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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
   FORM 20-F/A   o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934ORþ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the transition period from ______ to ______ For the fiscal year ended March 31, 2004
    
    Commission file number 001-15190
 Satyam Computer Services Limited  N/A
    
    Republic of India(Translation of Registrants Name Into English)
    
    (Jurisdiction of Incorporation or Organization)
   Satyam Technology Center
Bahadurpallay Village
Qutbullapur Mandal, R.R. District- 500855
Hyderabad, Andhra Pradesh
India
(91) 40-5523 3505
(Address and Telephone Number of Principal Executive Offices)   Securities registered or to be registered pursuant to Section 12(b) of the Act:
American Depositary Shares, each represented by two Equity Shares, par value Rs.2 per share. Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class) Indicate the number of outstanding shares of each of the issuers classes
of capital or common stock as of the close of the period covered by the annual
report: 314,564,030 equity shares, including 33,639,972 underlying equity
shares for 16,819,986 ADSs, were issued and outstanding as of March 31, 2004. Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  þ
    
    No  o
 Indicate by check mark which financial statement item the registrant has
elected to follow. Item 17  o
    

Item 18  þ




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TABLE OF CONTENTS  ITEM 19. EXHIBITSSIGNATURESCHIEF EXECUTIVE OFFICER CERTIFICATIONCHIEF FINANCIAL OFFICER CERTIFICATIONEx-10.1 Consent of Independent AuditorsEx-99.1 Certification of Chief Executive OfficerEx-99.2 Certification of Chief Financial Officer    Table of Contents  EXPLANATORY NOTE This Form 20-F/A for the fiscal year ended March 31, 2004, is being filed
solely to file a revised Report of Price Waterhouse, Independent Auditors and
the associated consents and certifications. The attached Report of Price
Waterhouse is addressed to our shareholders as well as our Board of Directors
and includes the following language duly underlined and italicized which was
inadvertently omitted from the Report of Price Waterhouse in the previously
filed Form 20-F: In addition, in our opinion, the financial statement schedule listed in the
accompanying index presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements. These financial statements and financial statement
schedule are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits and
the report of other auditors provide a reasonable basis for our opinion. We have no further changes to the previously filed Form 20-F. All
information in this Form 20-F/A is as of June 29, 2004 (the date of the initial
Form 20-F filing), and does not reflect, unless otherwise noted, any subsequent
information or events other than the change mentioned above. 
 ITEM 19. EXHIBITS Number
    
    Description1.1
    
    
    Memorandum and Articles of Association of Satyam Computer
Services. (1)1.2
    
    
    Schedule 1  Table A: Regulations for Management of a
Company Limited by Shares. (1)2.1
    
    
    Specimens of Share Certificates. (1)2.2
    
    
    Deposit Agreement dated May 14, 2001, by and among Satyam
Computer Services, Citibank, N.A. and the holders from time to time
of American Depositary Receipts issued thereunder (including as an
exhibit, the form of American Depositary Receipt). (2)4.1
    
    
    Associate Stock Option Plan (including Deed of Trust). (1)4.2
    
    
    Associate Stock Option Plan B. (1)4.3
    
    
    Associate Stock Option Plan ADR. (1)4.4
    
    
    Investor Rights Agreement, dated October 7, 2002, by and
among Sify Limited (formerly Satyam Infoway Limited), Satyam
Computer Services Limited, SAIF Investment Company Limited and
Venture Tech Solutions Pvt. Ltd. (3)8.1
    
    
    List of Subsidiaries. (4)10.1
    
    
    Consent of Price Waterhouse, Independent Auditors. (5)99.1
    
    
    Certification of Chief Executive Officer under Section 906
of the Sarbanes-Oxley Act. (5)99.2
    
    
    Certification of Financial Officer under Section 906 of the
Sarbanes-Oxley Act. (5)(1
    )
    
    Previously filed as an exhibit to our Registration
Statement on Form F-1 (File No. 333-13464) filed on May 7,
2001 and incorporated herein by reference.(2
    )
    
    Previously filed as an exhibit to our Form 20-F (File No.
001-15190) filed on August 13, 2001 and incorporated herein
by reference.(3
    )
    
    Previously furnished by Sify Limited to the Commission as
an exhibit to Form 6-K (file No. 00027-663) on October 10,
2002 and incorporated herein by reference.(4
    )
    
    Previously filed as an exhibit to our Form 20-F (File No.
001-15190) filed on June 29, 2004 and incorporated herein by
reference.(5
    )
    
    Filed herewith.




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SIGNATURES The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F/A and authorized the undersigned to sign this
annual report on its behalf. SATYAM COMPUTER SERVICES LIMITEDBy:
    
    /s/ B. Rama Raju
Name:  B. Rama Raju
Title:    Managing Director and Chief Executive OfficerBy:
    
    /s/ Srinivas V
Name:  Srinivas V
Title:    Director and Senior Vice President
             & Chief Financial OfficerDate: July 26, 2004




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CHIEF EXECUTIVE OFFICER CERTIFICATION I, B. Rama Raju, certify that:  1.
    
    I have reviewed this annual report on Form 20-F/A of Satyam Computer
Services Limited;2.
    
    Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the company as of, and for, the periods presented in
this report;4.
    
    The companys other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
company and have:  (a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;(b)
    
    Evaluated the effectiveness of the companys disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and(c)
    
    Disclosed in this report any change in the companys
internal control over financial reporting that occurred during
the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the
companys internal control over financial reporting; and  5.
    
    The companys other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the companys auditors and the audit
committee of the companys board of directors (or persons performing
the equivalent functions):  (a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the companys
ability to record, process, summarize and report financial
information; and(b)
    
    Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
companys internal control over financial reporting. Dated this July 26, 2004. By: /s/ B. Rama Raju
Managing Director and
Chief Executive Officer




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CHIEF FINANCIAL OFFICER CERTIFICATION I, Srinivas V., certify that:  1.
    
    I have reviewed this annual report on Form 20-F/A of Satyam
Computer Services Limited;2.
    
    Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the company as of, and for, the periods presented in
this report;4.
    
    The companys other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
company and have:  (a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;(b)
    
    Evaluated the effectiveness of the companys disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and(c)
    
    Disclosed in this report any change in the companys
internal control over financial reporting that occurred during
the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the
companys internal control over financial reporting; and  5.
    
    The companys other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the companys auditors and the audit
committee of the companys board of directors (or persons performing
the equivalent functions):  (a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the companys
ability to record, process, summarize and report financial
information; and(b)
    
    Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
companys internal control over financial reporting. Dated this July 26, 2004. By: /s/ Srinivas V.
Director and Senior Vice President &
Chief Financial Officer