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[ICICI Letterhead]

September 9, 2005

VIA EDGAR AND EXPRESS COURIER

Mr. Donald Walker, Senior Associate Chief Accountant

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re.:

ICICI Bank Limited

Annual Report on Form 20-F for the year ended March 31, 2004 (File No. 1-15002)

     This letter is in response to the Staff’s comments regarding the above-referenced annual report on Form 20-F, set forth in your letter dated August 26, 2005 to Mr. K.V. Kamath. Set forth
below are the responses to the comments in your letter. The numbering of the comments below corresponds to the numbering in your letter.

Audited Financial Statements

Notes to the Consolidated Financial Statements

Note 1- Significant Accounting Policies

Allowances 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 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.

     The methodology for determining our allowance for loan losses for various types of loans is described below.

     Allowance for loan losses against corporate loans

     Corporate loans include project and corporate finance, working capital finance (including working capital term loans) and lease financing. Our corporate loans are generally fully secured and
have full recourse to the borrower. In most cases other than working capital finance, we have a security interest and first lien on all the fixed assets and a second lien on all the current assets of the borrower. In respect of working capital
finance loans, we have a security interest and first lien on all

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current assets and a second lien on all fixed assets of the borrower. Security interests typically include property, plant and equipment as well as other tangible assets of the borrower, both present and future. We conduct
a comprehensive analysis of our corporate loan portfolio on a periodic basis for identification of impaired loans and determination of the allowance required for loan losses. The analysis considers both qualitative and quantitative criteria
including, among others, the account conduct, future prospects, repayment history and financial performance. This comprehensive analysis includes an account-by-account analysis of a substantial portion of the corporate loan portfolio, and an
allowance is made for probable loss, if any, on each account. Corporate loans with an outstanding amount of greater than Rs. 100 million are selected across risk grades (generally adversely graded accounts) for a detailed review. Based on these
criteria, 73% (by value of loans) of corporate loans outstanding at March 31, 2004 were reviewed individually for impairment. In addition to the detailed review of large balance loans, we also classify our portfolio based on the overdue status of
each account, based on which a loan is classified as impaired if principal or interest has remained overdue for more than 90 days.

     For restructured and other impaired loans in excess of Rs. 100 million, we follow a detailed process for each account to determine the allowance for loan losses to be provided as detailed in
the preceding paragraph. For the balance of smaller corporate loans overdue for more than 90 days, we classify these loans into separately identified categories based on common characteristics. This process is detailed in the section, “Business
– Impaired Loans – Allowance for Loan Losses” on page 82 of Form 20-F. We ensure that loans which are individually evaluated for impairment are not considered again in the analysis of loans that are more than 90 days overdue. We make
an additional allowance in respect of our residual non-impaired corporate loans based on an analysis of our historical loss experience to estimate the probable losses on the loan portfolio. Certain loans classified in earlier periods as restructured
and other impaired loans that exhibit sustained performance for a reasonable period are upgraded into non-impaired status. Allowances held against such upgraded loans are retained and are a part of allowances for loan losses against non-impaired
portfolio.

     Allowance for loan losses against smaller balance homogenous consumer loans

     This category of smaller balance, homogeneous consumer loans includes consumer mortgage, installments, revolving credit, and most other types of consumer loans. We make allowances for our
smaller balance homogeneous consumer loans by aggregating individual loans into various product categories. Total outstanding loans in a product category are then classified into time buckets based on ageing, that is, the number of days overdue. We
establish an aggregate allowance for loan losses on our smaller-balance homogenous consumer loans (impaired and non-impaired loans) based on our estimate of probable losses inherent in the time buckets identified for each of the product categories.
Our estimate, amongst other factors, includes analysis of data available within and outside the Bank, using which historical delinquency and credit loss experience is applied to the current ageing of the portfolio.

     To summarize, a substantial part of our loan portfolio (approximately 80% of total loans) is reviewed either in aggregate (smaller-balance homogenous consumer loans) or individually (corporate
loans with outstanding greater than Rs. 100 million). We believe that the allowance for loan losses against non-impaired loans at March 31, 2004 is appropriate to cover probable losses inherent in the residual portfolio.

     We have adopted the guidance in SFAS 114 as amended by SFAS 118 while computing allowances for loan loss provisions as stated in the policy for computing specific allowance for loan losses on
impaired loans on page F-13 of Form 20-F and as explained in the section “Business - Impaired Loans” on pages 75 to 83 of our Form 20-F. The following table sets forth a summary of the requirements of SFAS 114 and SFAS 118 and our
compliance with these requirements.

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    Para

    No of

    FAS
     FAS 114 / FAS 118 statement
     Bank policy

    8
     A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement.
     As described in the section “Business – Impaired Loans – Recognition of Impaired Loans” on page 75 of Form 20-F and in our accounting policy on allowance for loan losses on page F-13 of Form 20-F, we follow this definition in identifying impaired loans.

