SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KRESSEL HENRY (Last) (First) (Middle) C/O WARBURG PINCUS AND CO. 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NESS TECHNOLOGIES INC [ NSTC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/04/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	10/04/2004		C		2,299,242	A	(5)	7,210,829	D(1)
Common Stock, $0.01 par value	10/04/2004		C		815,080	A	(5)	8,025,909	D(1)
Common Stock, $0.01 par value	10/04/2004		J(2)		370,398	A	(5)	8,396,307	D(1)
Common Stock, $0.01 par value	10/04/2004		S		1,645,326	D	$11.16	6,750,989	D(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Convertible Preferred Stock	$0.00	10/04/2004		C			3,196,501	(3)	(5)	Common Stock	3,196,501	(5)	0.00	I	See footnote(1)
Class C Convertible Preferred Stock	$0.00	10/04/2004		C			699,890	(3)	(5)	Common Stock	(4)	(5)	0.00	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. All shares indicated as owned by Dr. Kressel are included because of his affiliation with the Warburg Entities. (*Continued under Remarks)

2. Common Stock was issued as a dividend on the Class B Convertible Preferred Stock.

3. The Class B Convertible Preferred Stock and the Class C Convertible Preferred Stock are convertible at any time at the request of the reporting persons, and automatically converted upon the occurrence of certain events.

4. 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.

5. Not Applicable.

Remarks:

* 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.

	Henry Kressel, Director	10/06/2004
	** Signature of Reporting Person	Date
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