6-K

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

EX-99.1

Report for the third quarter ended December 31, 2005

Infosys Technologies Limited Regd. Office : Electronics City Hosur Road , Bangalore 560 100, India Tel : 91 80 2852 0261 Fax : 91 80 2852 0362

Letter to the shareholder

Dear Shareholder,

We are glad to report steady growth in the third quarter of fiscal 2006. Our initiatives in strategic alignment, capability building and operational excellence are all on track.

Our consolidated Indian GAAP revenues grew by 35.0% over the corresponding quarter last fiscal, while consolidated net profits before exceptional items increased by 30.6%. In US GAAP terms, revenues grew by 32.2% over the corresponding quarter last fiscal.

Our revenue guidance for fiscal 2006 is between Rs. 9,487 crore and Rs. 9,496 crore. In US GAAP terms, the guidance is $ 2.14 billion. Consolidated earnings per American Depositary Share are expected to be between $ 2.04 and $ 2.05.

It was a volatile quarter for the rupee. The benefit of rupee depreciation on the operating margin was offset by hedging losses at the non-operating level.

Liquidity continues to be strong. Offshore services volumes grew at 6.2% and onsite services volumes at 6.5%. We now have 14 clients billing (on a last twelve months, or LTM basis) at more than $ 40 million, and 7 at over $ 50 million.

This quarter, we inducted 5,135 (gross) employees. Our consolidated strength, including subsidiaries, has grown to 49,422. We recently celebrated the 10th anniversary of some of our development centers outside Bangalore. All these centers have matured and are contributing significantly to our growth.

Our continued focus on being the business transformational partner for our clients gained significant momentum. Building on our initiatives in the last quarter, we have been able to build on our consulting capabilities. Our collaborative approach to the market-place, combined with the strengths of our various business units, is boosting the competitiveness of our clients and is showing positive results.

This quarter we added 36 new clients, growing our portfolio of active clients to 454. We continued to enhance the competitiveness of leading companies in industries such as Retail, Aerospace, Insurance and Energy. Our Strategic Global Sourcing Unit, together with Infosys Consulting Inc., assessed the sourcing strategy and processes for a leading hi-tech company to enable it to consolidate vendors, reducing spend on local contractors while increasing spend on offshore managed services vendors. Our Hi-Tech and Discrete Manufacturing unit (HTDM) and our Product Engineering practice are helping a major hi-tech corporate in building a GSM cell phone for emerging markets. We partnered with a global software company to boost its R&D effectiveness by enhancing, maintaining and testing its core products.

New services such as Infrastructure Management Services (IMS) and Independent Validation Services (IVS) gained traction. In the IMS arena, we won a large multi-year contract in infrastructure support for a leading Europe-based global client in investment banking. On the IVS front, we are building a Testing Center of Excellence (TCoE) for the largest grocery home-shopping service in the world.

Our subsidiaries in China and Australia continued to win the confidence of clients in their markets. In Australia, our new wins include a retail chain, a pharmaceutical multinational, one of the world's largest privately owned professional services and recruitment companies, and an energy utility that supplies gas and electricity to 1.1 million homes. In China, a global provider of reliable power, precision environmental and connectivity solutions for telecommunications and data network infrastructure partnered with us to develop a next-generation energy system management software.

Finacle ® , our universal banking solution, consolidated its position as a preferred choice for large global banks. Among new wins are AN Bank, a Global 500 bank headquartered in Saudi Arabia, and two leading Indian banks - Centurion Bank of Punjab and UCO Bank.

As we move into the final quarter of the current fiscal year, we look forward to your support in beginning the 25th year of our inception with a renewed commitment to excellence and profitability. On your behalf, we thank all Infoscions.

	Nandan M. Nilekani	S. Gopalakrishnan
Bangalore January 11, 2006	Chief Executive Officer,President and Managing Director	Chief Operating Officer and Deputy Managing Director

Select Financial Data (Consolidated) - as per Indian GAAP

Profit and Loss Account for the Quarter ended

in Rs. crore, except per share data

	Dec 31, 2005	Dec 31, 2004	Year-on-year Growth (%)	Sep 30, 2005	Sequential Growth (%)
Income from software services, products and
business process management	2,532	1,876	35.0	2,294	10.4
Software development and business process management expenses	1,327	992	33.8	1,212	9.5
Gross profit	1,205	884	36.3	1,082	11.4
Selling, general and administrative expenses
Selling and marketing expenses	158	117	35.0	149	6.0
General and administration expenses	186	149	24.8	199	(6.5)
	344	266	29.3	348	(1.1)
Operating profit before interest, depreciation, amortization and minority interest	861	618	39.3	734	17.3
Interest	-	-	-	-	-
Depreciation and amortization	117	74	58.1	96	21.9
Operating profit after interest, depreciation, amortization and before minority interest	744	544	36.8	638	16.6
Other income	(5)	46	(110.9)	44	(111.4)
Provision for investments	-	-	-	1	-
Net profit before tax and minority interest	739	590	25.3	681	8.5
Provision for taxation*	83	93	(10.8)	69	20.3
Net profit after tax and before minority interest	656	497	32.0	612	7.2
Minority interest	7	-	-	6	16.7
Net profit after tax and minority interest	649	497	30.6	606	7.1
Earnings per share
(Equity shares, par value Rs. 5/- each)
Basic	23.68	18.50	28.0	22.26	6.4
Diluted	23.02	17.95	28.2	21.63	6.4

* The tax provision for the quarter ended Sep 30, 2005 includes Rs. 20 crore written back upon completion of assessment in an overseas tax jurisdiction.

