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 March, 2000

                                 ICICI Limited
                (Translation of registrant's name into English)

                                 ICICI 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
Commission 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.  Letter filed with domestic stock exchange.




                                   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:   March 29, 2000

                                           ICICI Ltd.

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