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 January, 2007

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 12g3-2(b): Not Applicable






TABLE OF CONTENTS

Item  
   
   
1. News Release dated January 20, 2007
   
2. Audited Financial Results for the period ended December 31, 2006.
   
   




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.

  ICICI Bank Limited
     
 Date: January 20, 2007 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   January 20, 2007
     
     

Performance Review – Quarter ended December 31, 2006: 42% year-on-year growth in profit after tax

The Board of Directors of ICICI Bank Limited (NYSE: IBN) at its meeting held at Vadodara today, approved the audited accounts of the Bank for the quarter ended December 31, 2006 (Q3-2007).

Highlights

  • Operating profit increased 65% to Rs. 1,976 crore (US$ 446 million) for Q3-2007 from Rs. 1,194 crore (US$ 270 million) for Q3-2006.

  • Profit after tax for Q3-2007 increased 42% to Rs. 910 crore (US$ 206 million) from Rs. 640 crore (US$ 145 million) for Q3-2006.

  • Net interest income increased 32% to Rs. 1,709 crore (US$ 386 million) for Q3-2007 from Rs. 1,296 crore (US$ 293 million) for Q3-2006.

  • Fee income increased 53% to Rs. 1,345 crore (US$ 304 million) for Q3- 2007 from Rs. 881 crore (US$ 199 million) for Q3-2006.

  • Profit after tax increased 31% to Rs. 2,285 crore (US$ 516 million) for the nine-month period ended December 31, 2006 (9m-2007) from Rs. 1,750 crore (US$ 395 million) for the nine-month period ended December 31, 2005 (9m-2006).

  • Retail assets increased 50% to Rs. 117,914 crore (US$ 26.6 billion) at December 31, 2006 from Rs. 78,495 crore (US$ 17.7 billion) at December 31, 2005.

  • Deposits increased 47% to Rs. 196,893 crore (US$ 44.5 billion) at December 31, 2006 from Rs. 133,881 crore (US$ 30.3 billion) at December 31, 2005.




  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051
     

Operating review

Credit growth

The Bank’s net customer assets increased 42% to Rs. 180,960 crore (US$ 40.9 billion) at December 31, 2006 compared to Rs. 127,319 crore (US$ 28.8 billion) at December 31, 2005. In 9m-2007, the Bank’s total retail disbursements were about Rs. 54,100 crore (US$ 12.2 billion) including home loan disbursements of about Rs. 21,300 crore (US$ 4.8 billion). Retail assets constituted 68% of advances and 65% of customer assets. The Bank is focusing on non-fund based products and services, as well as capitalising on opportunities presented by the domestic and international expansion of Indian companies. The Bank’s rural portfolio grew by about 43% on a year-on-year basis. The Bank is also extending its reach in the small and medium enterprises segment.

Deposit growth

The Bank’s total deposits increased 47% to Rs. 196,893 crore (US$ 44.5 billion) at December 31, 2006 from Rs. 133,881 crore (US$ 30.2 billion) at December 31, 2005. During this period, savings deposits increased by 53% from Rs. 18,951 crore (US$ 4.3 bn) to Rs. 28,878 crore (US$ 6.5 bn). The Bank added 35 branches and 345 ATMs during the quarter, taking the number of branches and extension counters to 667 and ATMs to 2,681.

International operations

The Bank now has wholly-owned subsidiaries, branches and representative offices in 16 countries, and an offshore banking unit in Mumbai. The total assets of the Bank’s international branches increased to about Rs. 40,300 crore (US$ 9.1 billion) at December 31, 2006 from about Rs. 25,180 crore (US$ 5.7 billion) at December 31, 2005. The total assets of the Bank’s international banking subsidiaries increased to about Rs. 24,450 crore (US$ 5.5 billion) at December 31, 2006 from about Rs. 8,600 crore (US$ 1.9 billion) at December 31, 2005. The Bank’s remittance volumes grew by 30% in Q3-2007 compared to Q3-2006. The Bank has launched remittances services to Sri Lanka and the Philippines through its UK and Canada subsidiaries. ICICI Bank UK’s unaudited profit after tax for 9m-2007 was US$ 28.9 million (approximately Rs. 128 crore), translating into a return on equity of about 20%. During the quarter, the Bank opened representative offices in Thailand and Malaysia.

2





  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051
     

Capital adequacy

The Bank’s capital adequacy at December 31, 2006 was 13.4% (including Tier 1 capital adequacy of 8.6%), well above RBI’s requirement of total capital adequacy of 9%.