Balance Sheet as of

in Rs. crore

	Dec 31, 2005	Mar 31, 2005
Shareholders' funds	7,312	5,225
Minority interest	60	-
Preference shares issued by subsidiary	-	94
	7,372	5,319
Fixed assets and capital work-in-progress	2,096	1,574
Investments	2,205	1,211
Sundry debtors	1,394	1,322
Cash and bank balances	1,694	1,576
Deferred tax assets	57	45
Other current assets net of current liabilities and provisions	(74)	(409)
	7,372	5,319

Select Financial Data (Consolidated) - as per US GAAP

Income Statement for three months ended

in United States Dollar millions, except per share data

	Dec 31 2005	Dec 31, 2004	Year-on-Year	Sept 30, 2005	Sequential
			Growth (%)		Growth(%)
Revenues	559	423	32.2	524	6.7
Cost of revenues	319	241	32.4	297	7.4
Gross profit	240	182	31.9	227	5.7
Operating expenses
Selling and marketing expenses	35	26	34.6	35	-
General and administrative expenses	41	34	20.6	46	(10.9)
Total operating expenses	76	60	26.7	81	(6.2)
Operating income	164	122	34.4	146	12.3
Other income, net	(1)	11	(109.1)	9	(111.1)
Income before income taxes and minority interest	163	133	22.6	155	5.2
Provision for income taxes*	18	21	(14.3)	16	12.5
Income before minority interest	145	112	29.5	139	4.3
Minority interest	2	-	-	1	100.0
Net income	143	112	27.7	138	3.6
Earnings per equity share ($)
Basic	0.53	0.42	26.2	0.51	3.9
Diluted	0.51	0.40	27.5	0.49	4.1

* The tax provision for the quarter ended Sep 30, 2005 includes $5 million written back upon completion of assessment in an overseas tax jurisdiction.

Balance Sheet as at

in United States Dollar millions

	Dec 31, 2005	Mar 31, 2005
Cash and cash equivalents	477	410
Investments in liquid mutual fund units	492	278
Trade accounts receivable, net of allowances	310	303
Property plant and equipment - net	457	352
Total assets	1,862	1,454
Preferred stock of subsidiary	-	21
Minority interests	13	-
Total stockholders' equity	1,639	1,253

Additional Information

Ratio Analysis - Indian GAAP Consolidated

	Quarter ended
	Dec 31, 2005	Dec 31, 2004	Sep 30, 2005
Software development expenses / total income (%)	52.41	52.88	52.83
Gross profit / total income (%)	47.59	47.12	47.17
Selling, general and administrative expenses / total income (%)	13.59	14.18	15.17
Operating profit / total income (%)	34.00	32.94	32.00
Tax / Profit before tax (%)	11.23	15.76	10.13
Days Sales Outstanding (DSO)	57	58	59
Cash and cash equivalents / total assets (%)*	52.86	49.46	58.26
ROCE (PBIT / average capital employed) (%) (LTM)	43.16	45.61	46.99
Return on average invested capital (%)* (LTM)	87.43	97.56	98.42

* Investments in liquid mutual fund units have been considered as cash and cash equivalents for the above ratio analysis
LTM - Last Twelve Months

Additional Information

The following information for the quarter ended December 31, 2005 is available in the Investors' section of our website ( www.infosys.com )

• Indian GAAP - Standalone :

1. Audited Balance Sheet, Profit & Loss Account, Cash Flow Statement, Schedules and Notes on Accounts for the quarter and nine months ended
December 31, 2005, and the related Auditors' Report

2. At a glance and

3. Ratio Analysis

• Indian GAAP - Consolidated :

Audited Balance Sheet, Profit & Loss Account, Cash Flow Statement, Schedules and Notes on Accounts for the quarter and nine months ended December 31, 2005 and the related Auditors' Report

• US GAAP :

1. Quarterly Report on Form 6-K for the quarter ended December 31, 2005 filed with the United States Securities and Exchange Commission, including the US GAAP Financial Statements, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Risk Factors and

2. At a glance

• Shareholder Information
• Addresses of offices and subsidiaries

This Report is furnished to investors for informational purposes only. Investors should continue to rely on the official filed versions of financial statements and related information and not rely on this Report while making investment decisions. Investors in our securities registered and traded in the United States of America should rely on official filings with the United States Securities and Exchange Commission.

