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                                                                     EXHIBIT 4.2



                                [GRAPHIC OMITTED]


                             ASSOCIATE STOCK OPTION
                                   PLAN' 2000




























                             SATYAM INFOWAY LIMITED

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1.0 OBJECTIVE

     In furtherance of the corporate policy of SATYAM INFOWAY LIMITED (SATYAM)
     of creating an environment conducive to higher growth opportunities to
     associates, the Associate Stock Option Plan' 2000 (ASOP) is designed to
     make the associates, partners in progress.

     The plan is aimed at the following:

     o  rewarding the associates for their performance and contribution to the
        success and growth of SATYAM

     o  providing them with a good and attractive motivational tool to improve
        their performance

     o  providing an opportunity for the professional partners to become
        financial partners in the Equity of SATYAM

     o  retaining the talent and services of the associates who have contributed
        to the success of SATYAM


2.0 DEFINITIONS

In this plan, unless the context otherwise requires

2.1    "Scheme" means "Associate Stock Option Plan" for Associates

2.2    "SATYAM" means "Satyam Infoway Limited"

2.3    "Board of Directors" means the "Board of Directors of SATYAM"

2.4    "Associate" means Employee of SATYAM either on full time or part time, in
       the regular service.

2.5    "ADS" means American Depository Shares of SATYAM listed at the NASDAQ
       Stock exchange, US with the ticker symbol "SIFY".

2.6    "Trust" means Satyam Infoway Associates Trust constituted in accordance
       with the resolutions passed at the Annual General Meeting and Board of
       Directors meeting and in pursuance of the Trust deed dated 27th September
       1999.

2.6    "Compensation Committee" means a committee of directors constituted and
       authorised by 'the Board of Directors' of SATYAM

2.7    "Warrant" means a document entitling the associate to whom it has been
       issued/transferred to apply for and get allotted one ADS of SATYAM
       subject to other clauses of the scheme. However, the warrant shall not
       entitle the holder to any dividend that may be declared by SATYAM.

2.8    "Conversion Price" means the price determined by the Board of Directors
       from time to time in accordance with the notifications, guidelines and
       clarifications issued by SEBI or any other statutory authority from time
       to time as applicable.
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3.0 ADMINISTRATION

3.1    The scheme will be administered by the Trust, which is entrusted with the
       responsibility of being the Operating Agency for administering the ASOP.

3.2    The trust will be allotted warrants in pursuance of the resolution(s)
       passed at the Annual General Meeting of SATYAM. The trust will hold those
       warrants for and on behalf of the associates of SATYAM.

3.3    On the recommendations of the "Compensation Committee", the trust will
       transfer the warrants to identified associates, with an option to convert
       the issued warrants into ADS at the rates indicated in the warrants,
       before conversion date.

3.4    The trust will also be holding the underlying equity shares allotted to
       the associates for and on their behalf, in terms of clauses 11.0 to 11.4
       dealing with the conversion before the conversion date.

3.5    The Trust will also act as coordinator for disposal of odd lot shares
       held by Associates.

3.6    The administration of the trust shall be as per the Administration Manual
       of the trust read with the Trust Deed and the scheme. In cases of
       incompatibility among the scheme, Trust Deed and the Administration
       Manual, the provisions of the scheme and Trust Deed shall override the
       Administration Manual.


4.0 QUANTUM OF THE PLAN

4.1    The trust will be allotted warrants entitling the holders for allotment
       of ADS in terms of the scheme, for a quantum not exceeding 5% of the paid
       up capital in any one year in terms of the resolution passed at Annual
       General Meeting for being transferred to eligible associates identified
       by the "Compensation Committee", which may be increased as per guidelines
       issued by SEBI from time to time.


5.0 FUNCTIONS OF COMPENSATION COMMITTEE

5.1    Guided by the principles of fairness, impartiality and natural justice,
       the Compensation Committee will study and assess the eligible associates,
       based on the guidelines for assessment formulated as part of the plan
       from time to time and make recommendations of identified associates to
       the Trust.

