REPUBLIC OF INDIA
(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

The Bank of New York
ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

It is proposed that this filing become effective under Rule 466
[X] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]

CALCULATION OF REGISTRATION FEE

1

For the purpose of this table only, the term "unit" is defined as 100 American Depositary Shares.

2

Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing the American Depositary Shares.

_______________________

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item - 2.

Available Information

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a-1.

Amendment No. 1 to Deposit Agreement (including the form of American Depositary Receipt) dated as of December 11, 2000, among Videsh Sanchar Nigam Limited, The Bank of New York as Depositary, and each Owner and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1(1).

a-2.

Deposit Agreement dated as of August 7, 2000, among Videsh Sanchar Nigam Limited, The Bank of New York as Depositary, and each Owner and Beneficial Owner from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1(2).

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See a-1. and a-2. above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.  

e.

Certification under Rule 466. – Filed herewith as Exhibit 5.

f.

Powers of Attorney – Filed herewith as Exhibit 6.

Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 4,  2007.

Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, Face Value 10 Rupees each, of Videsh Sanchar Nigam Limited.

By:

The Bank of New York,
 As Depositary

By:  /s/ Marianne Erlandsen

Name:  Marianne Erlandsen

Title:    Managing Director

Pursuant to the requirements of the Securities Act of 1933, Videsh Sanchar Nigam Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Mumbai, Republic of India on 14^th  Day of March, 2007.

Videsh Sanchar Nigam Limited

By:  /s/ Satish Ranade
Name:  Satish Ranade
Title:    Company Secretary & Chief

                      Legal Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on 14^th  Day of March, 2007.

*By: /s/ Satish Ranade

Name:

Satish Ranade **

Attorney-in-Fact

**Satish Ranade is signing for Mr. Subodh Bhargava, Mr. Ishaat Hussain, Mr. Kishor Chaukar, Mr. Pankaj Agrawala, Dr. Mukund Govind Rajan, Mr. N. Parameswaran, Mr. P.V. Kalyanasundaram, Dr. V.R.S. Sampath, Mr. Amal Ganguli and Mr. Vinod Kumar pursuant to a power of attorney filed as Exhibit 6 to this Registration Statement.

INDEX TO EXHIBITS