Safe Harbor

Certain statements in this Report are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including statements related to our expectations regarding revenues for fiscal 2006 and our expectations regarding consolidated earnings per American Depositary Share. Such statements involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding the success of our investments, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, industry segment concentration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks or system failures, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Infosys has made strategic investments, withdrawal of governmental fiscal incentives, political instability and regional conflicts, legal restrictions on raising capital or acquiring companies outside India, and unauthorized use of our intellectual property and general economic conditions affecting our industry.

Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings including our Annual Report on Form 20-F for the fiscal year ended March 31, 2005, our report on Form 6-K for the quarterly period ended June 30, 2005, our report on Form 6-K for the quarterly period ended September 30, 2005 and our report on Form 6-K for the quarterly period ended December 31, 2005. These filings are available at www.sec.gov. Infosys may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company's filings with the Securities and Exchange Commission and our reports to shareholders. The company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the company.

EX-99.2

INFOSYS TECHNOLOGIES LIMITED

Registered Office: Electronics City, Hosur Road, Bangalore-560 100

To the Members,

ABSTRACT of variation in the terms of appointment of Mr. S. D. Shibulal, Whole-time Director of the Company and Memorandum of Interest pursuant to section 302 of the Companies Act, 1956.

Mr. S. D. Shibulal, who was appointed a Whole-time Director with effect from January 10, 2002, was based at US and accordingly was being paid a base salary of US $ 15,830 per month in the scale of US $ 10,000 to US $ 50,000 with necessary approvals of the Board of Directors and Members of the Company.

Owing to the Company's business requirements, Mr. S. D. Shibulal would henceforth be based in India. Hence, upon the recommendation of the Compensation Committee, the Board of Directors at the meeting held on January 11, 2006 have decided to re-fix the remuneration payable to
Mr. S. D. Shibulal as follows with effect from January 1, 2006:

Salary: Rs. 1,08,809 per month in the scale of Rs. 90,000/- to Rs. 3,00,000/-

Bonus: Bonus up to a maximum of 20% of salary, payable quarterly or at other intervals as may be decided by the Board.

Company performance linked incentive: Company performance linked incentive, payable quarterly or at other intervals as may be decided by the Board.

Individual performance linked incentive: Individual performance linked incentive, up to a maximum of 60% of the fixed gross salary, payable quarterly or at other intervals as may be decided by the Board.

Perquisites:

1. Housing: Furnished / unfurnished residential accommodation or house rent allowance up to 10% of salary in lieu thereof. The expenditure incurred by the Company on gas, electricity, water and furnishings shall be valued as per Income Tax Rules, 1962.

2. Medical Reimbursement / allowance: Reimbursement of actual expenses for self and family and / or allowance will be paid as decided by the Board from time to time.

3. Leave travel concession / allowance: For self and family once in a year, as decided by the Board from time to time.

4. Club fees: Fees payable subject to a maximum of two clubs.

5. Provision for driver / driver's salary allowance: As per the rules of the Company.

6. Personal accident insurance: as per the rules of the Company.

Other benefits: Mr. S. D. Shibulal shall also be entitled to the following benefits:

1. Earned / Privilege leave: As per the rules of the Company.

2. Company's contribution to provident fund and super-annuation fund: As per the rules of the Company.

3. Gratuity: As per the rules of the Company.

4. Encashment of leave: As per the rules of the Company.

5. Company car and telephone: Use of the Company's car and telephone at residence for official purposes, as per the rules of the company.

The aggregate remuneration inclusive of salary, bonus, incentives, perquisites and allowances and other benefits payable to Mr. S.D. Shibulal, shall always be subject to the overall ceilings laid down in Sections 198 and 309 and other applicable provisions of the Companies Act, 1956.

Minimum remuneration

Where in any financial year during the tenure of Mr. S. D. Shibulal, the Company incurs a loss or its profits are inadequate, the Company shall pay to
Mr. S. D. Shibulal the above remuneration by way of salary, performance bonus and other allowances as a minimum remuneration subject to the limits specified under Section II of Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or re-enactments thereof, for the time being in force) or such other limits as may be prescribed by the Government from time to time as minimum remuneration.

Memorandum of Interest

No Director, other than Mr. S. D. Shibulal is concerned or interested in the matter. The abstract of variation in the terms of appointment of Mr. S. D. Shibulal dated January 11, 2006 is circulated to the members' pursuant to section 302 of the Companies Act, 1956.

