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 December, 2003

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


Table of Contents

Item  
   
1. Form 6k dated December 4, 2003.
 2. Form ‘C’.


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 authorized.

Dated: December 4, 2003

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



FORM C

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 Regulation 13(3) and (6) Regulation 13(3) – Details of change in shareholding in respect of persons holding more than 5% shares in a listed company

Name & address of
shareholders		 Shareholding
prior to
acquisition/sale		 No. & % of shares/
voting rights
acquired/sold		 Receipt of
allotment
advice/acquisition
of shares/sale of
shares - specify		 Date of
intimation to
company		 Mode of acquisition
on (market
purchase/public/
rights/preferential
offer etc.)

HWIC Asia Fund
3rd Floor, Les Cascades
Edith Cavell St.
Port Louis
Mauritius

45,481,626
(7.42%) 		21,300,000 Sale of Shares 2 December 2003 Sold through BSE (Market)


No. & % of shares/voting
rights post-acquisition/sale		 Trading member
through whom
the trade was
executed with
SEBI
Registration no.
of the TM		 Exchange on
which the
trade was
executed 		Buy
quantity 		Buy value Sell
quantity 		Sell value
24,181,626 Shares
(3.90%)

ICICI Brokerage
Services Ltd
INB 010773035

 BSE – – 21,300,000
Shares 		INR 5,635,980,000

Date: 2 December 2003 Signature of the Shareholder:
   
  /s/ Illegible
 
  for INTERNATIONAL FINANCIAL SERVICES LTD
  CORPORATE SECRETARY
  of HWIC Asia Fund