SecProbe.io

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Mail Stop 4-6

      	January 6, 2005

R. Ramaraj
Chief Executive Officer and
Managing Director
Sify Limited
Tidel Park, 2nd Floor
No. 4 Canal Bank Road
Taramani, Chennai 600 113, India

	RE:	Sify Limited
		Registration Statement on Form F-3
		Filed December 7, 2004
		File No. 333-121047

		Form 20-F for fiscal year ended March 31, 2004
		File No. 0-27663

Dear Mr. Ramaraj:

	This is to advise you that we have limited our review of the
above registration statement to matters relating to the status of
your Form F-6, as well as the disclosure in your Form 20-F
relating
to your controls and procedures.  Based on this limited review, we
have the following comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. It appears that you will need to file a Form F-6 in order to
register the underlying ADSs.  Please advise us as to the timing
of
this document.

Form 20-K for fiscal year ended March 31, 2004

Item 15. Controls and Procedures.
2. We note your disclosure stating that management evaluated the
effectiveness of the issuer`s disclosure controls and procedures
"as
of a date within 90 days of the filing date of this Annual Report
on
Form 20-F ...."  Please note that although Rule 13a-15(b) permits
the
evaluation of controls and procedures to occur within the 90-day
period prior to the filing date of each report requiring
certification, Item 15(a) of Form 20-F states that conclusions as
to
effectiveness must be "as of the end of the period covered by the
report."  In this regard, please advise whether management`s
evaluation date was in fact as of the end of the period covered by
your Form 20-F, or whether an alternative evaluation date was
chosen.
Additionally, please confirm that you will present your disclosure
in
future filings to conform to the requirements of Item 15 of Form
20-
F.
3. Similarly, Rule 13a-15(d) requires disclosure of any change in
internal control over financial reporting that occurred during
"each
of the issuer`s fiscal quarters, or fiscal year in the case of a
foreign private issuer" rather than "subsequent to the date of
their
evaluation." Therefore, consistent with Rule 13a-15(d), please
advise
us whether there were any changes in internal control over
financial
reporting during the fiscal year covered in your Form 20-F.
Additionally, please confirm that you will present your disclosure
in
future filings to conform to the requirements of Rule 13a-15(d).
4. Finally, we note your disclosure stating that there were no
"significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date
of their evaluation."  Please note that with respect to a foreign
private issuer, Rule 13a-15(d) requires disclosure of any change
in
the registrant`s internal control over financial reporting that
occurred during the registrant`s last fiscal year that has
materially
affected, or is reasonably likely to materially affect, the
registrant`s internal control over financial reporting.
Therefore,
consistent with Rule 13a-15(d), please advise us whether the
registrant

experienced any change in their internal control over financial
reporting that has materially affected, or is reasonably likely to
materially affect, the registrant`s internal control over the year
covered by the Form 20-F.  Additionally, please confirm that you
will
present your disclosure in future filings to conform to the
requirements of Rule 13a-15(d).

*    *    *    *

      No further review of the registration statement has been or
will be made.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings reviewed by
the staff to be certain that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Direct questions to Robert Bell, Staff Attorney, at (202)
942-
1953, or me at (202) 942-1800.

						Sincerely,

						Barbara C. Jacobs
						Assistant Director
						Office of Computers and Online
Services

cc:	Stephen A. Martin
	Latham & Watkins LLP
	Fax (650) 463-3071
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R. Ramaraj
Sify Limited
Form F-3; File No. 333-121047
January 6, 2005
Page 4 of 4

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