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 October 2006

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 12g3-2(b): Not Applicable







TABLE OF CONTENTS

Item  
   
1. News Release dated October 24, 2006 - “Performance Review - Quarter ended September 30, 2006: 30% year-on-year growth in profit after tax”
2. Audited Financial Results for the period ended September 30, 2006.
3. News Release dated October 24, 2006
   
   





SIGNATURE

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.

  ICICI Bank Limited
     
 Date: October 24, 2006 By: /s/ Nilesh Trivedi
   
 
Name: 
Title: 
Nilesh Trivedi
Assistant Company Secretary





        Item 1
     
  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

     
News Release   October 24, 2006
     

Performance Review – Quarter ended September 30, 2006: 30% year-on-year growth in profit after tax

The Board of Directors of ICICI Bank Limited (NYSE: IBN) at its meeting held at Mumbai today, approved the audited accounts of the Bank for the quarter ended September 30, 2006 (Q2-2007).

Highlights

  • Operating profit excluding treasury income increased 65% in Q2-2007 to Rs. 1,325 crore (US$ 288 million) from Rs. 804 crore (US$ 175 million) in the quarter ended September 30, 2005 (Q2-2006).

  • Operating profit increased 54% to Rs. 1,612 crore (US$ 351 million) in Q2-2007 from Rs. 1,044 crore (US$ 227 million) in Q2-2006.

  • Profit after tax for Q2-2007 increased 30% to Rs. 755 crore (US$ 164 million) from Rs. 580 crore (US$ 126 million) for Q2-2006.

  • Net interest income increased 47% to Rs. 1,577 crore (US$ 343 million) for Q2-2007 from Rs. 1,070 crore (US$ 233 million) for Q2- 2006.

  • Fee income increased 62% to Rs. 1,138 crore (US$ 248 million) for Q2-2007 from Rs. 704 crore (US$ 153 million) for Q2-2006.

  • Profit after tax increased 24% to Rs. 1,375 crore (US$ 299 million) for the six-month period ended September 30, 2006 (H1-2007) from Rs. 1,110 crore (US$ 242 million) for the six-month period ended September 30, 2005 (H1-2006).

  • Retail assets increased 57% to Rs. 107,679 crore (US$ 23.4 billion) at September 30, 2006 from Rs. 68,537 crore (US$ 14.9 billion) at September 30, 2005.

  • Deposits increased 57% to Rs. 189,499 crore (US$ 41.3 billion) at September 30, 2006 from Rs. 120,452 crore (US$ 26.2 billion) at September 30, 2005.





  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

Operating review

Credit growth

The Bank’s net customer assets increased 47% to Rs. 163,785 crore (US$ 35.7 billion) at September 30, 2006 compared to Rs. 111,514 crore (US$ 24.3 billion) at September 30, 2005. The Bank maintained its growth momentum and market leadership in the retail segment. In H1-2007, the Bank’s total retail disbursements were about Rs. 33,500 crore (US$ 7.3 billion) including home loan disbursements of about Rs. 13,400 crore (US$ 2.9 billion). Retail assets constituted 69% of advances and 66% of customer assets. The Bank is focusing on non-fund based products and services, as well as capitalising on opportunities presented by the domestic and international expansion of Indian companies. The Bank is also extending its reach in the small and medium enterprises segment.

Rural banking

The Bank is rolling out its rural strategy, providing a comprehensive product suite encompassing credit, transaction banking, deposit, investment and insurance, through a range of channels. The Bank is focusing on rural retail lending for productive purposes, as well as rural infrastructure. The Bank’s rural retail delivery channels include its own branches, as well as various partnerships, including micro-finance institution (MFI) partners. The Bank has also initiated banking correspondent models. The Bank’s rural portfolio grew by about 70% on a year-on-year basis.

