6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For the month of June, 2006

Commission File Number 333-13944

MAHANAGAR TELEPHONE NIGAM LIMITED

(Exact name of Registrant as specified in its Charter)

12^th Floor, Jeevan Bharati Tower-1

124 Connaught Circus

New Delhi 110 001

India

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ý Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 

Registrant incorporates by reference the following Exhibit:

1. Approval of Annual Accounts and provisional dividend

SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Mahanagar Telephone Nigam Limited (Registrant)
Date: June 30, 2006
	By:	/s/ S.C. Ahuja Name:    S.C. Ahuja Title:      Company Secretary

2

EX-99

Exhibit 99

MAHANAGAR TELEPHONE NIGAM LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE)

CORPORATE OFFICE

No. MTNL/SECTT/SE/2006

June 30, 2006

The Secretary, Stock Exchange

Delhi/Bombay/Calcutta/Madras

National Stock Exchange/NYSE

Sub: Audited Financial Results for the Year ended 2005 - 2006

Dear Sir,

As already informed you, a meeting of the Board of Directors of the Company was held today at Mumbai to consider the Audited Financial Results for the Year 2005 - 2006. A copy of the approved Audited financial results for the Year 2005 - 2006 (subject to audit by CAG) is enclosed for your kind information and record. The same is also being published in the Newspapers.

Thanking you,

Yours faithfully,

(S.C. AHUJA)

COMPANY SECRETARY

Encl: as above.

MAHANAGAR TELEPHONE NIGAM LIMITED

(A GOVERNMENT OF INDIA ENTERPRISE)

CORPORATE OFFICE

No. MTNL/SECTT/SE/2006

June 30, 2006

The Secretary, Stock Exchanges

Delhi/Mumbai/Calcutta/Madras/National Stock Exchange/NYSE

Sub: Approval of Annual Accounts for the year 2005-06 and provisions for payment of dividend.

Further to our letter of even No. dt. 21.06.06 and pursuant to the provisions of the Listing Agreement, we write to inform you that a meeting of the Board of Directors of the company was held today for approval of the Annual Accounts for the Financial Year 2005-06. The information with respect to sub clause (a) and (b) of clause 20 is given below:-

a)   Provision made for Dividend/Recommendation for final payment of dividend @ 40% (including 30% interim dividend paid in February 2006) on the paid up equity share capital of Rs.630 crores subject to shareholders approval in the ensuing Annual General Meeting of the Company.

b)   The other financial figures are as under:-

		(Rs. in million) As at 31.3.2006	(Rs. in million) As at 31.3.2005
1	Turnover	60909.98	60737.88
2	Gross Profit	6713.58	12156.67
3	Net profit for the year	5802.92	9389.79
4	Provision for depreciation	6466.99	5880.07
5	Provision for income tax	560.76	2566.90
6	Amount appropriated from Reserves	NIL	NIL
7	Capital profit	NIL	NIL
8	Accumulated profit of past years or other special source to provide wholly or partly for the Dividend	NIL	NIL

These results are being published separately in the newspapers as required under clause 41 of the Listing Agreement.

Thanking you,

Yours Faithfully

(S.C.AHUJA)

COMPANY SECRETARY