	By the order of the Board For Infosys Technologies Limited
January 11, 2006 Bangalore	V. Balakrishnan Company Secretary and Senior Vice President (Finance)

EX-99.3

At a glance - Indian GAAP (Non-consolidated financials)

in Rs. crore, except per share data

	Quarter ended		Nine months ended		Year ended
	Dec 31, 2005	Dec 31, 2004	Dec 31, 2005	Dec 31, 2004	March 31, 2005
For the period
Income	2,398	1,798	6,535	4,960	6,860
Operating profit (PBIDTA)	833	611	2,184	1,662	2,325
Operating profit / total income (%)	34.74%	33.98%	33.42%	33.51%	33.90%
Profit after tax (PAT) and before exceptional item	642	496	1,757	1,345	1,859
PAT and before exceptional items / total income (%)	26.77%	27.59%	26. 89%	27.12%	27.10%
Profit after tax (PAT) and exceptional item	642	496	1,757	1,345	1,904
PAT and exceptional item / total income (%)	26.77%	27.59%	26.89%	27.12%	27.76%
Earnings per share (par value of Rs. 5 each, fully paid)
Basic	23.43	18.45	64.53	50.22	69.26
Diluted	22.78	17.90	62.70	49.14	67.46
Capital expenditure	244	247	783	559	794
Dividend per share			6.50	5.00	11.50
Dividend amount			177	134	310
At the end of the period
Total assets			7,250	4,744	5,242
Fixed assets - net			2,004	1,354	1,494
Cash and cash equivalents (including liquid mutual funds)			4,122	2,584	2,851
Net current assets			2,891	2,176	2,385
Debt			-	-	-
Net worth			7,250	4,744	5,242
Equity			137	135	135
Market capitalization			82,271	56,362	61,073

Note :

The figures above are based on unconsolidated Indian GAAP financial statements.

Market capitalization is calculated by considering the share price at National Stock Exchange of India Limited on the shares outstanding at the period / year-end.

Ratio analysis as per Indian GAAP (Non-consolidated)

	Quarter ended December 31,		Nine months ended December 31		Year ended March 31,
	2005	2004	2005	2004	2005
Ratios - Financial performance
Software development expenses / total revenue (%)	53.21	53.39	53.67	53.68	53.28
Gross profit / total revenue (%)	46.79	46.61	46.33	46.32	46.72
Selling and marketing expenses / total revenue (%)	5.38	5.63	5.70	5.88	5.72
General and administration expenses / total revenue (%)	6.67	7.00	7.19	6.93	7.11
SG&A expenses / total revenue (%)	12.05	12.63	12.89	12.82	12.83
Aggregate employee costs / total revenue (%)	47.54	47.63	46.79	46.93	46.39
Operating profit / total revenue (%)	34.74	33.98	33.44	33.51	33.90
Depreciation and amortization / total revenue (%)	4.55	3.86	4.19	3.53	3.91
Operating profit after depreciation and Interest / total revenue (%)	30.19	30.13	29.25	29.97	29.99
Other income / total revenue (%)	(0.08)	2.60	1.12	1.92	1.86
Profit before tax and exceptional items / total revenue (%)	30.11	32.75	30.35	31.89	31.85
Tax / total revenue (%)	3.34	5.17	3.46	4.77	4.74
Tax / PBT (%)	11.08	15.79	11.39	14.95	14.89
PAT before exceptional items / total revenue (%)	26.77	27.58	26.89	27.13	27.10
Ratios - Growth (%)
Overseas revenue	34	43	32	43	43
Total revenue	33	46	32	44	44
Operating profit	36	49	31	46	47
Net Profit ( before exceptional items)	29	51	31	48	50
Basic EPS ( before exceptional items)	27	50	29	47	48
Data - Per-share ( period end)
Basic EPS (before exceptional items) (Rs.)	23.43	18.45	64.53	50.22	69.26
Basic EPS (after exceptional items) (Rs.)	23.43	18.45	64.53	50.22	70.95
Basic cash EPS ( before exceptional items) (Rs.)	27.43	21.11	74.60	56.77	79.26
Basic cash EPS (after exceptional items) (Rs.)	27.43	21.11	74.60	56.77	80.94
Book value (Rs.)	266.26	177.09	266.26	177.09	193.73
Price / earning ( LTM) **	35.93	33.30	35.93	33.30	32.59
Price / cash earnings ( LTM) **	30.93	29.18	30.93	29.18	28.48
Price / book value **	11.26	11.81	11.26	11.81	11.65
PE / EPS growth **	1.31	0.67	1.26	0.70	0.68
Dividend per share (Rs.)	-	-	6.50	5.00	11.50
Ratios - Return
PAT before exceptional items / average net worth (%) (LTM)			37.88	39.73	43.77
ROCE ( PBIT/Average capital employed) (%) (LTM)			43.12	46.50	51.43
Return on average invested capital (%)(LTM)*			86.03	100.88	123.56
Capital output ratio (LTM)			1.41	1.48	1.61
Invested capital output ratio (LTM)*			3.28	3.86	4.77
Ratios - Balance sheet
Debt-equity ratio			-	-	-
Day's sales outstanding ( Days) (LTM)			57	57	67
Current ratio			3.00	2.99	2.77
Cash and cash equivalents / total assets (%)*			56.86	57.65	54.38
Cash and cash equivalents / total revenue (%) (LTM)*			48.87	43.63	41.56
Capital expenditure / total revenue (%)(LTM)			11.97	11.27	11.57
Depreciation and amortization / average gross block (%) (LTM)			14.91	13.28	14.29
Technology investment / total revenue (%) (LTM)			4.72	5.31	4.11