    12
     Some impaired loans have risk characteristics that are unique to an individual borrower, and the creditor will apply the measurement methods described in paragraphs 13-16 on a loan-by-loan basis. However, some impaired loans may have risk characteristics in common with other impaired loans. A creditor may aggregate those loans and may use historical statistics, such as average recovery period and average amount recovered, along with a composite effective interest rate as a means of measuring those impaired loans.
    We conduct a comprehensive analysis of our corporate loan portfolio on a periodic basis for identification of impaired loans and determination of the allowances required. The analysis considers both qualitative and quantitative criteria including, among others, the account conduct, future prospects, repayment history and financial performance. This comprehensive analysis includes an account-by-account analysis of a substantial portion of the corporate loan portfolio, and an allowance is made for probable loss, if any, on each account.
	Corporate loans with outstanding amount of greater
	than Rs. 100 million are selected across risk grades (generally adversely graded accounts) for a detailed review. Based on these criteria, 73% (by value of loans) of corporate loans outstanding at March 31, 2004 were reviewed individually for impairment. In addition to the detailed review of large balance loans, we also classify our portfolio based on the overdue status of each account, based on which a loan is classified as impaired if principal or interest has remained overdue for more than 90 days.

     For restructured and other impaired loans in excess of Rs. 100 million, we follow a detailed process for each account to determine the allowance for loans losses to be provided as described in the preceding paragraph. For the balance of smaller corporate loans overdue for more than 90 days, we classify these loans into separately identified categories based on common characteristics. This process is detailed in the section, “Business – Impaired Loans – Allowance for Loan Losses” on page 82 of Form 20-F. We ensure that impaired loans

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     which are individually evaluated for impairment are not considered again in the analysis of loans that are more than 90 days overdue.

    13
     When a loan is impaired as defined in paragraph 8 of this Statement, a creditor shall measure impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan's observable market price, or the fair value of the collateral if the loan is collateral dependent.
     We measure the value of impaired loans as the present value of expected future cash flows discounted at the loan’s effective interest rate, at the loan’s observable market price, or the fair value of the collateral if the recovery of the loan is solely collateral dependent. If the value of the impaired loan is less than the recorded investment in the loan, we recognize this impairment by creating a valuation allowance with a corresponding charge to the provision for loan losses.

    14
     If a creditor bases its measure of loan impairment using a present value amount, the creditor shall calculate that present value amount based on an estimate of the expected future cash flows of the impaired loan, discounted at the loan's effective interest rate.
     We calculate present value by using the loan’s effective interest rate for discounting.

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    20
    A creditor shall disclose, either in the body of the financial statements or in the accompanying notes, the following information about loans that meet the definition of an impaired loan in paragraph 8 of this Statement:

       a. As of the date of each statement of financial position presented, the total recorded investment in the impaired loans at the end of each period and (1) the amount of that recorded investment for which there is a related allowance for credit losses determined in accordance with this Statement and the amount of that allowance and (2) the amount of that recorded investment for which there is no related allowance for credit losses determined in accordance with this Statement.

       b. The creditor's policy for recognizing interest income on impaired loans, including how cash receipts are recorded.

     c. For each period for which results of operations are presented, the average recorded investment in the impaired loans during each period, the related amount of interest income recognized during the time within that period that the loans were impaired, and, unless not practicable, the amount of interest income recognized using a cash-basis method of accounting during the time within that period that the loans were impaired.

      a. We have disclosed the required information in Footnote 9 on page F-28 of Form 20-F.

      b. We have disclosed the required information in Footnote 1 on page F-13 of Form 20-F.

    c. We have disclosed the required information in Footnote 9 on page F-28 of Form 20-F.

     We have explained the process for determining the elements of the allowance for loan losses on pages 1 and 2. As described above, we have assessed the adequacy of allowance on our loan
portfolio in various ways, depending on the characteristics of the various components of the portfolio to ensure we have made an adequate allowance. Overall, our principal focus is to maintain an adequate allowance to absorb probable credit losses
in the loan portfolio. We believe that our allowances are appropriate as per the guidance issued by SFAS 114, SFAS 118 and SFAS 5 for determining the allowances on our non-impaired loans. The allowance for loan losses represents our best estimate of
probable losses inherent in the portfolio. As explained more fully in the preceding paragraphs, we have considered our historical delinquency and credit loss experience while computing allowances for loan losses on our portfolio. We believe that the
estimates used for determining the level of allowance for loan losses in the preparation of consolidated financial statements are prudent and reasonable.

     The level of restructured and other impaired loans at March 31, 2004 (26.7% of our gross loan portfolio) arises primarily out of the project and corporate finance business of erstwhile ICICI
Limited, which was a development financial institution engaged in extending term loans to Indian companies. Till 1991, the Indian economy was heavily regulated, and functioned under a regime of licensing of all industrial units and high levels of
protection from foreign competition (in the form of entry and tariff barriers). In 1991, India embarked on a process of liberalization which exposed Indian

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industry to foreign competition. A large number of industrial units set up in the protected environment were unable to compete in the liberalized environment leading to impairment of the debt owed by them to the Indian
financial system. At the same time, in the mid-1990s, several Indian companies initiated large new projects, primarily in commodity sectors. These projects were characterized by a high level of debt (due to inadequate depth in equity capital
markets) contracted at high rates of interest prevailing in the Indian economy at that time. In the following years, the Indian economy, Indian companies and consequently asset quality in the Indian financial system, including ICICI Limited, were
adversely impacted by negative trends in global markets and recessionary conditions in various economies and increased competition arising from liberalization in India. There were also certain project specific issues such as contractual disputes
relating to a large power project. Our restructured loans and other impaired loans relate primarily to the loans originated by erstwhile ICICI Limited during this period. Subsequent to the amalgamation of ICICI Limited with ICICI Bank in 2002,
several significant positive changes have occurred in our business and financial profile, including a rapid diversification of the balance sheet towards consumer loans. The following table sets forth, at the dates indicated, the composition of our
loan portfolio.

      A