United States
                       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
                Date of Report (Date of earliest event reported):
                                January 15, 2002

                        Commission File Number 000-27663

                             SATYAM INFOWAY LIMITED
             (Exact name of registrant as specified in its charter)

                                 Not Applicable
                 (Translation of registrant's name into English)

                                Republic of India
                 (Jurisdiction of incorporation or organization)

                              Tidel Park, 2nd Floor
                          4, Canal Bank Road, Taramani
                             Chennai 600 113, India
                                (91) 44-254-0770
                    (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 20F [X] Form 40F [ ]

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]

If "Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b). Not applicable.



Item 7. Financial Statements and Exhibits.

     (c)  Exhibits:


            
        99.1   Notice to Shareholders.

        99.2   Explanatory Statement Pursuant to Section 173(2) of the Indian
               Companies Act 1956.

        99.3   Proxy Form.

        99.4   Letter to ADS Holders.

        99.5   Depositary's Notice of Shareholders' Meeting and Proxy.




                                   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, thereunder duly organized.

Date:  January 15, 2002


                                             SATYAM INFOWAY LIMITED


                                             By:    /s/ T.R. Santhanakrishnan
                                                    ----------------------------
                                             Name:  T.R. Santhanakrishnan
                                             Title: Chief Financial Officer



                                  EXHIBIT INDEX




Exhibit Number    Description
--------------    -----------
               
        99.1      Notice to Shareholders.

        99.2      Explanatory Statement Pursuant to Section 173(2) of the Indian
                  Companies Act 1956.

        99.3      Proxy Form.

        99.4      Letter to ADS Holders.

        99.5      Depositary's Notice of Shareholders' Meeting and Proxy.