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Mail Stop 4561         A p r i l  8 ,  2 0 0 8   Ramesh Shah Chairman of the Board WNS North America Inc. 420 Lexington Avenue, Suite 2515 New York, NY 10170
Re: WNS (Holdings) Limited   Form 20-F for the Fiscal Year Ended March 31, 2007
Filed June 26, 2007 Form 6-K filed February 8, 2008
File No. 1-32945

Dear Mr. Shah:

We have reviewed your response letter dated March 24, 2008 in connection with
the above referenced filing[s]  and have the following comment.  If indicated, we think
you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this inform ation, we may raise additional comments.
Unless otherwise noted, where prior comments ar e referred to they refer to our letter
dated February 28, 2008.

Form 20-F for the Fiscal Year Ended March 31, 2007

 Item 5 – Operating and Financial Review and Prospects, page 35

1. We note from your response to our prior comment 3 that your customer contracts
do not generally provide for a commi tted minimum volume of business or
committed amounts of revenues, and your clients only provide you with one to

Ramesh Shah
WNS (Holdings) Limited
April 8, 2008 Page 2
three month rolling forecasts of their serv ice requirements.  Please disclose this
information to your readers as part of your discussion of your contracts, as we
believe this provides your readers with useful information about the customary
terms of your contracts.
 Form 6-K filed February 8, 2008

 Financial Statements for the Nine Months Ended December 31, 2007

 Note 13 – Transfer of Delivery Center to AVIVA

2. We note from your response to our prior comment 18 that you believe the transfer
of your Sri Lanka facility to AVIVA th rough the transfer of  your ownership
interest in WNS CS is anal ogous to a termination of a contract with a client and
not a discontinued business ope ration of a component of an  entity as defined in
paragraph 41 of SFAS 144.  However, we  also note that you disclosed revenues
and pre-tax profit generated from this cont ract in your Form 6-K, which indicates
that you are able to clearly distinguish the operations and cash flows of this Sri
Lanka facility from the rest of your comp any.  Given the above,  please explain to
us in more detail how you determined that this facility was not a component of an entity as defined in paragraph 41 of SFA S 144.  Your response  should identify the
lowest level at which you cl early distinguish operations and cash flows, and if
necessary, should reconcile this level to the fact that you appear to separately
track the operations and cash flows of your WNS CS subsidiary.
 General

3. The Tandy representations must come di rectly from the Company, not from your
counsel on behalf of the Company.  Pleas e provide these representations in a
separate letter from the Company in tandem with your next response, if the
response is submitted by your counsel.

* * * * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.

Ramesh Shah
WNS (Holdings) Limited April 8, 2008 Page 3
You may contact Jennifer T hompson, Staff Accountant, at (202) 551-3737 if you
have any questions regarding comments on the financial statements and related matters.
Please address questions regard ing all other comments to Evan Jacobson, Staff Attorney,
at (202) 551-3428 or David Orlic, Speci al Counsel, at (202) 551-3503.  If you need
further assistance, you may contact me at (202) 551-3499.
        S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief