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, 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

TABLE OF CONTENTS

Item
1.	Press Release dated December 13, 2004.

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.

	For ICICI Bank Limited
Date: December 13, 2004	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	December 13, 2004
ICICI Bank’s Board of Directors approves sponsored ADR offering The Board of Directors of ICICI Bank (NYSE: IBN) at its meeting at Mumbai today approved the proposal for sponsoring an issue of American Depositary Receipts (ADRs) against existing equity shares held by its shareholders and listed on Indian stock exchanges. The size of the sponsored ADR offering would be up to a maximum of 6% of the Bank’s paid-up equity share capital, subject to compliance with applicable regulations governing sponsored ADR issuances by Indian companies and foreign ownership in Indian private sector banks. Approval of the shareholders will be sought as required. This notice does not constitute an offer to sell or the solicitation of an offer to buy any ICICI Bank securities, nor will there be any sale of any ICICI Bank securities in any State or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such State or jurisdiction. The ADRs of ICICI Bank may not be sold nor may offers to buy such ADRs be accepted prior to the time that a registration statement filed with the U.S. Securities and Exchange Commission becomes effective. For further press queries please call Madhvendra Das at 91-22-2653 8208 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.