SUPPLEMENT DATED 22 NOVEMBER 2006 TO THE BASE PROSPECTUS DATED 24 MARCH 2006

Kuwait Projects Co. (Cayman) (Incorporated with limited liability in the Cayman Islands)

Guaranteed by Kuwait Projects Company (Holding) K.S.C. (Closed) (Incorporated with limited liability in the State of Kuwait)

U.S. $2,000,000,000 Euro Medium Term Note Programme This supplement (the “Supplement”) to the base prospectus dated 24 March 2006 (the “Base Prospectus”) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the “FSMA”) and is prepared in connection with the Euro Medium Term Note Programme (the “Programme”) established by Kuwait Projects Co. (Cayman) (the “Issuer”). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer. This Supplement has been approved by the United Kingdom Financial Services Authority (the “FSA”), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom, as a supplement to the Base Prospectus in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes issued under the Programme. Each of the Issuer and Kuwait Projects Company (Holding) K.S.C. (Closed) (the “Guarantor”) accepts responsibility for the information contained in this Supplement. The Issuer and the Guarantor declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Kuwait Projects Company (Holding) K.S.C. (Closed) The table below sets out the Guarantor’s consolidated effective interest in its Principal Companies as at 30 September 2006:

Company United Gulf Bank B.S.C.

Jurisdiction of incorporation Bahrain

Status Subsidiary

1

Year of initial investment

Group's consolidated effective interest* (in per cent.)

Board representation**

1988

75.2

5 of 6

Company Gulf Insurance Company K.S.C. Burgan Bank S.A.K. National Mobile Telecommunications Company K.S.C. Gulf DTH LDC

Jurisdiction of incorporation

Status

Year of initial investment

Group's consolidated effective interest* (in per cent.)

Board representation**

Kuwait

Subsidiary

1996

37.3

5 of 8

Kuwait Kuwait

Associate Associate

1995 1999

38.1 30.7

3 of 7*** 3 of 7***

Cayman Subsidiary 1996 78.2 3 of 5 Islands***** * Effective interest is calculated by dividing the number of shares held by the Group by the paid up share capital after netting of treasury shares ** Number of the Group nominated directors on the Board of the Principal Companies *** A further three directors on the Board of Burgan Bank are closely connected to the Guarantor **** An additional director on the Board of NMTC (Wataniya Telecom) is closely connected to the Guarantor ***** It is intended that Gulf DTH LDC will change its jurisdiction of incorporation to Dubai International Financial Centre (‘‘DIFC’’) in the near future.

The above table replaces the equivalent table contained on page 65 of the Base Prospectus. Recent Developments As part of the Guarantor’s regionalisation strategy, some of the Principal Companies have applied for licenses to undertake business activities in Syria. These operations are expected to commence in 2007.
In April 2006, UGB secured a license to operate a full commercial bank through its associate, Syria Gulf Bank. The bank is expected to commence operations in 2007.
In October 2006, GIC secured a license to establish an insurance company, Syrian-Kuwaiti Insurance Company. The insurance company in which GIC would hold a 44.5 per cent. shareholding, is expected to commence operations in early 2007. The above paragraph is supplemental to the “Recent Developments” section on page 74 of the Base Prospectus. United Gulf Bank Recent Developments In June 2006, Moody's Investors Services assigned Baa3 and Prime-3 as long and short-term deposit ratings to UGB. The outlook on the rating is Stable. On 1 July 2006, the Central Bank of Bahrain implemented a new regulatory and supervisory framework for licensing banks in the Kingdom of Bahrain. Under the new framework, UGB is licensed as a conventional wholesale bank and does not expect this change in licensing to affect its business or strategy. UGB’s financial services network has been expanded in 2006 with the approval of its application for a license for its associate in Syria, Syria Gulf Bank (full commercial bank) in April 2006 and for its subsidiary in Qatar, United Gulf Financial Services Company LLC (Investment Company) in March 2006. Additionally, Tunis International Bank opened a representative office in Libya in May 2006. The section entitled “United Gulf Bank” on pages 75-76 of the Base Prospectus shall be amended by the insertion of the above paragraphs after the paragraph entitled “Financial Summary” on page 76. Gulf Insurance Company Recent Developments In September 2006, Standard & Poor's Ratings Services assigned a long-term counterparty credit and insurer financial strength rating of 'BBB+' to GIC. The outlook on the rating is Stable.

