UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Satyam Computer Services Limited

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*      The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		804098101		Page		2

*		The calculation of this percentage is based upon 673,884,281 equity shares of Common Stock outstanding, including 130,698,638 underlying equity shares for 65,349,319 ADSs, as of December 31, 2008, reported by the Issuer in its shareholding pattern for the quarter ended December 31, 2008, filed by the Issuer with the Bombay Stock Exchange on January 21, 2009.

CUSIP No.		804098101		Page		3

*		The calculation of this percentage is based upon 673,884,281 equity shares of Common Stock outstanding, including 130,698,638 underlying equity shares for 65,349,319 ADSs, as of December 31, 2008, reported by the Issuer in its shareholding pattern for the quarter ended December 31, 2008, filed by the Issuer with the Bombay Stock Exchange on January 21, 2009.

Item 1. Security and Issuer.

          This statement on Schedule 13D relates to common stock, par value Rs. 2.0 per share (“Common Stock”), of Satyam Computer Services Limited, a corporation organized under the laws of the Republic of India (the “Issuer”). The Issuer has its principal executive offices at Satyam Infocity, Unit — 12, Plot No. 35/36, Hi-tech City layout, Survey No. 64, Madhapur Hyderabad — 500 081, Andhra Pradesh, India. The Issuer’s registered office is at 1-8-303/6, Mayfair Centre, 1^st Floor, S P Road, Secunderabad, 500003, Andhra Pradesh.

Item 2. Identity and Background.

          (a) This statement on Schedule 13D is being filed by Larsen & Toubro Limited (“L&T”) and its wholly-owned subsidiary, L&T Capital Company Limited (“L&T Capital”). L&T and L&T Capital are sometimes referred to collectively as the “Reporting Persons,” and each as a “Reporting Person.”

          (b) The principal business address of the Reporting Persons is L&T House, Ballard Estate, Mumbai 400 001, India.

          (c) L&T is India’s largest engineering and construction conglomerate with additional interests in electrical and electronics, information technology and other diversified businesses. L&T Capital offers asset management services and treasury management services to its affiliated entities. L&T Capital is registered under SEBI as a Portfolio Management Service Company and with the Association of Mutual Funds of India as a mutual fund distributor/advisor.

          Certain information required by this Item 2(a) — (c) concerning the directors and executive officers of each of the Reporting Persons is set forth on Schedule A annexed hereto, which is incorporated herein by reference.

          (d) — (e) Within the past five years, neither Reporting Person and, to the knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.

          (f) Each of the Reporting Persons is organized under the laws of the Republic of India. Certain information required by this Item 2(f) concerning the directors and executive officers of each of the Reporting Persons is set forth on Schedule A annexed hereto, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

          The source of funds used to acquire the shares of Common Stock by the Reporting Persons was from internal accruals of L&T. The shares of Common Stock were

purchased in the open market on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited for an aggregate purchase price of approximately INR6573 million.

          The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Item 4. Purpose of the Transaction.

          The shares of Common Stock were acquired as part of a strategic investment by the Reporting Persons. The Reporting Persons intend to optimize the value of their investments and, therefore, will observe from time to time the Issuer’s business affairs and financial position. The Reporting Persons may, but there is no assurance that they will, pursue other actions with respect to their strategic investment.

          The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

          (a) The aggregate number and percentage of Common Stock of the Issuer deemed to be beneficially owned by the Reporting Persons is 81,132,714 shares, which represents approximately 12.0% of the issued and outstanding Common Stock of the Issuer. Of this amount, 50,919,964 shares are directly owned by L&T and 30,212,750 shares are directly owned by L&T Capital. The calculation of this percentage is based upon 673,884,281 equity shares of Common Stock outstanding, including 130,698,638 underlying equity shares for 65,349,319 ADSs, as of December 31, 2008, reported by the Issuer in its shareholding pattern for the quarter ended December 31, 2008, filed by the Issuer with the Bombay Stock Exchange on January 21, 2009. L&T has sole voting and dispositive power of all the shares because L&T Capital, the record holder of certain of the shares, is a wholly-owned subsidiary of L&T.

          To the knowledge of the Reporting Persons and other than as set forth above, none of the persons set forth on Schedule A has any interest in the Common Stock of the Issuer.

          (b) The Reporting Persons have the sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Stock.

          (c) During the past 60 days, the Reporting Persons made the following open market purchases of Common Stock, which are included in the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D:

Date of Each				Number of Shares				Price
Transaction				Purchased				Per Share(1)
12-30-2008					2,424,083			INR	156.28
12-31-2008					7,909,481			INR	171.11
1-1-2009					8,675,232			INR	176.51
1-2-2009					7,684,618			INR	175.77
1-5-2009					550,000			INR	167.98
1-22-2009					2,969,336			INR	29.27
1-23-2009*					50,919,964			INR	34.65
		Total			81,132,714

          To the knowledge of the Reporting Persons, none of the persons set forth on Schedule A has effected any transactions in the Common Stock of the Issuer during the past sixty days.

