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 April 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 EXHIBITS

Item
- ----
1.   Letter to Shareholders of ICICI Limited
2.   Press announcement by ICICI Limited









                                   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:   April 17, 2001

                                                ICICI Ltd.


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