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 June 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.       Public notice 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: June 19, 2001

                                         ICICI Ltd.



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