Item 3

ICICI Limited

Shareholders of ICICI Bank Limited approve the Scheme of Amalgamation

The shareholders of ICICI Bank Limited (NYSE Code : IBN) have, through the Poll
conducted at their Fifth Extraordinary General Meeting held on January 19,
2001, unanimously approved the Scheme of Amalgamation of Bank of Madura Limited
(BoM) with ICICI Bank Limited subject to the approval of the Reserve Bank of
India (RBI) and such other statutory and regulatory authorities as may be
required. The swap ratio has been fixed at 2 equity shares of the Bank for
every 1 equity share of BoM.

The Bank would be seeking the approval of the Reserve Bank of India (RBI) in
terms of Section 44A of the Banking Regulation Act, 1949. The Scheme would be
effective from the date on which the RBI approves the Scheme or such other date
as may be specified by the RBI by an order in writing. After the RBI accords
its sanction to the Scheme of Amalgamation, the Board of Directors of the Bank
would be fixing a Record Date for determining the shareholders of BoM who would
be eligible for the shares of ICICI Bank Limited in exchange of the shares of
BoM. BoM has 1,17,69,900 equity shares against which the Bank will have to
issue 2,35,39,800 equity shares of the face value of Rs. 10/- each. The new
shares to be issued would be listed at the stock exchanges in Vadodara, Mumbai,
Chennai, Calcutta, New Delhi and the National Stock Exchange of India Limited.

For investors' queries, contact : Bhashyam Seshan
Phone:     (91)-22-653 8420 or 653 7460
Facsimile: (91)-22-653 1167
e-mail:    bhashyams@icicibank.com

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Except for the historical information contained in this Press Release,
statements in this Press Release which contain words or phrases such as "will"
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 exposure to market risks as well as other risks
detailed in the report filed by ICICI Bank Limited with the United States
Securities and Exchange Commission. ICICI Bank undertakes no obligation to
update forward-looking statements to reflect events of circumstances after the
date thereof.

January 19, 2001

END