SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                    PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                      THE SECURITIES EXCHANGE ACT OF 1934

                        For the month of February, 2006
                       Commission File Number: 000-30735

                            Rediff.com India Limited
                (Translation of registrant's name into English)

         1st Floor, Mahalaxmi Engineering Estate, L.J. First Cross Road
                          Mahim (West), Mumbai 400 016
                    (Address of principal executive office)

                            ----------------------


(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)

                          Form 20-F |X| Form 40-F |_|

(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 12g3-2(b) under the Securities Exchange Act of
1934.)

                                 Yes |_| No |X|

(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-    .)





         On February 2, 2006, Rediff.com India Limited ("Rediff") issued a
press release announcing its financial results for the third fiscal quarter
ended December 31, 2005. A copy of the related press release is attached hereto
as Exhibit 99.1.


                                   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 authorized.


Date:  February 2, 2006                   Rediff.com India Limited
                                          (Registrant)


                                          By: /s/ Joy Basu
                                             ---------------------------
                                          Name:  Joy Basu
                                          Title: Chief Financial Officer






EXHIBIT NO.     DESCRIPTION

99.1            Press release issued by the registrant dated February 2, 2006.