EXHIBIT 12.2


     I, Mr. N.S. Kannan, the Chief Financial Officer of ICICI Bank Limited,
certify that:

          1.   I have reviewed this annual report on Form 20-F of ICICI Bank
               Limited;

          2.   Based on my knowledge, this report does not contain any untrue
               statement of a material fact or omit to state a material fact
               necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this report;

          3.   Based on my knowledge, the financial statements, and other
               financial information included in this report, fairly present in
               all material respects the financial condition, results of
               operations and cash flows of the company as of, and for, the
               periods presented in this report;

          4.   The company's other certifying officer(s) and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-15(e) and
               15d-15(e)) for the company and have:

               (a)  Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed
                    under our supervision, to ensure that material information
                    relating to the company, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;

               (b)  [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and
                    34-47986]

               (c)  Evaluated the effectiveness of the company's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of a date within 90 days prior
                    to the filing date of this annual report; and

               (d)  Disclosed in this report any change in the company's
                    internal control over financial reporting that occurred
                    subsequent to the date of our most recent evaluation that
                    has materially affected, or is reasonably likely to
                    materially affect, the company's internal control over
                    financial reporting; and

          5.   The company's other certifying officer(s) and I have disclosed,
               based on our most recent evaluation of internal control over




               financial reporting, to the company's auditors and the audit
               committee of the company's board of directors (or persons
               performing the equivalent functions):

               (a)  All significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the company's ability to record, process, summarize and
                    report financial information; and

               (b)  Any fraud, whether or not material, that involves
                    management or other employees who have a significant role
                    in the company's internal control over financial reporting.


Date: September 29, 2003

                                                       /s/ N.S. Kannan
                                                       -------------------------
                                                       N.S. Kannan
                                                       Chief Financial Officer