Exhibit 99.3

                             SATYAM INFOWAY LIMITED
                             Tidel Park, 2nd Floor,
                               4, Canal Bank Road
                            Taramani, Chennai 600 113
                                      India

                                                                  April 17, 2002

To the holders of our American Depositary Shares:

On behalf of your Board of Directors and your management, I cordially invite you
to attend our Sixth Annual General Meeting of stockholders. It will be held on
Monday June 17, 2002, beginning at 12.30 p.m., at our registered office located
at II Floor, Mayfair Centre, S.P. Road, Secunderabad -- 500 003, India.

At the Annual General Meeting, you will be asked to consider and approve
ordinary business matters, including the adoption of the Company's audited
Balance Sheet, Profit and Loss Account, the Auditors' Report and Directors'
Report for the fiscal year ended March 31, 2002, as well as the appointment of
Directors and Accountants.

In addition to ordinary business matters, you will be asked to consider and
approve one special business matter.

We are seeking your approval to consider and approve a revision in payment of
managerial remuneration.

The ordinary business matters are ordinary resolutions requiring the approval of
a majority of the equity shareholders present in person or by proxy at the
Annual General Meeting. The matter set forth as special business requires
special resolution. Under Indian law, a special resolution must be approved by a
number of votes, which is not less than three times the number of votes against
the special resolution.

Our Board of Directors recommends that you approve each of these resolutions.

You are urged to read carefully the accompanying Notice of Annual General
Meeting and Explanatory Statement pursuant to Section 173(2) of the Indian
Companies Act, 1956 for additional information regarding the Annual General
Meeting and the resolutions proposed.

The Board of Directors has fixed the close of business on May 18, 2002 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual General Meeting. All stockholders are cordially invited to
attend the Annual General Meeting. However, to ensure your representation, you
are requested to complete, sign, date and return the enclosed voting direction
card as soon as possible in accordance with the instructions on the card. A
return addressed envelope is enclosed for your convenience. This card represents
your instruction to the depositary regarding the voting of the equity shares
underlying your ADRs.

                                                   Yours very truly,


                                                   R. Ramaraj
                                                   Managing Director & CEO.