International operations

The Bank now operates in 14 countries through branches, representative offices and wholly-owned subsidiaries. During the quarter, the Bank’s Canadian subsidiary opened its sixth branch and the Bank opened a representative office in Indonesia. The loan portfolio of the Bank’s international branches (including foreign currency financing to Indian companies) increased to about Rs. 15,000 crore (US$ 3.3 billion) at September 30, 2006 from Rs. 9,600 crore (US$ 2.1 billion) at September 30, 2005. The loan portfolio of the Bank’s international banking subsidiaries (including foreign currency financing to Indian companies) increased to about Rs. 9,400 crore (US$ 2.0 billion) at September 30, 2006 from Rs. 4,100 crore (US$ 0.9 billion) at September 30, 2005. The Bank’s remittance volumes grew by 74% in H1-2007 compared to H1-2006. The Bank has launched remittances services to Sri Lanka and the Philippines through its UK and Canada subsidiaries. ICICI Bank UK’s unaudited profit after tax of for H1-2007 was US$ 16.1 million (approximately Rs. 74 crore), translating into a return on equity of 21%.

2






  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

Capital adequacy

The Bank’s capital adequacy at September 30, 2006 was 14.3% (including Tier 1 capital adequacy of 9.4%), well above RBI’s requirement of total capital adequacy of 9.0%. The Bank’s unaudited capital adequacy estimated based on RBI’s draft guidelines issued in February 2005 on implementation of the revised capital adequacy framework (Basel II), was about 14.9% (including Tier 1 capital adequacy of about 10.5%) at September 30, 2006.

Asset quality

At September 30, 2006, the Bank’s net non-performing assets constituted 0.9% of customer assets against 1.0% at September 30, 2005. The Bank’s net restructured loans at September 30, 2006 were Rs. 4,942 crore (US$ 1.1 billion), down from Rs. 5,713 crore (US$ 1.2 billion) at September 30, 2005.

Key domestic subsidiaries

ICICI Securities achieved a profit after tax of Rs. 35 crore (US$ 8 million) in Q2-2007. ICICI Lombard General Insurance Company (ICICI Lombard) enhanced its leadership position with a market share of 35% among private sector general insurance companies and an overall market share of 12% in H1-2007. ICICI Lombard’s unaudited profit after tax for Q2-2007 was Rs. 18 crore (US$ 4 million).

ICICI Prudential Life Insurance Company (ICICI Prudential Life) continued to maintain its market leadership among private sector life insurance companies. Life insurance companies worldwide make losses in the initial years, in view of business set-up and customer acquisition costs in the initial years as well as reserving for actuarial liability. While the growing operations of ICICI Prudential Life had a negative impact of Rs. 112 crore (US$ 24 million) on the Bank’s consolidated profit after tax in Q2-2007 on account of the above reasons, the company’s unaudited New Business Achieved Profit (NBAP) for Q2-2007 was Rs. 161 crore (US$ 35 million) as compared to Rs. 100 crore (US$ 22 million) in Q2-2006. NBAP is a metric for the economic value of the new business written during a defined period. It is measured as the present value of all the future profits for the shareholders, on account of the new business based on standard assumptions of mortality, expenses and other parameters. Actual experience could differ based on variance from these assumptions especially in respect of expense overruns in the initial years.

Prudential ICICI Asset Management Company continues to be among the

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  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

top two asset management companies in India with assets under management of over Rs. 30,000 crore (US$ 6.5 billion) at September 30, 2006.

Summary Profit and Loss Statement

Rs. crore     
  Q2-2006 Q2-2007 Growth over
Q2-2006
H1-2006 H1-2007 FY2006
Net interest income1 1,070 1,577 47% 2,039 3,052 4,709
Non-interest income (excluding treasury) 871 1,283 47% 1,779 2,473 4,056
- Fee income 704 1,138 62% 1,363 2,123 3,259
- Lease & other income 167 145 (13%) 416 350 797
Less:            
Operating expense 816 1,157 42% 1,587 2,237 3,547
Expenses on direct market agents (DMAs)1 257 327 27% 511 718 1,177
Lease depreciation 64 51 (20%) 128 102 277
Core operating profit 804 1,325 65% 1,592 2,468 3,763
Treasury income 240 287 20% 423 375 928
Operating profit 1,044 1,612 54% 2,015 2,843 4,691
Less: Provisions2,3 304 709 133% 602 1,192 1,594
Profit before tax 740 903 22% 1,413 1,651 3,097
Less: Tax 160 148 (8%) 303 276 557
Profit after tax 580 755 30% 1,110 1,375 2,540

  1.  DMA expense on automobile loans, which was earlier deducted from net interest income, is now included in “Expenses on direct marketing agents (DMAs)”.
  2. Includes premium amortisation on government securities: Rs. 184 crore in Q2- 2006, Rs. 243 crore in Q2-2007, Rs. 339 crore in H1-2006, Rs. 510 crore in H1-2007 and Rs. 802 crore in FY2006.
  3. Includes standard asset provisions of Rs. 24 crore in Q2-2006, Rs. 87 crore in Q2-2007, Rs. 40 crore in H1-2006, Rs. 134 crore in H1-2007 and Rs. 339 crore in FY2006.

