UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

o	Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934
x	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended March 31, 2004
o	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from                                        to

Commission File Number: 001-16139

WIPRO LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Karnataka, India
(Jurisdiction of incorporation or organization)

Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
None	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

American Depositary Shares,
each represented by one Equity Share, par value Rs. 2 per share.

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)

     Indicate the number of each of the issuer’s classes of capital or common stock as of the class of the period covered by the annual report. 232,759,152 Equity Shares

     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 x No o

     Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 x

TABLE OF CONTENTS

 EXHIBIT 23.1

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EXPLANATORY NOTE

The purpose of this amendment to our Annual Report on Form 20-F for the year ended March 31, 2004 is solely to amend the exhibits listed on Item 19 to include letter of consent from KPMG LLP. This amendment to our Annual Report on Form 20-F does not otherwise attempt to update the information set forth in the original filing of the report.

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ITEM 19. EXHIBITS

Exhibit
Number	Description
23.1	Consent of KPMG LLP

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Report on its behalf.

	For Wipro Limited
May 19, 2004	/s/ Azim H. Premji Azim H. Premji, Chairman and Managing Director
	/s/ Suresh C. Senapaty Suresh C. Senapaty, Executive Vice President, Finance

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EXHIBIT INDEX

Exhibit
Number	Description
23.1	Consent of KPMG LLP

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