* Investments in Liquid funds have been considered as Cash & Cash equivalents for the purpose of above ratio analysis

** Before exceptional items

LTM : Last Twelve Months

At a glance - US GAAP

(Dollars in millions except per share data)

	Three months ended December 31,		Nine months ended December 31,		Year ended March 31,
	2004	2005	2004	2005	2005
For the period
Revenues	$423	$559	$1,137	$1,559	$1,592
Operating income	$122	$164	$327	$443	$456
Operating income/revenues (%)	28.8%	29.3%	28.8%	28.4%	28.6%
Net income	$112	$143	$292	$403	$419
Net income/ revenues (%)	26.5%	25.6%	25.7%	25.8%	26.3%
Basic earnings per equity share ($)	$0.42	$0.53	$1.09	$1.49	$1.57
Cash dividend per equity share ($)	$0.12	$0.14	$0.75	$0.29	$0.75
Capital expenditure	$58	$57	$130	$184	$186
At the end of the period
Total assets			$1,305	$1,862	$1,454
Property, plant and equipment- net			$321	$457	$352
Cash and cash equivalents			$389	$477	$410
Investment in liquid mutual fund units			$244	$492	$278
Working capital			$762	$1,150	$885
Stockholders' equity			$1,097	$1,639	$1,253
Common stock			$31	$31	$31
Market capitalization			$13,026	$18,303	$14,001

Note :

• Market capitalization is calculated by considering the share price at National Stock Exchange of India Limited on the shares outstanding at the period / year end.

Shareholder information

1. Registered office	Electronics City, Hosur Road, Bangalore 560 100, India
	Tel.: +91-80-2852-0261, Fax: +91-80-2852-0362
	Homepage: www.infosys.com
2. Listing on stock exchanges	In India :         The Bombay Stock Exchange Limited (BSE), and National Stock Exchange of India Ltd. (NSE)
	Outside India:  NASDAQ National Market in the US.
3. Par value of equity shares	Rs. 5/- each fully paid-up
4. Registrar and share transfer agent	Share transfers in physical form and other communication regarding share certificate, dividends, change of address, etc. may be addressed to : Karvy Computershare Private Limited, Registrars and Share Transfer Agents; T.K.N. Complex, No. 51/2, Vanivilas Road; Opposite National College, Basavanagudi; Bangalore 560 004, India. Tel. : +91-80-2662-1184, Fax : +91-80-2662-1169 E-Mail : kannans@karvy.com.

5. Stock market data relating to shares listed in India

a. The company's market capitalization is included in the computation of the BSE-30 Sensitive Index (Sensex), the BSE Dollex and S&P CNX NIFTY Index.

b. Monthly high and low quotations as well as the volume of shares traded at BSE and NSE for the quarter ended December 31, 2005 are:

	BSE			NSE			Total
	High	Low	Volume	High	Low	Volume	Volume
	Rs.	Rs.	Nos	Rs.	Rs.	Nos	Nos
October, 2005	2,727.00	2,401.00	67,61,034	2,682.90	2,415.40	2,34,76,673	3,02,37,707
November	2,767.00	2,498.00	45,83,875	2,758.40	2,538.35	1,61,24,005	2,07,07,880
December	3,039.70	2,667.00	57,02,692	3,023.75	2,767.90	1,92,67,540	2,49,70,232
For the period	3,039.70	2,401.00	1,70,47,601	3,023.75	2,415.40	5,88,68,218	7,59,15,819
Volume traded to average shares outstanding (%) *
Quarter ended December 31, 2005			7.21%			24.91%	32.12%
Quarter ended December 31, 2004			9.91%			29.75%	39.66%

The number of shares outstanding is 23,62,30,765. American Depositary Shares (ADSs) have been excluded for the purpose of this calculation.

6. Share transfer system

Shares sent for physical transfer are effected after giving a notice of 15 days to the seller for sale confirmation. The share transfer committee of the company meets as often as required.

The total number of shares transferred in physical form during the quarter ended December 31, 2005 was 100 (quarter ended December 31, 2004 - 4,10).

7. Investor services - Complaints Received

	Quarter ended
Nature of complaints	December 31, 2005		December 31, 2004
	Received	Attended to	Received	Attended to
Dividend Related	229	229	128	128

The company has attended to most of the investors' grievances/correspondences within a period of 10 days from the date of receipt of the same, during the quarter ended December 31, 2005 except in cases that are constrained by disputes or legal impediments.