Asset quality

At December 31, 2006, the Bank’s net non-performing assets constituted 1.0% of net customer assets.

Insurance and asset management businesses

ICICI Lombard General Insurance Company (ICICI Lombard) enhanced its leadership position with a market share of about 35.8% among private sector general insurance companies and an overall market share of about 12.5% during April-November 2006. ICICI Lombard’s unaudited profit after tax for Q3-2007 was Rs. 16 crore (US$ 4 million).

ICICI Prudential Life Insurance Company (ICICI Prudential Life) continued to maintain its market leadership among private sector life insurance companies. Life insurance companies worldwide make losses in the initial years, in view of business set-up and customer acquisition costs in the initial years as well as reserving for actuarial liability. While the growing operations of ICICI Prudential Life had a negative impact of Rs. 95 crore (US$ 21 million) on the Bank’s consolidated profit after tax in Q3-2007 on account of the above reasons, the company’s unaudited New Business Achieved Profit (NBAP) for Q3-2007 was Rs. 193 crore (US$ 44 million) as compared to Rs. 142 crore (US$ 32 million) in Q3-2006. NBAP is a metric for the economic value of the new business written during a defined period. It is measured as the present value of all the future profits for the shareholders, on account of the new business based on standard assumptions of mortality, expenses and other parameters. Actual experience could differ based on variance from these assumptions especially in respect of expense overruns in the initial years.

Prudential ICICI Asset Management Company continues to be among the largest asset management companies in India with assets under management of over Rs. 33,350 crore (US$ 7.5 billion) at December 31, 2006.

 

3





  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051
     

Summary Profit and Loss Statement

Rs. crore
  Q3-2006 Q3-2007 Growth over
Q3-2006 		9m-2006 9m-2007 FY2006
Net interest income1 1,296 1,709 32% 3,335 4,761 4,709
Non-interest income
(excluding treasury) 		1,045 1,671 60% 2,922 4,260 4,243
- Fee income 2 881 1,345 53% 2,342 3,585 3,447
- Lease & other income 164 326 99% 580 675 796
Less:            
Operating expense 904 1,289 43% 2,490 3,525 3,547
Expenses on direct
market agents (DMAs)1 		301 383 27% 812 1,101 1,177
Lease depreciation 76 42 -45% 204 144 277
Core operating profit 1,060 1,666 57% 2,750 4,251 3,951
Treasury gains2 134 310 131% 459 568 740
Operating profit 1,194 1,976 65% 3,209 4,819 4,691
Less: Provisions3,4 395 8915 126% 997 2,083 1,594
Profit before tax 799 1,085 36% 2,212 2,736 3,097
Less: Tax 159 175 10% 462 451 557
Profit after tax 640 910 42% 1,750 2,285 2,540

1.      DMA expense on automobile loans, which was earlier deducted from net interest income, is now included in “Expenses on direct marketing agents (DMAs)”.
 
2.      Includes income from treasury products and services.
 
3.      Includes premium amortisation on government securities: Rs. 220 crore in Q3- 2006, Rs. 224 crore in Q3-2007, Rs. 559 crore in 9m-2006, Rs. 733 crore in 9m- 2007 and Rs. 802 crore in FY2006.
 
4.      Includes standard asset provisions of Rs. 208 crore in Q3-2006, Rs. 144 crore in Q3-2007, Rs. 248 crore in 9m-2006, Rs. 278 crore in 9m-2007 and Rs. 339 crore in FY2006.
 
5.      Includes provision of Rs. 85 crore for potential losses from frauds pertaining to the warehouse receipt-based financing product for agricultural credit.
 
6.      Prior period figures have been regrouped/re-arranged where necessary.
 

4





  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051
     

Summary Balance Sheet

Rs. crore
  Dec 31,
2005 		Dec 31,
2006 		Growth over Dec
31, 2005 		March 31,
2006
Assets        
Cash balances with
banks & SLR 		59,043 82,428 40% 68,114
- Cash & bank balances 17,786 24,819 40% 17,040
- SLR investments 41,257 57,609 40% 51,074
Advances 122,613 172,763 41% 146,163
Other investments 15,923 21,924 38% 20,473
Fixed & other assets 14,853 18,717 26% 16,639
Total 212,432 295,832 39% 251,389
Liabilities        
Networth 21,052 24,445 16% 22,206
- Equity capital 874 894 2% 890
- Reserves 20,178 23,551 17% 21,316
Preference capital 350 350 - 350
Deposits 133,881 196,893 47% 165,083
Erstwhile ICICI
borrowings 		14,117 11,190 -21% 13,190
Other borrowings 29,690 47,6291 60% 35,477
Other liabilities 13,342 15,325 15% 15,083
Total 212,432 295,832 39% 251,389