4






  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

Summary Balance Sheet

Rs. crore
  Sept 30,
2005
Sept 30,
2006
Growth over
Sept 30, 2005
March 31,
2006
Assets        
Cash balances with banks & SLR 54,555 84,540 55% 68,114
- Cash & bank balances 12,988 23,825 83% 17,040
- SLR investments 41,567 60,715 46% 51,074
Advances 107,071 155,403 45% 146,163
Investments 13,751 22,278 62% 20,473
Fixed & other assets 13,842 20,152 46% 16,639
Total 189,219 282,373 49% 251,389
Liabilities        
Networth 13,716 23,550 72% 22,206
- Equity capital 741 893 21% 890
- Reserves 12,975 22,657 75% 21,316
Preference capital 350 350 - 350
Deposits 120,452 189,499 57% 165,083
Erstwhile ICICI borrowings 15,411 11,400 (26%) 13,190
Other borrowings 26,760 40,2011 50% 35,477
Other liabilities 12,530 17,372 39% 15,083
Total 189,219 282,373 49% 251,389

1. Includes perpetual debt callable with regulatory approval at the end of 10 years from issue, qualifying as Tier-1 capital, aggregating Rs. 2,271 crore.

Except for the historical information contained herein, statements in this Release which contain words or phrases such as 'will', 'would', ‘indicating’, ‘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 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, future levels of non-performing loans, our growth and expansion in business, the impact of any acquisitions, 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. ICICI Bank undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

5






  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

For further press queries please call Charudatta Deshpande at 91-22-2653 8208 or email: charudatta.deshpande@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.

1 crore = 10.0 million
US$ amounts represent convenience translations at US$1= Rs. 45.92.

6






Item 2
ICICI Bank Limited
   Registered Office: Landmark, Race Course Circle, Vadodara - 390 007.
Corporate Office : ICICI Bank Towers, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.
Web site: http://www.icicibank.com
 
AUDITED FINANCIAL RESULTS

Rs. in crore
Sr.
No.
Particulars Quarter ended Half year ended Year ended
March 31,
2006
September
30, 2006
September
30, 2005
September
30, 2006
September
30, 2005
1. Interest earned (a)+(b)+(c)+(d) 5,469.43 3,329.33 10,508.06 6,445.32 14,306.13
  a) Interest/discount on advances/bills 3,790.18 2,378.71 7,227.36 4,554.32 10,206.59
  b) Income on investments 1,484.79 856.88 2,827.26 1,686.45 3,692.76
  c) Interest on balances with Reserve Bank of India and other interbank funds 158.19 79.18 404.10 155.56 335.46
  d) Others 36.27 14.56 49.34 48.99 71.32
2. Other income 1,570.13 1,111.55 2,847.69 2,202.05 4,983.14
  A) TOTAL INCOME (1) + (2) 7,039.56 4,440.88 13,355.75 8,647.37 19,289.27
3. Interest expended 3,892.44 2,259.82 7,455.79 4,406.36 9,597.45
4. Operating expenses (e) + (f) + (g) 1,535.24 1,137.00 3,056.72 2,226.17 5,001.15
  e) Payments to and provisions for employees 392.96 247.11 749.72 470.20 1,082.29
  f) Direct marketing agency expenses 327.11 257.34 717.95 511.49 1,177.06
  g) Other operating expenses 815.17 632.55 1,589.05 1,244.48 2,741.80
  B) TOTAL EXPENDITURE (3) + (4)
(excluding provisions and contingencies)
5,427.68 3,396.82 10,512.51 6,632.53 14,598.60
5. OPERATING PROFIT (A-B)
(Profit before provisions and contingencies)
1,611.88 1,044.06 2,843.24 2,014.84 4,690.67
6. Other provisions and contingencies 709.34 303.79 1,192.12 601.67 1,594.07
7. Provision for taxes          
  a) Current period tax 179.95 152.06 347.03 348.36 691.22
  b) Deferred tax adjustment (32.42) 8.16 (70.93) (45.25) (134.69)
8. NET PROFIT (5-6-7) 755.01 580.05 1,375.02 1,110.06 2,540.07
9. Paid-up equity share capital (face value Rs. 10/-) 892.92 740.92 892.92 740.92 889.83
10. Reserves excluding revaluation reserves 22,657.47 12,975.38 22,657.47 12,975.38 21,316.16
11. Analytical ratios
••
•• •• •• ••
  (i) Percentage of shares held by Government of India
  (ii) Capital adequacy ratio 14.34% 11.52% 14.34% 11.52% 13.35%
  (iii) Earnings per share for the period (not annualised for quarter/period) (in Rs.) (basic) 8.46 7.84 15.42 15.02 32.49
  (iv) Earnings per share for the period (not annualised for quarter/period) (in Rs.) (diluted) 8.39 7.76 15.30 14.87 32.15
12. Aggregate of non-promoter shareholding          
  No. of shares 892,895,861 740,881,117 892,895,861 740,881,117 889,823,901
  Percentage of shareholding 100 100 100 100 100
13. Deposits 189,499.37 120,452.34 189,499.37 120,452.34 165,083.17
14. Advances 155,403.49 107,070.97 155,403.49 107,070.97 146,163.11
15. Total assets 282,372.54 189,218.48 282,372.54 189,218.48 251,388.95

