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.

     This Amendment No. 2 to Schedule 13D amends the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the Securities and Exchange Commission (the “Commission”) on February 6, 2009 and amended by Amendment No. 1 (the “Schedule 13D”), relating to the shares of common stock, par value Rs. 2.0 per share (the “Common Stock”), of Satyam Computer Services Limited, a corporation organized under the laws of the Republic of India (the “Issuer”), with 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. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Schedule 13D. Except as expressly set forth herein, there have been no changes to the information set forth in the Schedule 13D.

Item 4. Purpose of the Transaction.

     Item 4 of the Schedule 13D is hereby amended to add the following:

     The Reporting Persons submitted an offer in the Bid Process however on April 13, 2009, the Issuer announced that it had decided to enter into a transaction with another bidder. As part of the Bid Process, the Reporting Persons entered into a standstill agreement with respect to future acquisition, disposition or transfer of securities of the Issuer. Pursuant to the standstill agreement, the Reporting Persons are prohibited from tendering their shares of the Issuer in the open public offer to be commenced by the successful bidder in the Bid Process. The standstill agreement terminates six months from the date of public announcement of the public offer by the successful bidder. The standstill agreement is attached as Exhibit 99.1 hereto and this summary of the standstill agreement is qualified in its entirely with reference thereto.

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

Item 7. Material to be Filed as Exhibits E

     Exhibit 99.1 Standstill Agreement between Satyam Computer Services Limited and Larsen & Toubro Limited, dated March 26, 2009

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: April 22, 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