As filed with the Securities and Exchange Commission on July 28, 2004
Registration No. 333-111164

Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
(Address of principal executive offices)

Table of Contents

INCORPORATION BY REFERENCE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (this “Post Effective Amendment No. 1”), filed pursuant to Instruction E on Form S-8 relates to the Registration Statement on Form S-8 (No. 333-111164) (the “Registration Statement”) of Wipro Limited (the “Registrant” or the "Company”) filed by the Company with the Securities and Exchange Commission on December 15, 2003 (the “Registration Statement”). Under the Registration Statement, the Company registered 1,500,000 American Depository Shares, each representing one Equity Share of the Company, to be sold in connection with the Registrant’s 2000 ADS Option Plan. The contents of the Registration Statement are incorporated herein by reference.

POST-EFFECTIVE AMENDMENT NO. 1

     On June 29, 2004, a committee of the Company’s Board of Directors approved the allotment of a stock dividend in the ratio of 2:1, whereby each holder of the Company’s Equity Shares would receive 2 shares of Equity Shares for each share of the Company’s Equity Shares held by such holder prior to the payment of the stock dividend and each holder of the Company’s American Depository Shares would receive 2 shares of American Depository Shares for each share of the Company’s American Depository Shares held by such holder prior to the payment of the stock dividend (collectively, the “Stock Dividend”). After giving effect to Stock Dividend, the aggregate number of shares of American Depository Shares issuable under the Company’s 2000 ADS Option Plan increased from 1,500,000 to 4,500,000. As provided for under Rule 416(b) of the Securities Act of 1933, this Post-Effective Amendment No. 1 amends the Registration Statement to reflect the Stock Dividend.

     The Registration Statement is hereby further amended to provide that upon any change in the amount of securities being offered or issued to prevent dilution from stock splits, stock dividends, or similar transactions, the Registration Statement shall be deemed to cover the additional securities to be offered or issued in connection with such transaction, as provided for under Rule 416(a) of the Securities Act of 1933.

PART II

     Item 8. Exhibits

     * Documents incorporated by reference from the Registrant’s Registration Statement on Form F-1, as amended (No. 333-46278), originally filed with the Securities and Exchange Commission on September 21, 2000.

     ** Documents incorporated by reference from the Registrant’s Annual Report on Form F-20, as amended (No. 001-16139), originally filed with the Securities and Exchange Commission on May 17, 2004.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post Effective Amendment No. 1 and has duly caused this Post Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Bangalore, Karnataka, Republic of India, on July 28, 2004.

     Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated.

EXHIBIT INDEX

     ** Documents incorporated by reference from the Registrant’s Annual Report on Form F-20, as amended (No. 001-16139), originally filed with the Securities and Exchange Commission on May 17, 2004.