5.2    The Compensation Committee shall have the right to exclude any one from
       the list of eligible associates, from being identified for the benefits
       of the scheme.

5.3    The recommendations of the Compensation Committee shall be final and are
       not subject to review or appeal at the request/demand of associates.


6.0 ELIGIBLE ASSOCIATES

6.1    Full time and part time associates of SATYAM.

6.2    Out of eligible associates the Compensation Committee shall identify and
       recommend the associates to the benefits of the scheme.

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7.0 BASIS OF SELECTION BY COMPENSATION COMMITTEE

7.1    Basis of selection out of eligible associates shall be as per the
       guidelines framed and approved by the Compensation Committee from time to
       time.

7.2    The factors to be considered for assessment of associates for selection
       shall be:

       o  Performance
       o  Organisational Development
       o  Customer Satisfaction

7.3    The weightage to the factors mentioned in clause 7.2 and any addition or
       deletion to the list of factors shall be decided by the Board of
       Directors initially and shall be reviewed periodically by the Board of
       Directors.

7.4    The Compensation Committee shall also decide the quantum of eligibility
       to ADS for different categories of associates on the basis of identified
       parameters and in terms of the scoring of the associates in the
       assessment.

7.5    The Compensation Committee shall also determine the minimum scoring that
       an associate in each category has to score to be considered for the
       benefits of the scheme.

7.6    The Compensation Committee reserves the right to factor different
       parameters and different weightages for different categories of the
       associates.

7.7    The Compensation Committee can also recommend associates for awards for
       exceptional performance and or contribution for the organizational
       growth.

7.8    The Compensation Committee can also recommend new Associates joining
       Satyam to the benefits of the scheme, if they are found to be Key
       Performers.

7.9    The Compensation Committee shall seek the guidance and clarifications if
       any required, from the Board of Directors in implementing the assessment
       procedure.


8.0 ISSUE OF WARRANTS

8.1    The trust will hold the number of warrants allotted to the trust for and
       on behalf of the associates of SATYAM.

8.2    Based on the recommendations of the Compensation Committee, the trust
       will transfer the number of warrants recommended to identified associate.

8.3    The consideration for transfer of warrants by trust will be Re.1/- per
       warrant to be paid by associate to trust, before the transfer of the
       warrant.

8.4    The warrants shall not be transferable by any eligible associate, on or
       before the conversion date, except to the trust in cases of the associate
       ceasing to be an associate of the company or its subsidiaries by reason
       of resignation, dismissal or severance of employment due to reasons of
       non-performance or otherwise. In such cases of severance of employment,
       the warrants will be transferred back to trust at the same consideration
       as paid by the associate.

8.5    In the event of the associate dying in harness or attaining the age of
       superannuation, the rights and obligations under the warrants shall
       accrue to the legal heirs of the associate or to the associate as the
       case may be.

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8.6    In cases where an associate has different conversion dates for different
       lots of warrants issued to him, the separate warrant certificates will be
       issued for each set of warrants with the respective conversion dates.

8.7    In cases where the warrants entitles an associate, with odd lot (not
       being marketable lot), the trust will interact with the associates and
       arrange for making them marketable lots in the best interests of all
       parties concerned.

8.8    The warrant certificate shall indicate the warrant certificate number,
       name of the associate holding the warrants, number of warrants held by
       the associate, Conversion price at which warrants will be converted into
       ADS and the Conversion Date, along with main terms and conditions of
       issue of warrant.

8.9    The format of the warrant certificate shall be as per Annexure I.


9.0 CONVERSION DATE

9.1    The associate holding warrants may apply for conversion of the warrants
       on the date mentioned in those warrants/warrant certificates as the
       conversion date or after such date provided it is not later than the last
       of the conversion date(s) as applicable to the respective warrant/warrant
       certificates.

