewith or therewith, whether in equity or at law, in contract, in tort or otherwise, and no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any former, current or future director, officer, Affiliate (other than CVCIIGP and the Investors), employee, general or limited partner, member, manager or stockholder of the CVCIIGP or the Investors or any of their respective successors or permitted assignees or any former, current or future director, officer, Affiliate (other than CVCIIGP or the Investors), employee, general or limited partner, member, manager or stockholder of any of the foregoing, as such, except for any obligations of CVCIIGP or the Investors or any of their respective successors or permitted assignees relating to or arising out of this letter.

7. Notices and Agent for Service of Process

7.1Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile or email transmission (provided that any notice received by facsimile transmission or otherwise at the addressee’s location on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid).  Any notice shall be deemed to have been delivered as of the date so telecommunicated or hand delivered to the recipient, one (1) business day following sending by overnight delivery service, or five (5) business days following sending by certified or registered mail.

7.2The addresses and fax numbers for CVCIIGP and Parent are set out in Schedule 2 (Notices) to this letter.

8. Invalidity

Each of the provisions of this letter is severable. If any provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, such provision shall have no effect in that respect (but it will not affect the validity or enforceability of any other term or provision hereof) and the parties shall use all reasonable efforts to replace such provision in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

9. Counterparts

This letter may be executed in any number of counterparts, and by each party on separate counterparts.  Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.  Delivery of an executed counterpart signature page of this letter by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this letter.

10. Governing Law, Jurisdiction and Arbitration

10.1This letter and any non-contractual obligations arising out of or in connection with this letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

10.2The parties agree that irreparable damage would occur in the event that any of the provisions of this letter were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this letter exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware.  The parties each hereby waive (a) any defense that a remedy at law would be adequate and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.  In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this letter and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware.  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this letter or the Merger Agreement in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this letter or the Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this paragraph 10.2, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this letter, or the subject matter of this letter, may not be enforced in or by such courts.

10.3Parent hereby agrees that specific performance shall be its sole and exclusive remedy with respect to breaches by CVCIIGP or the Investors or any other Person or otherwise relating to or arising out of this letter or the transactions contemplated by the Merger Agreement and that it may not seek or accept any other form of relief that may be available for breach under this letter or the Merger Agreement or otherwise in connection with this letter, the Merger Agreement or the transactions contemplated thereby (including monetary damages).  Notwithstanding the foregoing, if a court of competent jurisdiction has declined to specifically enforce the obligations of CVCIIGP or the Investors to effect the Equity Rollover and provide the Equity Commitment pursuant to a claim for specific performance brought against CVCIIGP or the Investors pursuant to this paragraph 10.3 and has instead granted an award of damages for such alleged breach against CVCIIGP or the Investors, Parent may enforce such award and accept damages for such alleged breach only if, within two (2) weeks following such award, CVCIIGP or the Investors are not willing to cause Parent to consummate the Merger in accordance with Article I of the Merger Agreement.

10.4This letter may not be amended or otherwise modified without the prior written consent of Parent, CVCIIGP and the Company. The obligations of CVCIIGP and the Investors hereunder may not be assigned without the prior written consent of Parent and the Company, except that CVCIIGP may, without such consent, assign all or a portion of the Funding Obligation to any other person or entity; provided, that any such assignment shall not relieve CVCIIGP or the Investors of any of their respective obligations under this letter.

10.5EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER OR THE MERGER AGREEMENT.

Execution Version

Please acknowledge your acceptance of the terms of this letter by executing it where indicated below.

Yours faithfully,

CITIGROUP VENTURE CAPITAL INTERNATIONAL GROWTH PARTNERSHIP II, L.P.

   By:           Citigroup Venture Capital International

Investment G.P. Limited, its general partner

By:  /s/ Michael Richardson      

Name: Michael Richardson      

Title: Director

CITIGROUP VENTURE CAPITAL INTERNATIONAL GROWTH PARTNERSHIP (EMPLOYEE) II, L.P.

   By:           Citigroup Venture Capital International

Investment G.P. Limited, its general partner

By:  /s/ Michael Richardson      

Name: Michael Richardson      

Title: Director

CVCIGP II CO-INVEST, L.P.

   By:           Citigroup Venture Capital International

Investment G.P. Limited, its general partner

By:  /s/ Michael Richardson      

Name: Michael Richardson      

Title: Director

[Signature Page to Equity Commitment Letter]

Execution Version

Acknowledged:

JERSEY HOLDINGS CORPORATION

By: /s/ Bob Khanna    

Name: Bob Khanna

Title: Director

Date:  June 10, 2011

[Signature Page to Equity Commitment Letter]

Execution Version

Acknowledged:

NESS TECHNOLOGIES, INC.

By: /s/ Sachi Gerlitz   

Name:  Sachi Gerlitz

Title:  Chief Executive Officer

Date:  June 10, 2011

[Signature Page to Equity Commitment Letter]

SCHEDULE 1

THE INVESTORS

1.	2.	3.
Investor (and registered office)	Individual Commitment ($)	Percentage of total Equity Commitment
Citigroup Venture Capital International Growth Partnership II, L.P. (South Church Street, Ugland House, Georgetown, Grand Cayman, Cayman Island)	$170,048,554	61.1%
Citigroup Venture Capital International Growth Partnership (Employee) II, L.P. (South Church Street, Ugland House, Georgetown, Grand Cayman, Cayman Island)	$95,237,856	34.2%
CVCIGP II Co-invest, L.P. (South Church Street, Ugland House, Georgetown, Grand Cayman, Cayman Island)	$13,046,873	4.7%
TOTAL	$278,333,283 (the Equity Commitment)	100.0%

SCHEDULE 2

NOTICES

1.             If to Citigroup Venture Capital International Investment G.P. Limited:

26 New Street, St Helier, Jersey, Channel Islands JE2 3RA

Fax +44 1534 814 815

Attention: Administrator’s Office