SecProbe.io

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      August 26, 2005

     Mail Stop 4561
Mr. K.V. Kamath
Managing Director and Chief Executive Officer
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 40051, India

      Re:	ICICI Bank Limited
		Form 20-F for the period ended March 31, 2004
		File No. 1-15002

Dear Mr. Kamath:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  In some of our comments, we may ask
you
to provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Audited Financial Statements
Notes to the Consolidated Financial Statements
Note 1 - Significant Accounting Policies
Allowance for Loan Losses, page F-13

1. Your tables on pages 76 and 77 indicate that of your total
allowance for loan losses of Rs. 66,767 million at March 31, 2004,
you determined that Rs. 40,981 million and Rs. 21,474 million were
your best estimates of the amounts of losses incurred on
restructured
and impaired loans, respectively, and that Rs. 4,312 million was
your
best estimate of the amounts of probable losses inherent in the
remainder of your loan portfolio.  Please provide us with the
following information:

* Explain how you determined each element of the allowance for
non-
impaired loans;
* Clarify how your accounting policy is consistent with the
guidance
in SFAS 114 as amended by SFAS 118 for loans individually
evaluated
for impairment; and

* Explain how you determined that an allowance of less than one
percent of the remainder of your gross loan portfolio was
appropriate
for loans that were not impaired.  Specifically explain how you
considered the following:

* Approximately 27% of your gross loan portfolio was either
impaired
or restructured as of March 31, 2004;
* The loss rates disclosed in Footnote 11 for securitized loans;
and
* Historical loss rates for each category of loans.

Note 8 - Investments in Affiliates, page F-25

2. You account for a 74% ownership interest in ICICI Prudential
Life
Insurance Limited and ICICI Lombard General Insurance Company
Limited
using the equity method because of substantive participative
rights
held by the minority shareholders.  Please tell us what
substantive
participative rights your minority shareholders have.  Given those
rights and your majority ownership interest and associated rights,
explain how you determined that these companies should not be
consolidated.

Note 16 - Goodwill and Intangible Assets, Net, page F-33

3. We note that no commercial banking goodwill impairment loss was
recorded during the years ended March 31, 2003 and 2004.  We also
note on page F-39, that you reported net losses for your
commercial
banking segment for these same periods.  For each period, please
explain how you determined that no goodwill impairment loss should
be
recorded as a result of these net losses.

Note 17 - Other Assets, page F-34

4. Please define the "Debtors" included in your table and explain
the
large increase in these assets during the year ended March 31,
2004.

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response letter on EDGAR.
Please understand that we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sharon Johnson, Staff Accountant, at (202)
551-
3474 or me at (202) 551-3490 if you have questions.

      Sincerely,

      Donald Walker
								Senior Associate Chief
Accountant

cc:	Via U.S. Mail and Facsimile 011-91-22-2653-1175
      Anindya Banerjee
	Rakesh Jha
	ICICI Bank Limited
      ICICI Bank Towers
      Bandra-Kurla Complex
      Mumbai 40051, India

	Via U.S Mail and Facsimile 011-33-1-56-59-36-90
	Margaret E. Tahyar, Esq.
	Davis Polk & Wardwell
	15, avenue Matignon
	75008 Paris, France

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K.V. Kamath
ICICI Bank Limited
August 26, 2005
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