9.2    The conversion date shall be determined by Compensation Committee
       considering the period of applicability, the date of issue of warrants
       and lock in period applicable to the associate concerned as per the
       guidelines approved by Board of Directors from time to time.

9.3    The warrants shall not be permitted to be converted after the period as
       mentioned in Clause 9.1 hereof after which all the rights under warrants
       will become invalid. In such cases the consideration for the warrants
       paid by associates to the trust will be refunded to the associate.

9.4    Every associate who is entitled for conversion of warrants shall before
       the conversion date as mentioned in Clause 9.1 hereof approach Satyam
       Infoway Associates Trust for initiating the conversion process.


CLAUSE 9.1 HAS SINCE BEEN AMENDED BY THE COMMITTEE MEETING HELD ON 25TH MARCH,
2000

10.0 CONVERSION OPTION

10.1   Associates opting for conversion can apply for conversion of warrants
       into ADS in the form prescribed for the purpose.

10.2   Associates may at their discretion, opt for conversion on the conversion
       date of all the warrants held by him/her or some of the warrants. In the
       event of partial conversion, the consideration paid for warrants not
       converted shall be refunded.

10.3   On exercise of option, the associate shall submit the letter of
       conversion to Satyam Infoway Associates Trust, for allotment of ADS in
       his name. The Trust shall collect the consideration for conversion
       arrived at as a product of number of warrants opted for conversion and
       the conversion price as reduced by the price of the warrant paid by the
       associate for the number of warrants opted for conversion by the
       associate. This option shall be exercised before the expiry of grace
       period. The collection of consideration shall be in the form of
       cheques/demand drafts/pay orders in favor of "Satyam Infoway Associates
       Trust".
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10.4   On receipt of the warrants with payment as mentioned in Clause 10.3,
       SATYAM shall take necessary steps for allotment of ADS.

10.5   Associates who do not want to avail ASOP, may opt out of the scheme any
       time before conversion date and surrender the warrant certificate to
       trust for cancellation. Such option can be exercised at their discretion
       even before issue of warrant certificates by not communicating their
       acceptance to the offer of warrants.


11.0 BONUS/RIGHTS ISSUE

11.1   In the event of a Bonus/Rights or any other issue of securities to the
       existing shareholders, the warrant-holders may be given an opportunity of
       exercising conversion option, even before conversion date and record date
       for issue of Bonus/Rights or other issue of ADS, to enable the warrant
       holders to be eligible for issue of rights/bonus ADS or other securities,
       if any. Such opportunity shall be subject to guidelines/ clarifications/
       rules framed by SEBI and or any statutory authority.

11.2   The ADS allotted because of preponement of conversion option, will be in
       the custody of the Trust to be released to the associates after the
       conversion date.

11.3   In the event of severance of employment before conversion date as
       referred to in clause 8.4 of the scheme, after conversion in accordance
       with the clause 12.1, the ADS shall be transferred back by the associate
       to the Trust at the conversion price.

11.4   However the ADS allotted as bonus/rights ADS to the associates, in the
       capacity of shareholders would not be subjected to lock-in and will be
       available to be held by the associate. However, they would be subject to
       same terms and conditions as applicable to the rights/bonus issue.

11.5   The ADS allotted as bonus/rights ADS to associates under this clause
       shall not be mortgaged or pledged or hypothecated by the associates.

11.6   The dividends if any, received on the ADS held by Trust, on behalf of
       Associates will be maintained with Trust and be distributed to the
       Associates on whose behalf the dividends are received, after the
       conversion date, in case of continuance of employment. In the event of
       severance of employment the dividends received will be forfeited by the
       Trust.


12. LOCK-IN PERIOD

12.1   The warrants held by the associates are not transferable during the
       validity of the warrant except back to the trust. The said warrants
       cannot be pledged/hypothecated/ charged/ assigned/ mortgaged or in any
       manner disposed of or alienated.

12.2   In case of cessation of service as mentioned in clause No. 8.4 the
       warrants shall be forthwith transferred back to the trust, by the
       associate.

