INFOSYS TECHNOLOGIES LIMITED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 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 quarter ended December 31, 2005
Commission File Number: 000-25383
 
INFOSYS TECHNOLOGIES LIMITED
(Exact name of Registrant as specified in its charter)
 
Not Applicable
(Translation of Registrant's name into English)
 
Bangalore , Karnataka, India
(Jurisdiction of incorporation or organization)
 
Electronics City, Hosur Road, Bangalore, Karnataka, India 560 100. +91 80-2852-0261
(Address of principal executive offices)
 
Indicate by check mark registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
 
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 12g 3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
 
If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g 3-2(b).
Not Applicable

TABLE OF CONTENTS

Part I - Financial Information

SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
This Form 6-K contains our Report (the "Report") for the third quarter ended December 31, 2005, which we mailed to holders of our equity shares and American Depositary Shares on or about January 25, 2006. The Report is attached to this Form 6-K as Exhibit 99.1.

On January 11, 2006, the Company amended the terms of appointment of Mr. S.D. Shibulal, a whole time director of the Company. Under such amended terms of appointment, Mr. S.D. Shibulal's salary was changed from 15,830 U.S. dollars per month to 1,08,809 Indian rupees per month in connection with Mr. Shibulal's relocation to India from the United States. In addition, the amended terms of appointment changed Mr. Shibulal's bonus, perquisites and other benefits. The foregoing description of the amended terms of appointment does not purport to be complete and is qualified in its entirety by reference to the summary of the amended terms of appointment. A summary of the amended terms of appointment was mailed to holders of our equity shares and American Depositary Shares on or about January 25, 2006. The summary is attached to this Form 6-K as Exhibit 99.2

Also included in this Form 6-K is additional information regarding our financial condition and results of operations for the third quarter ended December 31, 2005, and certain other information that we have made available to the public on our web site at www.infosys.com as of January 25, 2006. The additional information includes: At a glance - Indian GAAP (Non-consolidated financials); Ratio analysis as per Indian GAAP (Non-consolidated); At a glance - US GAAP; Shareholder information and addresses of our offices and subsidiaries. The additional information is attached to this Form 6-K as Exhibit 99.3.

The information contained in this Form 6-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


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 organized.

Dated: 30 January, 2006

INFOSYS TECHNOLOGIES LIMITED

/s/ NANDAN M. NILEKANI

Nandan M. Nilekani
Chief Executive Officer
 

INDEX TO EXHIBITS

Exhibit Number Description of Document
   
99.1 Report for the third quarter ended December 31, 2005
   
99.2 Summary of Amended Terms of Appointment of Mr. S.D. Shibulal, dated January 11, 2006
   
99.3 Additional Information