8. Legal Proceedings

There are some pending cases relating to disputes over title to shares, in which the company has been made a party. However, these cases are not material in nature.

9. Categories of shareholders as on December 31, 2005

Category	No. of shareholders	Voting strength (%)	No. of shares held
PROMOTER HOLDING
Indian promoters	79	19.70	5,37,40,717
NON PROMOTER HOLDING
Institutional investors
Mutual funds	179	2.73	75,02,766
Banks, financial institutions and insurance companies	42	2.62	71,88,098
Foreign institutional investors	538	39.30	10,78,99,961
Others
Private corporate bodies	2,570	1.32	36,21,881
Indian public	1,61,349	15.17	4,16,27,922
Non resident Indians/ overseas corporate bodies	2,437	4.52	1,24,15,945
Trusts	35	0.81	22,33,475
Equity shares underlying American Depository Shares*	1	13.95	3,82,94,398
Total of non promoter holding	1,67,151	80.42	22,07,84,446
Total	1,67,230	100.00	27,45,25,163

* Held by beneficial owners outside India.

10. Financial calendar (tentative and subject to change)

Financial results

Quarter and Year ending March 31, 2006                            : Apr 14, 2006

Annual General Meeting for year ending March 31, 2006      : Jun 2006

11. Investors' correspondence

For investor matters in India: Mr. V. Balakrishnan,
Company Secretary and Senior Vice President - Finance;
Investors' Service Cell;
Infosys Technologies Limited,
Electronics City, Hosur Road,
Bangalore 561 100, India.
Tel.: +91-80-2852-0440
Fax: +91-80-2852-0754
E-mail: balakv@infosys.com For investor matters in US: Mr. Sandeep Mahindroo,
Senior Officer-Finance ;
Infosys Technologies Limited,
Electronics City, Hosur Road
Bangalore - 560 100, India
Tel.: +91-80-2852-0261,
Fax: +91-80-2852 0754
E-mail: sandeep_mahindroo@infosys.com For queries relating to financial statements: Mr. T. V. Mohandas Pai,
Director (F&A) and CFO;
Infosys Technologies Limited,
Electronics City , Hosur Road,
Bangalore 561 100, India.
Tel.: +91-80-2852-0396,
Fax: +91-80-2852-0362
E-mail: mdpai@infosys.com.

12. Stock exchange codes

Reuters Code	Telerate/Moneyline code	Bloomberg code
INFY.BO (BSE)	IN;INF (BSE)	INFO IN (BSE)
INFY.NS (NSE)	IN;INFN (NSE)	NINFO IN (NSE)
INFY.O (NASDAQ)	US;INFY (NASDAQ)

13. Stock market data relating to American Depositary Shares (ADSs)

a. ADS listed at : NASDAQ National Market in the US

b. Ratio of ADS to equity shares: One ADS for one equity share

c. ADS symbol : INFY

d. The American Depositary Shares issued under the ADS program of the company were listed on the NASDAQ National Market in the US on March 11, 1999. The monthly high and low quotations as well as the volume of ADSs traded at the NASDAQ National Market for the quarter ended December 31, 2005 are:

	High*		Low*		Volume
	$	Rs.	$	Rs.
October 2005	74.79	3,372.28	65.59	2,957.45	18,820,074
November	75.00	3,440.25	69.00	3,165.03	9,826,663
December	82.53	3,709.72	73.47	3,302.47	13,535,596
For the period	82.53	3,709.72	65.59	2,957.45	42,182,333

Note: 1 ADS = 1 equity share. US$ has been converted into Indian rupees at the monthly closing rates. The number of ADSs outstanding as on December 31, 2005 was 3,82,94,398. The percentage of volume traded to the total float was 110.15%.

14. ECS mandate

The company has received complaints regarding non-receipt of dividend warrants. All shareholders are requested to update their bank account details with their respective depositories. This would enable the company to service its investors better.

15. Change of address

The company has received complaints regarding non-receipt of dividend warrants and other corporate communications. All shareholders are requested to update their current address with their respective depositories immediately. This would enable the company to service its investors better.

