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 February 2001


                                 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 of 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 EXHIBIT

Item
- ----

1.        Unaudited interim results of ICICI Limited for the nine months ended
          December 31, 2000 as per US GAAP.





                                   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: February 8, 2001

                                            ICICI Ltd.


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