Mumbai, December 10, 2001

Public Issue of ICICI Safety Bonds - December 2001

Under the Umbrella Prospectus approved by the Securities and Exchange Board of India (SEBI) for the year 2001-2002, ICICI is making the sixth public offering of Unsecured Redeemable Bonds in the nature of Debentures aggregating Rs. 400 crore with a right to retain oversubscription of up to Rs. 400 crore ("ICICI Safety Bonds -December 2001"). The issue will open for subscription on December 15, 2001 and will close on December 29, 2001.

Two premier credit rating agencies have assigned AAA ratings for the bonds: - "LAAA" by ICRA and "CARE AAA" by CARE. The ratings signify highest safety with regard to timely payment of principal and interest.

The Issue offers various options under six types of bonds - Tax Saving Bond, Encash Bond, Regular Income Bond, Money Multiplier Bond, Children Growth Bond and Floating Rate Bond.

NRIs/OCBs are also eligible to invest in these bonds (except for Encash Bonds and Floating Rate Bonds) on both repatriable and non-repatriable basis.

1. Tax Saving Bond

The investor may choose any of the following options in respect of the Tax Saving Bond:

I II III Tax Benefit Available Sec 88 Sec 88 Sec 88 Issue Price(Rs.) 5000/- 5000/- 5000/- Tenure 3 years 3 years 4 months 6 years 6 months Face Value 5000/- 6660/- 9000/- Interest Rate (%) p.a.* 9.00 9.0 YTM (Deep Discount Bond) 9.5 YTM (Deep Discount Bond) Frequency of interest payment Annual N.A. N.A. YTM (%)*# $ (with tax benefits) 18.5 16.7 13.4

* Subject to TDS as per the then prevailing tax laws
# Rounded off to the nearest multiple of 0.1
$ It has been assumed that a surcharge of 2% of tax is payable in case of all the options.

Option I provides for annual payment of interest. Options II and III are in the nature of a deep discount bond. Hence, no periodic interest is payable under these options.

Full and firm allotment is assured for all valid applications for the Tax Saving Bond.

As per the Finance Act 2001, the maximum limit for taking benefit of the rebate under Section 88 of the Income Tax Act is fixed at Rs. 80,000/-. Out of this, Rs. 20,000/- can be invested only in such eligible issue of capital, the proceeds of which are to be utilised in infrastructure projects.

Tax Saving Bonds offered by ICICI is one such eligible investment for this purpose.

This means that out of the overall limit of Rs. 80,000/-, Rs. 20,000/- can be invested only in such issues. Further to the Rs. 20,000/- one can also invest the balance Rs. 60,000/- in these Bonds to avail the benefit under Section 88. Thus it may be noted that the investors may put the entire amount of Rs. 80,000/- in these bonds for taking benefit of rebate under section 88.

Option III of the Tax Saving Bond, is designed to serve the dual purpose of tax benefit as well as Investment. The tenure of the bond is 6 years 6 months, and offers a good yield of 9.5% without tax rebate. Also, since the same is in the nature of a deep discount bond, the tax payment on interest income (i.e. the difference between Face Value and Issue Price) is deferred up to the 7th year. Thus, the investor not only enjoys a tax rebate on his investment, but also earns a fairly good return with postponement of tax payments.

2. Encash Bond

In today's investment scenario, when investors have been affected by uncertain and/or low returns from stock markets, mutual funds and Bank Fixed Deposits, Encash Bonds provide an excellent investment opportunity to the investors, i.e. good returns coupled with liquidity. In addition to regular interest payment, a premature withdrawal option is given to the investors to facilitate withdrawal of their money anytime after a period of one year without any penalty. Such encashment can be done across the counter at any of the specified branches of ICICI Bank.

Issue Price : Rs. 5,000/- Tenure : 5 years, with an option to all bondholders for early encashment anytime after the completion of one year from the Deemed Date of Allotment. Early encashment facility to be available at specified ICICI Bank branches or at ICICI Infotech Services Ltd. at its Mumbai office. Minimum Application : 1 Bond Status : Senior Debt Interest Payment : Interest will be paid Annually at the following rates:

Year 1st 2nd 3rd 4th 5th Applicable rate of interest for respective year *(%) p.a. 8.75 9.00 9.25 9.60 10.00 YTM (% )annualized*# @ 8.8 8.9 9.0 9.1 9.3

* Subject to TDS as per the then prevailing tax laws
# The yield to the investor if he opts for encashment at the end of the 1st, 2nd, 3rd, 4th and 5th year
@ Rounded off to the nearest multiple of 0.1

3. REGULAR INCOME BOND

The investor may choose any of the following options in respect of the payment of interest:  

I II III Issue Price (Rs.) 5000/- 5000/- 5000/- Tenure 7 years 7 years 7 years Face Value 5000/- 5000/- 5000/- Interest Rate (%) p.a.* 9.25 9.50 9.75 Frequency of interest payment Monthly Semi-Annual Annual YTM(%) annualized#* 9.7 9.7 9.8

# Rounded off to nearest multiple of 0.1
* Subject to TDS as per the then prevailing tax rates

Under the Regular Income Bond, an investor can invest for 7 years and earn regular income on a monthly, semi-annual or annual basis.