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In October 2006, GIC secured a license to establish an insurance company, Syrian-Kuwaiti Insurance Company. The insurance company, in which GIC would hold a 44.5 per cent. Shareholding, is expected to commence operations in early 2007. GIC also increased its shareholding in Bahrain based Bahrain Kuwait Insurance Company to 41.8 per cent. The section entitled “Gulf Insurance Company” on pages 76-77 of the Base Prospectus shall be amended by the insertion of the above paragraphs after the paragraph entitled “Financial Summary” on page 77. Burgan Bank Recent Developments In November 2006, Moody's Investors Services upgraded the financial strength and foreign currency deposit ratings to D+ and A1 respectively. In addition, Capital Intelligence upgraded Burgan Bank’s ratings by two ratings categories to A-. Burgan Bank was also re-certified with ISO 9001:2000 certification in all areas of banking business. With improved risk management practices, the asset quality has improved, as evidenced by the falling levels of non-performing loans and higher provision coverage. Additionally, there has been a considerable reduction in the low yielding Government Debt Bonds (issued in place of impaired loans due to Iraqi invasion of Kuwait) which has contributed to improved profitability. The section entitled “Burgan Bank” on pages 77-78 of the Base Prospectus shall be amended by the insertion of the above paragraphs after the paragraph entitled “Financial Summary” on page 78. National Mobile Telecommunications Company (Wataniya Telecom) Recent Developments NMTC (Wataniya Telecom) as the holder of 50 per cent. of the share capital of Tunisiana (a private GSM operator situated in Tunisia) is the respondent to arbitration proceedings before the International Chamber of Commerce (the “ICC”) initiated by the holders of the other 50 per cent. of the shares of Tunisiana, who are members of the Orascom group of companies. The claim alleges that NMTC (Wataniya Telecom) is in breach of certain obligations contained in a shareholder agreement dated 15 October 2002 relating to the appointment of the independent Chairman (the “Shareholder Agreement”). It also seeks an award declaring that NMTC (Wataniya Telecom) must sell its shares to the other shareholders at a price of TD152,648,100 (approximately US$115 million), calculated by reference to the book value of such shares. NMTC (Wataniya Telecom) believes this price to be significantly lower than the market value of the shares. NMTC (Wataniya Telecom) is vigorously contesting the claim on the basis that it has acted properly and complied with its obligations under the Shareholder Agreement and that the facts alleged do not give rise to the remedy sought. The decision of the ICC is expected in early 2007. In September 2006, Wataniya International secured a license to operate as the second GSM operator in Palestine. The license fee is JOD251 million (approximately US$357 million). Negotiations are currently underway to finalise the terms of the license and related documentation. NMTC (Wataniya Telecom) proposes to establish a new company in Palestine which would be 40 per cent. held by Wataniya International, 30 per cent. by Palestine Investment Fund and the balance would be offered to the general public. The section entitled “National Mobile Telecommunications Company (Wataniya Telecom)” on pages 7980 of the Base Prospectus shall be amended by the insertion of the above paragraphs after the paragraph entitled “Financial Summary” on page 80. Gulf DTH (Showtime) Recent Developments In 2006, one of the six wholly owned subsidiaries of Gulf DTH LDC was dissolved.

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In September 2006, Showtime appointed a new Chief Operating Officer. Focus of the new management is on operations and cost control. The management of Showtime currently intends to achieve operating break-even in the next 12-18 months. In November 2006, Showtime was awarded the exclusive broadcast rights for the Premier League, for the MENA Region. The award is for three seasons starting in August 2007. The above paragraphs are supplemental to the section entitled “Gulf DTH (Showtime)” on page 80 of the Base Prospectus. Management Executive Management Name Faisal Hamad Al-Ayyar Pinak Pani Maitra Ahmad Essa Al-Ajeel Abdul Salam Mohammad Al-Bahar Antony Miles Strover Neil O'Connor Mohsen Ali Hussain Lakhdar Moussi Robert Drolet

Age 51 47 43 40 62 56 37 60 49

Position

Years with the Company

Managing Director and CEO Group Financial Controller Vice President (Marketing/R&D/PR) Executive Management - Corporate Finance Advisor Corporate Finance Group Treasurer Group Internal Auditor Senior Vice President Senior Vice President, Technology & Media

16 17 11 10 9 4 Since May 2006 Since December 2005 Since January 2006

There are no potential conflicts of interest between the duties to the Guarantor of the persons listed above and their private interests or other duties. The above table replaces the equivalent table contained on page 82 of the Base Prospectus. Information Incorporated by Reference On 30 October 2006 the Guarantor published its consolidated unaudited interim financial statements as at and for the nine month period ended 30 September 2006 as set out on pages 2 to 5 of the Guarantor’s consolidated unaudited interim financial statements dated 30 September 2006. A copy of those consolidated unaudited interim financial statements has been filed with the Financial Services Authority and, by virtue of this Supplement, those consolidated unaudited interim financial statements are incorporated in, and form part of this Supplement, and are thereby incorporated in and form part of the Base Prospectus. Copies of all documents incorporated by reference in the Base Prospectus may be inspected during normal business hours at the specified office of the Principal Paying Agent and Registrar and from the registered office of the Issuer, as described on page 91 of the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement and the Base Prospectus, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Base Prospectus. Description of the Issuer General The registered office of the Issuer is Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies. 4

The above paragraph replaces the equivalent paragraph contained on page 63 of the Base Prospectus. REGISTERED OFFICE OF THE ISSUER Kuwait Projects Co. (Cayman) Walkers SPV Limited Walker House 87 Mary Street George Town, Grand Cayman KY1-9002 Cayman Islands, British West Indies The above paragraph replaces the equivalent paragraph contained on page 153 of the Base Prospectus.

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