Notes  
1.      The financial results have been prepared in accordance with Accounting Standard (“AS”) 25 on “Interim Financial Reporting”.
2.      During the quarter ended September 30, 2006, the Bank allotted 1,000,376 equity shares pursuant to exercise of employee stock options.
3.      Status of equity investors’ complaints / grievances for the quarter ended September 30, 2006.

Opening balance Additions Disposals Closing balance
9 955 956 8

4.      Provision for current period tax includes Rs. 10.84 crore towards provision for fringe benefit tax for the quarter ended September 30, 2006 (Rs. 21.98 crore for the half year ended September 30, 2006).
5.      Till the year ended March 31, 2006, the Bank deducted direct marketing agency expenses on automobile loans from the interest income. For the period ended September 30, 2006, the Bank has reported all direct marketing agency expenses, on automobile loans and other retail loans, separately under "Operating expenses".
6.      ICICI Web Trade Limited has merged with ICICI Brokerage Services Limited, a subsidiary of ICICI Bank Limited, effective October 1, 2006.
7.      Previous period / year figures have been regrouped / reclassified where necessary to conform to current period classification.
8.      The above financial results have been taken on record by the Board of Directors at its meeting held on October 24, 2006.
 
Place: Mumbai   Kalpana Morparia
Date: October 24, 2006   Joint Managing Director





SEGMENTAL INFORMATION OF ICICI BANK LIMITED FOR THE PERIOD ENDED SEPTEMBER 30, 2006
(Rs.in crore) 
Sr.
No.
Particulars Quarter ended Half year ended Year ended
March 31,
2006
1. Segment Revenue September
30, 2006
September
30, 2005
September
30, 2006
September
30, 2005
a Consumer and Commercial Banking 5,649.27 3,576.95 10,697.75 6,975.25 15,408.53
b Investment Banking 1,897.41 1,192.25 3,491.53 2,343.99 4,972.50
  Total revenue 7,546.68 4,769.20 14,189.28 9,319.24 20,381.03
  Less: Inter Segment Revenue 507.12 328.32 833.53 671.87 1,091.76
  Income from Operations 7,039.56 4,440.88 13,355.75 8,647.37 19,289.27
2. Segmental Results (i.e. Profit before tax & provisions)          
a Consumer and Commercial Banking 1,069.73 750.99 1,883.69 1,429.21 3,387.05
b Investment Banking 551.76 302.67 978.76 604.83 1,342.02
  Total profit before tax & provisions 1,621.49 1,053.66 2,862.45 2,034.04 4,729.07
3. Provisions          
a Consumer and Commercial Banking 474.04 54.67 675.99 206.15 732.02
b Investment Banking 235.31 249.12 516.14 395.52 862.05
  Total provisions 709.35 303.79 1,192.13 601.67 1,594.07
4. Segment Results (i.e. Profit before tax)          
a Consumer and Commercial Banking 595.69 696.32 1,207.70 1,223.06 2,655.03
b Investment Banking 316.45 53.55 462.62 209.31 479.97
  Total profit before tax 912.14 749.87 1,670.32 1,432.37 3,135.00
  Unallocated 9.60 9.60 19.20 19.20 38.40
  Tax 147.53 160.22 276.10 303.11 556.53
  Profit after tax 755.01 580.05 1,375.02 1,110.06 2,540.07
 5. Capital Employed (i.e. Segment Assets –
Segment Liabilities excluding inter-segmental
funds lent and borrowed)
         