Option III offers a five-year Regular Income Bond with an interest rate of 9.75% p.a., payable annually.

4. MONEY MULTIPLIER BOND (in the nature of Deep Discount Bond)

This Bond has been launched to cater to the needs of various investors who would want to save today to meet the cash flow requirements in the near future for events such as purchase of house, car, etc.

The investor may choose any of the following options in respect of the Money Multiplier Bond:

I II Issue Price (Rs.) 5000/- 5000/- Tenure 4 years 7 months 7 years 4 months Face Value (Rs.) 7475/- 10000/- YTM(%) annualized#* 9.2 9.9

# Rounded off to nearest multiple of 0.1
* Subject to TDS as per the then prevailing tax laws."

The savings under option II doubles in 7 years 4 months. For investors looking for a shorter maturity product, under option I, Rs.5,000 becomes Rs.7,475 in 4 years 7 months.

5. CHILDREN GROWTH BOND

This Bond has been designed to provide for the requirements of any lumpsum amounts, once the child has grown up. Parents may judiciously invest in these Bonds for events such as wedding, higher education and other needs of their children. Under option I, the investment grows to 5 times and under option II the investment grows to 8 times.

There is no Gift Tax or Wealth Tax on these Bonds, so one can gift these Bonds to near and dear ones.

The investor may choose any of the following options in respect of the Children Growth Bond:

I II Issue Price (Rs.) 5000/- 5000/- Tenure 16 years 5 months 21 years Face Value (Rs.) 25000/- 40000/- YTM(%) annualized#* 10.3 10.4

# Rounded off to nearest multiple of 0.1
* Subject to TDS as per the then prevailing tax laws."

As per the current tax laws, the difference between the Face value and Issue price of the Money Multiplier Bond/Children Growth Bond would be taxed as interest income in the year of maturity at the then prevailing tax rates. Hence, neither would there be any TDS nor would the investor require to pay any tax during the tenure of the bond as interest does not accrue during this period. This compares favourably with investments offering cumulative interest option in case of investors who have exhausted their 80L limit and who fall in the highest income-tax bracket.

Moreover, in case of an investment made in the Children Growth Bond in the name of a minor child, the Bond would mature after the child grows and attains majority, and therefore, on redemption the interest on these Bonds will be virtually tax free in the beneficiary's hands, assuming that he has no other income.

Money Multiplier Bond/ Children Growth Bond is a very effective tax deferment tool. In an investment offering cumulative interest option, tax is required to be paid every year on the amount of interest accrued whereas in case of Money Multiplier Bond/ Children Growth Bond, tax has to be paid only at the end of the tenure of the bond. This amount of tax deferred every year remains invested in the Bond, thereby increasing the effective yield of the investor. Further, if these Bonds are sold prior to maturity, capital gains earned would be taxed at a lower tax rate.

6. FLOATING RATE BOND

This Bond is designed to provide returns to the investors linked to the yields on Government of India securities along with early redemption options.

Issue Price (Rs.) 5000/- Tenure 6 years Frequency of Interest payment Annual Minumum Application 1 Bond Interest rate* 8.90% for the first two Interest Payment Periods 1.50% over the Benchmark Rate on December 1, 2003 for the next two interest payment periods 1.50% over the Benchmark Rate on December 1, 2005 for the final two interest payment periods Early Redemption Option On February 1, 2004 and February 1, 2006 Benchmark 15 working days average of yields on Government of India securities of remaining maturity of two years. The average would be taken for 15 working days prior to each of the Interest Reset Dates.

· Subject to TDS as per the then prevailing Tax Laws.

All the Bonds (except Encash Bonds and Floating Rate Bonds) are available in Demat mode too. For the investors who are investing for long term, holding the investment has been made more convenient as the same can now be held in dematerialized mode. All the Bonds will be listed on BSE and NSE, and are freely transferable before maturity.

The ICICI Safety Bonds - December 2001 issue provides the investors another opportunity to save at market interest rates and offers various redemption periods and options to choose from. The investor can opt for regular monthly income or invest for 21 years with no intermediate coupon payments or invest in the Tax Saving Bond to help him plan his taxes.

Disclaimer: Except for the historical information contained herein, statement in this release which contain words or phrases such as "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "objective", "goal", "project", "should", "will pursue" and similar expressions or variations of such expressions may constitute "forward-looking statement". 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, but are not limited to our ability to successfully implement our strategy, future levels of non-performing loans, our growth and expansion, the adequacy of our allowance for credit losses, technological changes, investment income, cash flow projections, our exposure to market risks as well as other risks detailed in the reports filed by ICICI Limited with the Securities and Exchange Commission of the United States. ICICI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

further Press queries please call Madhvendra Das at (+9122)-653 6124 or e-mail: das@icici.com.