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

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported)      July 22, 2004
                                                       -------------------------



                                  Syntel, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Michigan
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


           0-22903                                   38-2312018
--------------------------------------------------------------------------------
     (Commission File Number)            (IRS Employer Identification No.)


     525 E. Big Beaver Road, Suite 300, Troy, Michigan               48083
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                   (Zip Code)


                                 (248) 619-2800
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




                                       1








ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

      Exhibit
      Number

      99.1              Press Release dated July 22, 2004.


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 22, 2004, Syntel, Inc. (the "Company") issued a press release announcing
results of operations and related financial information for the second quarter
ended June 30, 2004. A copy of the press release is attached to this Report as
Exhibit 99.1. The information contained in this Current Report, including
Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except if the Company expressly states that such
information is to be considered "filed" under the Exchange Act or incorporates
it by specific reference in such filing.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                     Syntel, Inc.
                                      ------------------------------------------
                                                    (Registrant)




Date     July 22, 2004                By   /s/ Keshav Murugesh
    ----------------------              ----------------------------------------
                                        Keshav Murugesh, Chief Financial Officer




                                       2






EXHIBIT INDEX


Exhibit No.                Description


99.1                       Press Release dated July 22, 2004.






                                       3