a Consumer and Commercial Banking (45,179.23) (23,351.11) (45,179.23) (23,351.11) (27,936.78)
b Investment Banking 65,489.89 34,720.35 65,489.89 34,720.35 47,417.84
  Total capital employed 20,310.66 11,369.24 20,310.66 11,369.24 19,481.06





        Item 3
     
  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051

     
News Release   October 24, 2006
     

Ms. Lalita Gupte, Joint Managing Director of ICICI Bank Limited (NYSE: IBN) will retire from the Board of Directors of the Bank on October 31, 2006. The Board at its Meeting held at Mumbai today placed on record its deep appreciation of Ms. Gupte’s invaluable contribution to the growth and development of the ICICI group. Ms. Gupte joined erstwhile ICICI Limited (ICICI) in 1971 and was elevated to its Board of Directors in 1994. She was appointed Joint Managing Director of ICICI Bank in 2002, following the merger of ICICI with the Bank. Over the last five years, she has played the pivotal role in envisioning and implementing the international strategy. The international operations have grown rapidly and now encompass a range of products and services across a diverse customer base in a number of geographies.

Following Ms. Gupte’s retirement, Ms. Chanda Kochhar, Deputy Managing Director will assume responsibility for international banking, and will also continue to be responsible for corporate banking. The Board placed on record its recognition of Ms. Kochhar’s contribution in the growth of the Bank’s retail business under her leadership.

Dr. Nachiket Mor, Deputy Managing Director will continue to be responsible for rural banking and global principal investments and trading.

The Board at its Meeting today elevated Mr. V. Vaidyanathan, Senior General Manager as Executive Director on the Board, subject to the approval of Reserve Bank of India, and of the shareholders at the next general meeting. Mr. Vaidyanathan joined the ICICI group in 2000. He has, together with Ms. Kochhar, led the growth of the retail business over the past five years. He will continue to be responsible for retail banking and will report to the Managing Director & CEO.

ICICI Prudential Life Insurance Company (ICICI Pru Life), the group’s life insurance business in joint venture partnership with Prudential plc, has assumed increasing importance and criticality over the years, and accounts for a significant portion of the group’s revenues and capital deployment. In order to further strengthen the top management of this business in line with its growing scale, the joint venture partners have decided to recommend to ICICI Pru Life’s board of directors the appointment of Mr. Bhargav Dasgupta, Senior General Manager, ICICI Bank, as an Executive Director on the board of ICICI Pru Life, subject to necessary approvals.






Given the growth of the ICICI group and its presence across the spectrum of financial services, a new management grade is being created in the group for certain critical functions that need to be viewed on a group-wide basis to ensure alignment of philosophy and policies, and derive benefits from the synergies between different businesses, while maintaining appropriate arms’ length relationships and ensuring regulatory compliance. The following Senior General Managers of ICICI Bank are being promoted to this grade:

  • Ms. Madhabi Puri-Buch, who is responsible for Operations on a Bank-wide basis as well as certain key corporate functions, will also be the Group Corporate Brand Officer.
  • Ms. Vishakha Mulye will be the Group Chief Financial Officer.
  • Mr. K. Ramkumar will be the Group Chief Human Resources Officer.
  • Mr. Pravir Vohra will be the Group Chief Technology Officer.

For further press queries please call Charudatta Deshpande at 91-22-2653 8208 or e-mail: charudatta.deshpande@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.

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