1. Includes Hybrid Tier-1 and Upper Tier-2 capital of Rs. 4,197 crore.

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 our ability to successfully implement our strategy, future levels of non-performing loans, our growth and expansion in business, the impact of any acquisitions, 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.

5





  ICICI Bank Limited
ICICI Bank Towers
Bandra Kurla Complex
Mumbai 400 051
     

For further press queries please call Charudatta Deshpande at 91-22-2653 8208 or e-mail: charudatta.deshpande@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.

1 crore = 10.0 million

US$ amounts represent convenience translations at US$1= Rs. 44.26.

6



        Item 2


ICICI Bank Limited
Registered Office: Landmark, Race Course Circle, Vadodara - 390 007.
Corporate Office : ICICI Bank Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.
Web site: http://www.icicibank.com

AUDITED FINANCIAL RESULTS

(Rs. in crore)
Sr.
No. 		Particulars Quarter ended Nine months ended Year ended
March 31, 2006
December 31,
2006 		December 31,
2005 		December 31,
2006 		December 31,
2005
1. Interest earned (a)+(b)+(c)+(d) 5,824.65 3,712.48 16,332.71 10,157.80 14,306.13
  a) Interest/discount on advances/bills 4,165.53 2,663.46 11,392.89 7,217.78 10,206.59
  b) Income on investments 1,542.58 962.80 4,369.84 2,649.25 3,692.76
  c) Interest on balances with Reserve Bank of  India and other interbank funds 111.54 75.60 515.64 231.16 335.46
  d) Others 5.00 10.62 54.34 59.61 71.32
2. Other income 1,980.59 1,179.17 4,828.28 3,381.22 4,983.14
  A) TOTAL INCOME (1) + (2) 7,805.24 4,891.65 21,160.99 13,539.02 19,289.27
3. Interest expended 4,115.85 2,416.88 11,571.64 6,823.24 9,597.45
4. Operating expenses (e) + (f) + (g) 1,713.25 1,280.28 4,769.97 3,506.45 5,001.15
  e) Payments to and provisions for employees 426.22 274.00 1,175.94 744.20 1,082.29
  f) Direct marketing agency expenses 383.09 300.74 1,101.04 812.23 1,177.06
  g) Other operating expenses 903.94 705.54 2,492.99 1,950.02 2,741.80
  B) TOTAL EXPENDITURE (3) + (4) (excluding provisions and contingencies) 5,829.10 3,697.16 16,341.61 10,329.69 14,598.60
5. OPERATING PROFIT (A-B)
(Profit before provisions and contingencies) 		1,976.14 1,194.49 4,819.38 3,209.33 4,690.67
6. Other provisions and contingencies 890.95 395.07 2,083.07 996.74 1,594.07
7. Provision for taxes          
  a) Current period tax 365.58 102.99 712.61 451.35 691.22
  b) Deferred tax adjustment (190.47) 56.35 (261.40) 11.10 (134.69)
8. NET PROFIT (5-6-7) 910.08 640.08 2,285.10 1,750.14 2,540.07
9. Paid-up equity share capital (face value Rs. 10/-) 894.08 873.78 894.08 873.78 889.83
10. Reserves excluding revaluation reserves 23,550.80 20,177.59 23,550.80 20,177.59 21,316.16
11. Analytical ratios          
  (i) Percentage of shares held by Government of India ... ... ... ... ...
  (ii) Capital adequacy ratio 13.37% 14.53% 13.37% 14.53% 13.35%
  (iii) Earnings per share for the period (not annualised for quarter/period) (in Rs.) (basic) 10.18 8.38 25.61 23.42 32.49
  (iv) Earnings per share for the period (not annualised for quarter/period) (in Rs. ) (diluted) 10.10 8.29 25.39 23.17 32.15
12. Aggregate of non-promoter shareholding          
  •  No. of shares 894,002,943 875,127,259 894,002,943 875,127,259 889,823,901
  •  Percentage of shareholding 100 100 100 100 100
13. Deposits 196,892.76 133,881.49 196,892.76 133,881.49 165,083.17
14. Advances 172,763.08 122,612.85 172,763.08 122,612.85 146,163.11
15. Total assets 295,832.05 212,431.69 295,832.05 212,431.69 251,388.95
Notes
1.    The financial results have been prepared in accordance with Accounting Standard (“AS”) 25 on “Interim Financial Reporting”.
2. During the quarter ended December 31, 2006, the Bank allotted 1,151,362 equity shares pursuant to exercise of employee stock options and forfeited 44,280 partly paid equity shares for non-payment of balance amount due in respect of Public Issue of equity shares made in December, 2005.
3.    Status of equity investors’ complaints / grievances for the quarter ended December 31, 2006.


