SEC FORM 3/A

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^*

KRESSEL HENRY

(Last)

(First)

(Middle)

C/O WARBURG PINCUS & CO.

466 LEXINGTON AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2004

3. Issuer Name and Ticker or Trading Symbol
NESS TECHNOLOGIES INC [ NSTC ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/04/2004

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, par value $0.01 per share	4,911,587	I	See Footnote⁽¹⁾

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)
Class B Convertible Preferred Stock	01/01/2005	⁽⁴⁾	Common Stock	2,299,243	$1.03	I	See Footnote⁽¹⁾
Class C Convertible Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	503,431⁽²⁾	$1.81	I	See Footnote⁽¹⁾

Explanation of Responses:

1. The stockholders are Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership, including three affiliated partnerships ("WPEP"), Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership ("WPVI") and Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("WPV"). Warburg Pincus & Co., a New York general partnership ("WP") is the sole general partner of each of WPEP, WPVI and WPV. Warburg Pincus LLC, a New York limited liability company, ("WP LLC," and together with WPEP, WPVI, WPV and WP, the "Warburg Entities") manages each of WPEP, WPVI and WPV. Henry Kressel, a director of Ness Technologies, Inc., is a general partner of WP and a managing director and member of WP LLC.* (Continued on Remarks)

2. Each share of Class C Convertible Preferred Stock is convertible into one share of Common Stock, par value $0.01 per share, subject to adjustment based on certain anti-dilution provisions pursuant to the Certificate of Designations, Number, Voting Powers, Preferences and Rights of Class C Convertible Preferred Stock of Ness Technologies, Inc.

3. Immediately.

4. Not Applicable.

Remarks:

* All shares indicated as owned by Dr. Kressel are included because of his affiliation with the Warburg Entities. By reason of such affiliation, Dr. Kressel may be deemed to have an indirect pecuniary interest within the meaning of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in an indeterminate portion of the shares reported herein. Dr. Kressel disclaims "beneficial ownership" of such shares within the meaning of Rule 13d-3 under the Exchange Act.

	/s/ Henry Kressel	10/06/2004
	** 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).
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