FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sircar Sujit 		2. Issuer Name and Ticker or Trading Symbol

IGATE CORP [ IGTE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

6528 KAISER DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/30/2008
(Street)

FREMONT, CA 94555
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (Right to Buy)   $0.01   (1) 9/30/2008     A     48         (2) 10/11/2012   Common Stock   48   $0   48   D    
Employee Stock Option (Right to Buy)   $0.01   (1) 9/30/2008     A     104       6/3/2009   11/20/2013   Common Stock   104   $0   104   D    
Employee Stock Option (Right to Buy)   $0.01   (1) 9/30/2008     A     304         (3) 8/25/2013   Common Stock   304   $0   304   D    
Employee Stock Option (Right to Buy)   $0.01   (1) 9/30/2008     A     182       9/6/2010   9/6/2012   Common Stock   182   $0   182   D    
Employee Stock Option (Right to Buy)   $0.01   (1) 9/30/2008     A     948         (4) 11/9/2013   Common Stock   948   $0   948   D    
Employee Stock Option (Right to Buy)   $0.01   (1) 9/30/2008     A     273       9/30/2008   9/6/2012   Common Stock   273   $0   273   D    

Explanation of Responses:
( 1)  Represents stock options acquired by the reporting person in partial substitution for prior grants of stock options to purchase shares of iGate Corporation common stock previously held by the reporting person. This partial substitution occurred as part of an anti-dilution adjustment pursuant to Section 14 of iGate Corporation?s 2006 Amended and Restated Stock Incentive Plan, in consideration of the diminution of value incurred by iGate Corporation option holders in connection with the spin-off of the business of Mastech Holdings, Inc., a wholly-owned subsidiary of iGate Corporation.
( 2)  The options vest as follows: 24 shares will vest on October 11, 2008 and 24 shares will vest on April 11, 2009.
( 3)  The options vest as follows: 152 shares will vest on July 25, 2009 and 152 shares will vest on July 25, 2011.
( 4)  The options vest as follows: 474 shares will vest on October 9, 2009 and 474 shares will vest on October 9, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sircar Sujit
6528 KAISER DRIVE
FREMONT, CA 94555

Chief Financial Officer

Signatures
/s/ Sujit Sircar 10/2/2008
** 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 4(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 control number.
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