Infosys Technologies Limited

United States

Atlanta
400 Galleria Parkway
Suite 1490
Atlanta, GA 30339
Tel. : 1 770 980 7955
Fax : 1 770 980 7956 Bellevue
205 108th Avenue NE
Suite 550
Bellevue , WA 98004
Tel. : 1 425 452 5300
Fax : 1 425 452 8440 Bridgewater , NJ
400 Crossing Boulevard , Ist Floor,
Bridgewater , NJ, 08807
Tel: 1 908 450 8200
Fax : 1 908 450 8201 Charlotte
900 West Trade Street
Suite 750
Charlotte, NC 28202
Tel. : 1 704 264 1535
Fax : 1 704 264 1600 Detroit
Suite 2850 , 3000 Town Center
Southfield , MI 48075
Tel. : 1 248 208 3317
Fax : 1 248 208 3315 Fremont
6607 Kaiser Drive
Fremont , CA 94555
Tel. : 1 510 742 3000
Fax : 1 510 742 3090 Lake Forest
One Spectrum Pointe
Suite 350
Lake Forest , CA 92630
Tel. : 1 949 206 8400
Fax : 1 949 206 8499 Lisle
2300 Cabot Drive
Suite 250
Lisle, IL 60532
Tel. : 1 630 482 5000
Fax : 1 630 505 9144 Phoenix
10851 N Black Canyon Fwy
Suite 830
Phoenix , AZ 85029
Tel. : 1 602 944 4855
Fax : 1 602 944 4879 Plano
6100, Tennyson Parkway
Suite 200, Plano, TX 75024
Tel. : 1 469 229 9400
Fax : 1 469 229 9598 Quincy
Two Adams Place
Quincy , MA 02169
Tel. : 1 781 356 3100
Fax : 1 781 356 3150 Reston
12021 Sunset Hills Road
Suite 340
Reston, VA 20190
Tel.: 1 703 481 3880
Fax: 1 703 481 3889 Houston
14800, St Mary's Lane, Suite 160,
Houston, TX 77079
Tel : 1 281 493-8600
Fax : 1 281 493-8601   Belgium
Airport Boulevard Office Park
Bessenveldstraat 25
1831-Diegem, Belgium
Tel. : 32 2 716 4888
Fax : 32 2 716 4880 Canada
5140 Yonge Street
Suite 1400
Toronto, Ontario M2N 6L7
Tel. : 1 416 224 7400
Fax : 1 416 224 7449 Czech Republic
Zitna Street 1578/52
120 00 Prague 2
Czech Republic
Tel. : 420 222 874 100
Fax : 420 222 874 110 France
12 Avenue de I'Arche
Faubour g de l'Arche
92419 Courbevoie Cedex
Tel. : 33 1 46 91 84 56
Fax : 33 1 46 91 88 45 Germany FrankFurt
TOPAS 1
Mergenthalerallee 77
65760 Eschborn / Frankfurt
Tel. : 49 6196 9694 0
Fax : 49 6196 9694 200 Stuttgart
Liebknechtstrasse 33
D-70565 Stuttgart
Tel. : 49 711 7811 570
Fax : 49 711 7811 571 Walldorf
SAP Partner Port Office
Altrottstr. 31
69190 Walldorf
Tel. : 49 6227 73 4350 / 51
Fax : 49 6227 73 4359 Hong Kong
16F Cheung Kong Centre
2 Queen's Road Central
Central, Hong Kong
Tel. : 852 2297 2231
Fax : 852 2297 0066 Italy
Via Torino 2
2 0123 Milano, Italy
Tel. : 39 02 7254 6456
Fax : 39 02 7254 6400 Japan
Izumi Garden Wing 2F
1-6-3, Roppongi, Minato-ku
Tokyo 106 0032
Tel. : 81 3 5545 3251
Fax : 81 3 5545 3252 Mauritius
4th Floor, B Wing
Ebène Cyber Towers
Reduit, Mauritius
Tel. : 230 401 9200
Fax : 230 464 1318 Sweden
Stureplan 4C, 4tr
114 35, Stockholm
Sweden
Tel. : 46 8 463 1112
Fax : 46 8 463 1114 Switzerland
Zurich
1st Floor, Badenerstrasse 530
8048, Zurich
Tel. : 41 43 817 4170
Fax : 41 43 817 4150 Geneva
1st Floor, Block G
ICC, Route de Pré-Bois 20
GENEVA - 1215
SWITZERLAND
Tel. : 41 22 710 7980
Fax : 41 22 710 7989 The Netherlands
Newtonlaan 115
3584 BH Utrecht
Tel. : 31 30 210 6462
Fax : 31 30 210 6860 United Arab Emirates
Y-45, P.O. Box 8230
Sharjah Airport International
Free Zone (SAIF Zone)
Sharjah
Tel. : 971 6 5571 068
Fax : 971 6 5571 056 United Kingdom Infosys Technologies Limited
14th Floor, 10 Upper Bank Street
Canary Wharf, London E14 5NP
Tel. : 44 207 715 3300
Fax : 44 207 715 3301 3rd Floor, 288 Bishops Gate
London , EC2M 4QP
Tel. : 44 207 959 3029
Fax : 44 207 959 3089 Room 303
Exchange House
494 Midsummer Boulevard
Central Milton Keynes
MK9 2EA
Tel. : 44 01908 255500
Fax : 44 01908 255700 India Bangalore
Electronics City , Hosur Road
Bangalore 560 100