Opening balance Additions Disposals Closing balance *
8 437 437 8
*Of these, 2 have since been resolved.

4. Provision for current period tax includes Rs. 9.98 crore towards provision for fringe benefit tax for the quarter ended December 31, 2006 (Rs. 31.96 crore for the nine months ended December 31, 2006).
5. Other provisions and contingencies for the quarter ended December 31, 2006 includes provisions of Rs. 85.05 crore for potential losses from frauds pertaining to warehouse receipt-based financing product for agricultural credit.
6. Till the year ended March 31, 2006, the Bank deducted direct marketing agency expenses on automobile loans from the interest income. For the period ended December 31, 2006, the Bank has reported all direct marketing agency expenses, on automobile loans and other retail loans, separately under “Operating expenses”.
7. ICICI Web Trade Limited has merged with ICICI Brokerage Services Limited, a subsidiary of ICICI Bank Limited, effective October 1, 2006.
8. Previous period / year figures have been regrouped / reclassified where necessary to conform to current period classification.
9. The above financial results have been taken on record by the Board of Directors at its meeting held on January 20, 2007.
 
Place : Vadodara    Kalpana Morparia
Date : January 20, 2007 Joint Managing Director





SEGMENTAL INFORMATION OF ICICI BANK LIMITED FOR THE PERIOD ENDED DECEMBER 31, 2006

(Rs. in crore)
Sr.
No. 		Particulars Quarter ended Nine months ended Year ended
March 31, 2006
December 31,
2006 		December 31,
2005 		December 31,
2006 		December 31,
2005
1. Segment Revenue          
a Consumer and Commercial Banking 5,944.10 3,951.98 16,641.85 10,927.23 15,408.53
b Investment Banking 2,164.55 1,186.12 5,656.08 3,530.11 4,972.50
  Total revenue 8,108.65 5,138.10 22,297.93 14,457.34 20,381.03
  Less: Inter Segment Revenue 303.41 246.45 1,136.94 918.32 1,091.76
  Income from Operations 7,805.24 4,891.65 21,160.99 13,539.02 19,289.27
2. Segmental Results (i.e. Profit before tax & provisions)          
a Consumer and Commercial Banking 1,325.83 954.48 3,209.51 2,383.69 3,387.05
b Investment Banking 659.91 249.61 1,638.67 854.44 1,342.02
  Total profit before tax & provisions 1,985.74 1,204.09 4,848.18 3,238.13 4,729.07
3. Provisions          
a Consumer and Commercial Banking 612.70 170.13 1,288.68 376.28 732.02
b Investment Banking 278.25 224.94 794.39 620.46 862.05
  Total provisions 890.95 395.07 2,083.07 996.74 1,594.07
4. Segment Results (i.e. Profit before tax)          
a Consumer and Commercial Banking 713.13 784.35 1,920.83 2,007.41 2,655.03
b Investment Banking 381.66 24.67 844.28 233.98 479.97
  Total profit before tax 1,094.79 809.02 2,765.11 2,241.39 3,135.00
  Unallocated 9.60 9.60 28.80 28.80 38.40
  Tax 175.11 159.34 451.21 462.45 556.53
  Profit after tax 910.08 640.08 2,285.10 1,750.14 2,540.07
5. Capital Employed (i.e. Segment Assets – Segment Liabilities excluding inter-segmental funds lent
and borrowed) 		         
a Consumer and Commercial Banking (32,047.03) (21,594.05) (32,047.03) (21,594.05) (27,936.78)
b Investment Banking 53,061.23 40,223.76 53,061.23 40,223.76 47,417.84
  Total capital employed 21,014.20 18,629.71 21,014.20 18,629.71 19,481.06