12.3   In case of Bonus/ Rights Issue, where the conversion option is permitted
       to be exercised before conversion date in terms of clause 11.1, the ADS
       so converted will be subject to lock in period for unexpired period up to
       conversion date.

12.4   During the lock in period, the ADS will be in the safe custody of the
       trust.


13.0 SAFE CUSTODY

13.1   The trust would be empowered by an agreement with the associate for

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       o  Safe custody of ADS in cases where conversion is permitted before
          conversion date due to bonus/ rights issue.

       o  Issue of a statement, every financial year, during the period of
          custody, to the associate intimating the number of ADS held in trust
          on behalf of the associate.


14.0 ADS AFTER CONVERSION

14.1   The ADS transferred to the associate after conversion from warrants,
       shall be the absolute property of the associate and will be held by the
       associate, subject to the lock-in period.

14.2   As a registered shareholder he will be entitled to all the benefits which
       may accrue to him such as dividends, bonus, rights, etc.

14.3   ADS issued as bonus ADS or rights ADS after conversion into ADS, after
       lock in period, will not be subjected to any lock in period.

14.4   The ADS arising on conversion shall rank pari passu with all other ADS of
       SATYAM for the time being in force; from the date of allotment.


15.0 LOANS FOR PURCHASE OF ADS

15.1   While the associates are at liberty to contract for loans for purchase/
       conversion of ADS from outside sources, the terms and conditions of the
       scheme/policy for granting of loans to associates will apply if the loans
       are either from SATYAM or the Trust.

15.2   The company shall have lien on the ADS converted under the scheme, that
       are held in the name of the associate, for any moneys due to the company
       by the associate either due to loans from the company or otherwise.


16.0 LISTING OF ADS

16.1   The ADS allotted to associates on conversion shall be listed on the stock
       exchanges subject to the terms and conditions of this scheme and terms
       and conditions of the listing agreement.


17.0 TAX LIABILITY

17.1   Any tax liability on account of issue of warrants/ conversion into ADS/
       allotment of ADS/ transfer of ADS shall be that of the associate alone.


18.0 MODIFICATIONS TO THE SCHEME

18.1   The Board of Directors and the Compensation Committee reserve the right
       to change the terms and conditions of the scheme, at any time, at its
       discretion.

18.2   Such changes in terms and conditions as per clause 18.1 can also be due
       to any change in the law applicable to the scheme or any mutual agreement
       between SATYAM and its associates.

18.3   Subject to any law for the time being in force, the changes if any,
       brought in terms of clause 18.1 would be prospective for implementation
       and shall not affect the rights and obligations created under the Scheme
       to SATYAM or associates.

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19.0 CONTRACT OF EMPLOYMENT

19.1   This scheme shall not form part of any contract of employment between
       SATYAM and the associate. The rights and obligations of any individual
       under the contract of employment shall not be affected by his
       participation in this scheme or any right which he may have to
       participate in it.

19.2   Nothing in this scheme shall afford any associate any additional right(s)
       as to compensation or damages in consequence of the termination of such
       office or employment for any reason.

19.3   This scheme shall not confer any associate any legal or equitable right
       against SATYAM either directly or indirectly or give rise to any cause of
       action in law or equity against SATYAM.


20.0 GOVERNMENT REGULATIONS

20.1   This scheme is subject to all applicable laws, rules, regulations,
       guidelines and to such approvals from any governmental agencies as may be
       required. In case of any contradiction between the provisions of this
       Scheme and any provisions, rules, regulations, guidelines issued by any
       governmental agencies, the provisions of law shall override the
       provisions of this scheme.

20.2   The associates who are granted warrants/ ADS under the scheme shall
       comply with such requirements of law as may be necessary.


21.0 GENERAL RISKS

21.1   SATYAM does not guarantee any return on the equity investment made by
       associates as part of the scheme. Any loss due to fluctuations in the
       market price of the equity including the shortfall in the expectations or
       projections and the risks associated with the investment are that of the
       associate alone.