Tel. : 91 80 2852 0261
Fax : 91 80 2852 0362 Reddy Building
K-310, 1st Main, 5th Block Koramangala
Bangalore 560 095
Tel. : 91 80 2553 2591 / 92
Fax : 91 80 2553 0391 Bhubaneswar
Plot No. E / 4, Info City
Bhubaneswar 751 024
Tel. : 91 674 232 0032
Fax. : 91 674 232 0100 Chennai
No.138, Old Mahabalipuram Road
Sholinganallur
Chennai 600 119
Tel. : 91 44 2450 9530 / 40
Fax : 91 44 2450 0390 Mahindra Industrial Park
Special Economic Zone
Mahindra City, Paranur Village, Chengalpet Dist.
Chennai  - 603002
Tel. : 91 44 474 11111
       : 91 44 474 10000
Fax : 91 41 14 5 15151 Hyderabad
Survey No. 210
Manikonda Village
Lingampally,
angareddy (Dist)
Hyderabad 500 019
Tel. : 91 40 2300 5222
Fax : 91 40 2300 5223 Mangalore 
Kuloor Ferry Road , Kottara
Mangalore 575 006
Tel. : 91 824 245 1485 / 88
Fax : 91 824 245 1504 Mohali
B 100, Industrial Area
Phase VIII, SAS Nagar
Mohali 160 059
Tel. : 91 172 509 0510
91 172 223 7191
Fax : 91 172 223 7193 Mumbai
85, 'C', Mittal Towers
8th Floor, Nariman Point
Mumbai 400 021
Tel. : 91 22 2284 6490
Fax : 91 22 2284 6489 Mysore
No. 350, Hebbal Electronics City
Hootagalli, Mysore 571 186
Tel. : 91 821 240 4101
Fax : 91 821 240 4200 New Delhi
K30, Green Park Main
Behind Green Park Market
New Delhi 110 016
Tel. : 91 11 2651 4829
Fax : 91 11 2685 3366 Pune
Plot No. 1
Rajiv Gandhi Infotech Park
Hinjawadi, Taluka Mulshi
Pune 411 057
Tel. : 91 20 2293 2800
Fax : 91 20 2293 2832 Plot No. 24, Rajiv Gandhi Infotech Park
Phase-II, Village Man
Taluka Mulshi
Pune 411 057
Tel. : 91 20 3982 7000
Fax : 91 20 3982 8000 Thiruvananthapuram
3rd Floor, Bhavani, Technopark
Thiruvananthapuram
695 581
Tel. : 91 471 270 0888
Fax : 91 471 270 0889 Subsidiaries Infosys Consulting, Inc.
6100, Tennyson Parkway
Suite 200, Plano, TX 75024
Tel. : 1 972 770 0450
Fax : 1 972 770 0490
    Infosys Technologies
( Australia) Pty. Limited
Melbourne Level 2 & 3, 484, St. Kilda Road
Melbourne VIC 3004
Tel. : 61 3 9860 2000
Fax : 61 3 9860 2999 Level 18 & 25
150 Lonsdale Street
Melbourne VIC 3000 Tel. : 61 3 8664 6100 Fax : 61 3 8650 6199 Sydney
Level 4, 77 Pacific Highway
North Sydney NSW 2060
Tel. : 61 2 8912 1500
Fax : 61 2 8912 1555 Infosys Technologies
( Shanghai) Co. Ltd. Bldg No. 24 & 25 Shanghai Pudong Software Park
No. 498, Guoshoujing Road
Pudong New Area
Shanghai 201203
People's Republic of China
Tel. : 86 21 5027 1588
Fax : 86 21 5080 2927 Beijing Branch
14th Floor, IBM Tower
Pacific Century Place
2A Workers Stadium Road North
Chaoyang District
Beijing 100027
Tel. : 86 10 6539 1095 / 1063
Fax : 86 10 6539 1060 Progeon Limited
Plot No. 26 / 3, 26 / 4 and 26 / 6
Electronics City , Hosur Road
Bangalore 560 100
Tel. : 91 80 2852 2405
Fax : 91 80 2852 2411 27, SJR Towers Bannerghatta Road
J. P. Nagar III Phase
Bangalore 560 078
Tel. : 91 80 5103 2000
Fax : 91 80 2658 8676 Pune
Plot No. 1, Building No. 4 Pune Infotech Park,
Hinjawadi, Taluka Mulshi
Pune 411 057
Tel. : 91 20 2293 2900
91 20 3912 0022
Fax : 91 20 2293 4540 Progeon SRO
4th Floor, 26, 28 & 30
Masarykova Street
Brno 60200
Czech Republic
Tel. : 420 731 146 275
Fax : 420 543 236 349    

Bankers
ICICI Bank Ltd.
Bank of America
Company Secretary
V. Balakrishnan Auditors
BSR & Co.
Chartered Accountants Independent Auditors
(U.S. GAAP)
KPMG
Visit Infosys at
www.infosys.com Call us at
within the U.S.
1 800 ITL INFO outside the U.S.
91 80 2852 0261  

© 2006 Infosys Technologies Limited, Bangalore, India.

Infosys acknowledges the proprietary rights in the trademarks and product names of other companies mentioned in the document.