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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * ELLIOTT ASSOCIATES, L.P.   2. Issuer Name and Ticker or Trading Symbol Patni Computer Systems LTD [PTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 WEST 57TH STREET, 30TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2012 (Street) NEW YORK, NY 10019 4. If Amendment, Date 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 (City) (State) (Zip) 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 Ordinary Shares 02/22/2012   P   42,000 (1) A $ 19.0086 (2) 4,873,670 I See (4) Ordinary Shares 02/23/2012   P   15,265 A $ 470.8189 (3) 4,888,935 I See (5) Ordinary Shares 02/23/2012   P   12,735 A $ 470.1494 (3) 4,901,670 I See (5) Ordinary Shares 02/23/2012   P   21,700 (1) A $ 18.9383 (2) 4,923,370 I See (4) Ordinary Shares 02/24/2012   P   3,344 A $ 470.9291 (3) 4,926,714 I See (5) Ordinary Shares 02/24/2012   P   1,085 A $ 470.1424 (3) 4,927,799 (6) I See (5)

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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 Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ELLIOTT ASSOCIATES, L.P. 40 WEST 57TH STREET 30TH FLOOR NEW YORK, NY 10019		X

Signatures

Elliot Greenberg, VP of Braxton Associates, Inc., as GP of Elliott Capital Advisors, L.P., as GP of Elliott Associates, L.P.		02/24/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects Ordinary Shares represented by American Depositary Shares held by Elliott Associates, L.P. ("Elliott") through The Liverpool Limited Partnership, a Bermuda Limited Partnership and wholly-owned subsidiary of Elliott ("Liverpool"). Each American Depositary Share represents two Ordinary Shares.
(2)	Reflects prices in U.S. Dollars per American Depositary Share.
(3)	Reflects prices in Rupees.
(4)	Reflects a transaction by Liverpool, a wholly-owned subsidiary of Elliott.
(5)	Reflects a transaction by Mansfield (Mauritius) Limited, a Mauritius company and a wholly-owned subsidiary of Elliott ("Mansfield").
(6)	The 4,927,799 Ordinary Shares reported on this Form 4 consist of: (a) 4,840,719 Ordinary Shares owned by Elliott through Mansfield, and (b) 43,540 American Depositary Shares owned by Elliott through Liverpool, representing 87,080 Ordinary Shares.
Remarks: Prices were rounded to the nearest 0.0001.

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