United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 6-K


                            Report of Foreign Issuer
                     Pursuant to Rule 13a-16 or 15d-16 under
                       the Securities Exchange Act of 1934


                         For the month of November 2002


                               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 whether the registrant by furnishing the information
 contained in this Form is also thereby furnishing the information to the Com-
mmission pursuant to Rule 12g 3-2(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.



                                INDEX TO EXHIBITS

Item
----

1.       Press Release dated January 4, 2003








                                   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:  January 4, 2003

                                                       ICICI Bank Limited


                                             By: /s/  Jyotin Mehta
                                                --------------------------------
                                                Name:  Jyotin Mehta
                                                Title: General Manager &
                                                       Company Secretary



                                                                          ITEM 1


                                                            ICICI Bank Limited
                                                            ICICI Bank Towers
                                                            Bandra Kurla Complex
[LOGO] ICICI Bank                                           Mumbai 400 051
--------------------------------------------------------------------------------

News Release                                                January 4, 2003


ICICI Bank proposes to acquire Transamerica Apple Distribution Finance Private
Limited

ICICI Bank Limited (NYSE: IBN) proposes, subject to Reserve Bank of India
approval and such other approvals as may be required, to acquire the entire
paid-up share capital of Transamerica Apple Distribution Finance Private Limited
(TADFL), a financial services company. The cost of acquisition is estimated at
Rs. 74 crore and would be finalised on completion of audit of the accounts of
TADFL for the period April - November 2002, or such other period as agreed.

TADFL is primarily engaged in providing distribution financing in the
two-wheeler and tractor industry segments, and loans to retail customers for
purchase of two-wheelers. Retail finance is a key focus area for ICICI Bank and
the acquisition of TADFL is expected to supplement ICICI Bank's retail
franchise, especially in the two-wheeler finance market.

About TADFL

TADFL is a 70:30 joint venture between Transamerica Distribution Finance, USA
(TDF) and Apple Credit Corporation Limited (Apple). TDF is a wholly-owned
subsidiary of Transamerica Finance Corporation, USA (TFC) which in turn is a
subsidiary of Aegon N.V., a Netherlands based global insurance major. JM Morgan
Stanley Private Limited was the financial advisor to TDF on this transaction.
Total assets of TADFL were Rs. 217.9 crore at March 31, 2002. As per the audited
accounts for the year ending March 31, 2002, TADFL's profit after tax was Rs.
4.6 crore.

About ICICI Bank

ICICI Bank is the largest private sector bank in Indian and a leading player in
the retail finance market. Total assets of ICICI Bank were Rs. 1,04,110 crore at
March 31, 2002. The Bank has a network of over 400 branches and extension
counters, and 1,250 ATMs.

Rs. 1 crore = 10 million



                                                            ICICI Bank Limited
                                                            ICICI Bank Towers
                                                            Bandra Kurla Complex
[LOGO] ICICI Bank                                           Mumbai 400 051
--------------------------------------------------------------------------------


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, the
ability to obtain RBI approval for the acquisition on the proposed terms and
schedule, the risk that the business of TADFL will not be integrated as swiftly
as planned, the risk that the synergies and savings expected from the
acquisition may not be fully realized or may take longer to realize than
expected, disruption of the acquisition making it more difficult to maintain
relationships with clients, employees or suppliers, our ability to successfully
implement our strategy, future levels of non-performing loans, our growth and
expansion in business, 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.


For further press queries please contact Madhvendra Das at 91-22-2653 6124 or
e-mail: [email protected]

For investor queries please call Rakesh Jha at 91-22-2653 6157 or Anindya
Banerjee at 91-22-2653 7131 or email at [email protected]