Item 1.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Required Information

Location in Form of Receipt Filed Herewith as Prospectus

1.

Name of depositary and address of its principal executive office

Face of Receipt – introductory article

2.

Title of Receipts and identity of deposited securities

Face of Receipt – top center

Terms of Deposit:

(i)

The amount of deposited securities represented by one American Depositary Share (“ADS”)

Face of Receipt – upper right corner

(ii)

The procedure for voting the deposited securities

Reverse of Receipt – Article 17

(iii)

The procedure for collecting and distributing dividends

Reverse of Receipt – Article 13

(iv)

The procedures for transmitting notices, reports and proxy soliciting material

Face of Receipt – Article 11;

 

(v)

The sale or exercise of rights

Reverse of Receipt – Article 14

(vi)

The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Face of Receipt – Article 3;

Reverse of Receipt – Articles 13 and 18

(vii)

Amendment, extension or termination of the deposit arrangements

Reverse of Receipt – Articles 21 and 22 (no provision for extension)

(viii)

The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts

Face of Receipt – Article 11

(ix)

Restrictions upon the right to transfer or withdraw the underlying securities

Face of Receipt – Articles 2, 3 and 4

(x)

Limitation on the depositary’s liability

Reverse of Receipt – Articles 13, 19 and 22

3.

Fees and charges that a holder of Receipts may have to pay, either directly or indirectly

Face of Receipt – Article 7

4.

Fees and other direct and indirect payments made by the depositary to the foreign issuer of the deposited securities

Not applicable

Item 3.

EXHIBITS

 

(a)(i)

Form of Deposit Agreement by and among ICICI Bank Limited (the “Company”), Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as depositary (the “Depositary”), and registered holders and beneficial owners of American Depositary Receipts issued thereunder (the “Deposit Agreement”), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. — Previously filed as Exhibit (a) to Form F-6 (File No. 333-11504), dated February 18, 2000, and incorporated herein by reference.

(a)(ii)

Amendment No. 1 to the Deposit Agreement, including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. — Filed herewith as Exhibit (a)(ii).

 

(b)(i)

Letter Agreements dated February 19, 2002 and April 1, 2002 between the Company and the Depositary amending and supplementing the Deposit Agreement. — Previously filed as Exhibit 2.2 to the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2002, filed on September 30, 2002, and incorporated herein by reference.

(b)(ii)

Letter Agreement dated March 8, 2005 between the Company and the Depositary amending the Deposit Agreement to change the Company's agent for service of process. — Previously filed as Exhibit (b)(2) to Form F-6 (File No. 333-123236), dated March 10, 2005, and incorporated herein by reference.

 

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.

 

(d)

Opinion of counsel to the Depositary as to the legality of the securities to be registered. — Previously filed as Exhibit (d) to this Registration Statement.

 

(e)

Certification under Rule 466. — Not applicable.

Item 4.

UNDERTAKINGS

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.