UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 2)

(Mark One)

	o		Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934
	þ		Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2010

o

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                                          to                                         

o

Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report_______________________

WIPRO 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)

Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0055
(Address of principal executive offices)

(Name, telephone, email and/or facsimile number and address of company contact person)

Title of each class		Name of each exchange on which registered
American Depositary Shares, each represented by one		New York Stock Exchange
Equity Share, par value Rs. 2 per share.

(Title of Class)

(Title of Class)

          Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,468,211,189 Equity Shares.

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes      þ      No     o

     If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, 1934

Yes      o      No     þ

     Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes      þ      No     o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)

Yes      o      No     o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer   þ		Accelerated Filer   o		Non-Accelerated Filer   o

     Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP   o		International Financial Reporting Standards   þ		Other   o
		as issued by the International
		Accounting Standards Board

     If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17     o      Item 18     o

     If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes      o      No     þ

 

 

TABLE OF CONTENTS

Part III

Item 19.      Exhibits

12.1 Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certifications of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

EXPLANATORY NOTE

          The registrant hereby amends its Annual Report on Form 20-F for the year ended March 31, 2010 (the “Original Filing”), which was filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2010, as amended by its Annual Report on Form 20-F/A (Amendment No. 1), to include the certification of the Company’s principal executive officer as required by Rule 12b-15 under the Securities Exchange Act of 1934.

          No other information contained in the Original Filing, as amended, is amended hereby. This amendment does not modify or update disclosures in the Original Filing, as amended. Furthermore, except for the matters described above, this amendment does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Filing, as amended.

SIGNATURES

          The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Form 20-F/A on its behalf.

For Wipro Limited

Bangalore, India Date: June 2, 2011		/s/ Azim H. Premji   Azim H. Premji,				/s/ Suresh C. Senapaty   Suresh C. Senapaty,
		Chairman and Managing Director				Chief Financial Officer and Director