FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of March, 2004

Commission File Number: 001-15002

ICICI Bank Limited
(Translation of registrant’s name into English)

ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)

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

Form 20-F   X    Form 40-F      

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes          No   X 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes         No   X 

Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant 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 12g 3-2(b): Not Applicable




INDEX TO EXHIBITS

Item  
   
1. Form 6-K dated March 12, 2004.
2. Press Release dated March 12, 2004.




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 authorised.

Dated: March 12, 2004

  For ICICI Bank Limited
     
  By: /s/ Nilesh Trivedi
   
 
Name: 
Title: 
 Nilesh Trivedi
Assistant Company Secretary




 

CICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051
News Release   March 12 , 2004
     
 

The shareholders of ICICI Bank Limited at their Extraordinary General Meeting held at Vadodara today approved the proposed issue of equity capital raising by the Bank.

The shareholders also approved the reappointment of Ms. Lalita D. Gupte as Joint Managing Director of the Bank till October 31, 2006. The above reappointment is subject to Reserve Bank of India’s approval.

NOT FOR DISTRIBUTION IN THE UNITED STATES

The securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This news release is for information purposes only and does not constitute investment advice or an offer to sell or the solicitation of an offer to buy the securities. Any offer of the securities in the United States will be made only by means of a private offering memorandum.

Except for the historical information contained herein, statements in this Release which contain words or phrases such as 'will', ‘expected to’, etc., and similar expressions or variations of such expressions may constitute 'forward-looking statements'. These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results, opportunities and growth potential to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to our ability to successfully implement our strategy, our ability to take advantage of expected opportunities, future levels of non-performing loans, our growth and expansion in business, the adequacy of our allowance for credit losses, technological implementation and changes, the actual growth in demand for banking products and services, investment income, cash flow projections, our exposure to market risks as well as other risks detailed in the reports filed by us with the United States Securities and Exchange Commission and described in the offering document for the proposed equity offering. ICICI Bank undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

For further press queries please call Madhvendra Das at 91-22-2653 8252 or e-mail: madhvendra.das@icicibank.com.

For investor queries please call Rakesh Jha at 91-22-2653 6157 or Anindya Banerjee at 91-22-2653 7131 or email at ir@icicibank.com.