          (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

          (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

          Other than as set forth in this statement on Schedule 13D, there are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. The information set forth in Item 5 of this Schedule 13D is hereby incorporated herein by reference.

          To the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons set forth on Schedule A, or between the persons set forth on Schedule A, and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

          Not applicable.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 6, 2009

		LARSEN & TOUBRO LIMITED
		By:		/s/ N. Hariharan
		Name:		N. Hariharan
		Title:		Company Secretary
		L&T CAPITAL COMPANY LIMITED
		By:		/s/ P.S. Kapoor
		Name:		P. S. Kapoor
		Title:		Company Secretary

SCHEDULE A

CERTAIN INFORMATION REGARDING THE PERSONS CONTROLLING LARSEN & TOUBRO LIMITED AND L&T CAPITAL COMPANY LIMITED

I. Larsen & Toubro Limited

Directors

Name		Principal Occupation		Business Address
S. Rajgopal		Retired		L&T House, Ballard Estate, Mumbai – 400 001
S. N. Talwar		Solicitor		M/s. Talwar, Thakore & Associates
				Hague Building,9,Sprott Road
				Ballard Estate, Mumbai – 400 001.
M. M. Chitale		Chartered Accountant		M/s. Mukund M. Chitale & Co.
				Chartered Accountants
				204/205, Agrawal Shyamkamal-A
				Vile Parle (E), Mumbai – 400 057
Mathew T. Thomas		Company Executive		Life Insurance Corporation of India Central Office, “Yogakshema” Jeevan Bima Marg, P.B. No.19953 Mumbai – 400 021.
N. Mohan Raj		Company Executive		Life Insurance Corporation of India
				Central Office, “Yogakshema”
				Jeevan Bima Marg, Mumbai – 400 021.
Subodh Bhargava		Company Executive		Tata Communications Limited,
				Videsh Sanchar Bhavan,
				Bangla Sahib Road,
				New Delhi-110 001

Name		Principal Occupation		Business Address
Bhagyam Ramani (Mrs.)		Company Executive		General Insurance Corporation of India
				“Suraksha”, 170, J. Tata Road,
				Churchgate, Mumbai – 400 020
A. K. Jain		Retired		L&T House, Ballard Estate, Mumbai – 400 001
J.S. Bindra		Retired		L&T House, Ballard Estate, Mumbai – 400 001

     Except for J.S. Bindra, each of the directors listed above is a citizen of the Republic of India. Mr. Bindra is a citizen of the United States.

Executive Officers

A. M. Naik		Chairman & Managing Director
Jagdish. Pandurang. Nayak		Whole-time Director & President (Machinery & Industrial Products)
Yeshwant Moreshwar Deosthalee		Whole-time Director & Chief Financial Officer
Krishnamurthi Venkataramanan		Whole-time Director & President (Engineering & Construction Projects)
Ram Nath Mukhija		Whole-time Director & President (Electrical & Electronics)
Kodiyalam Vasudevan Rangaswami		Whole-time Director & President (Construction)
Vijay Kumar Magapu		Whole-time Director & Senior Executive Vice President (IT & Technology Services)
Madhukar Vinayak Kotwal		Whole-time Director & Senior Executive Vice President (Heavy Engineering)

     The principal occupation of each of the executive officers listed above is serving as an employee of Larsen & Toubro Limited in their respective capacity listed above. Each of the executive officers listed above is a citizen of the Republic of India and the principal business address of each such individual is c/o of Larsen & Toubro Limited, L&T House, Ballard Estate, Mumbai 400 001, India, telephone 91-22-67525656.

     The filing of this Statement on Schedule 13D shall not be construed as an admission that any of such individuals is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement on Schedule 13D.

II. L&T Capital Company Limited

Directors and Executive Officers

Name		Principal Occupation		Business Address
Yeshwant Moreshwar Deosthalee		Company Executive		L&T House, Ballard Estate, Mumbai – 400 001
Narayanaswami Sivaraman		Company Executive		L&T House, Ballard Estate, Mumbai – 400 001
Ramamurthi Shankar Raman		Company Executive		L&T House, Ballard Estate, Mumbai – 400 001

     The principal occupation of each of the executive officers listed above is serving as an employee of L&T Capital Company Limited in their respective capacity listed above. Each of the executive officers listed above is a citizen of the Republic of India and the principal business address of each such individual is c/o of Larsen & Toubro Limited, L&T House, Ballard Estate, P. O. Box 278, Mumbai 400 001, India, telephone 91-22-67525656.

     The filing of this Statement on Schedule 13D shall not be construed as an admission that any of such individuals is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement on Schedule 13D.