Under the Umbrella Prospectus approved by the Securities and Exchange Board of India (SEBI) for the year 2000-2001, ICICI is making the seventh 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 – March 2001”). The issue will open for subscription on March 15, 2001 and will close on March 31, 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 five types of bonds –Tax Saving Bond, Regular Income Bond, Money Multiplier Bond, Children Growth Bond and Pension Bond.

NRIs/OCBs are also eligible to invest in these bonds on both repatriable and non-repatriable basis.

A. TAX SAVING BOND

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

* Subject to TDS as per the then prevailing tax laws

# Rounded off to the nearest multiple of 0.1

@ surcharge assumed 17%.

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

The maximum investment limit for taking benefit of the rebate under section 88 is 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. Moreover, an Investor is free to invest the entire Rs. 80,000/- in the Tax Saving Bonds and avail of the section 88 benefit.

Under Option I and II, the investor can avail of tax benefits under Section 88 by investing for 3 years and 3 years 4 months respectively. While Option I provide for annual payment of interest, Option II is a deep discount bond where Rs. 5,000 becomes Rs. 6,750 in 3 years 4 months.

B. REGULAR INCOME BOND

The investor may choose any of the following options in respect of the Regular Income Bond:

* Subject to TDS as per the then prevailing tax rates

# Rounded off to nearest multiple of 0.1

Under the Regular Income Bond, an investor can invest for 5 years and earn regular income on a monthly, Semi-Annual or annual basis under Options I, II and III respectively.

Option III offers a five-year Regular Income Bond with an interest rate of 10.00% p.a., payable annually.

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

This Bond has been devised to cater to the needs of various investors who would want to save today to meet cash flows requirements in near future. The investor may choose any of the following options in respect of the Money Multiplier Bond:

# 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 3 months. For investors looking for a shorter maturity product, under option I, Rs.5,000 becomes Rs.7,475 in 4 years 4 months.

D. CHILDREN GROWTH BOND (in the nature of Deep Discount Bond)

This Bond has been designed to provide for lumpsum requirement of children when they grow up for events such as their wedding, higher education and other needs. Under option I, the investment grows to five times and under option II the investments grows to eight times.

There is no Gift Tax or Wealth Tax on these Bonds so one can gift these Bonds to near and dear relatives. Further, when the child grows and attains maturity, the capital gains if any on these Bonds (if Bonds are sold in the market before maturity) will not be clubbed with the income of the parents. Please note that the investment in these bonds is NOT restricted to children alone.

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

# Rounded off to nearest multiple of 0.1

* Subject to TDS as per the then prevailing tax laws.”

E. PENSION BOND

This Bond has been designed to meet the needs of those who wish to plan for their retirement. The investor can receive a monthly pension after a selected Wait Period. The wait period of 1, 5 or 8 years can be chosen on the basis of the age of the investor and the likely age of retirement, after which the Pension Bond would provide a monthly source of pension.

The monthly pension would comprise interest and principal repayments in the form of Annuity. There shall be no repayment of lumpsum principal at the time of maturity of the bond. However, a Maturity Bonus would be paid as indicated in the table below.

The company proposes to offer to the investors options from among the following :

$ Payable at the time of maturity

Break up of interest and principal component in each pension payment per bond

# Rounded off to nearest multiple of 0.1

* Subject to TDS as per the then prevailing tax laws.”

All the Bonds are available in Demat mode also:

For the investors who are investing for long term, holding the investment has been made more convenient as the same can now be acquired in dematerialized mode. All the Bonds offered by ICICI in the past since 1998 are also now convertible into Demat. No separate demat account is required to be opened for holding bonds and the investor can hold the bonds in the account in which he holds equity shares. Furthermore, at the time of redemption, the investor does not need to worry about submitting the bond certificate to the Issuing Company, as the Company will on its own, redeem the bonds and send the redemption cheque to the investor’s address.

The ICICI Safety Bonds –March 2001 issue provides the investors a last opportunity (for Finanacial Year 2000-01) to invest in the Tax Saving Bond and save tax under Section 88 of the Income Tax Act, 1961. Besides, the issue offers yet another opportunity to save at market interest rates and with various redemption periods and options to choose from. The investor can opt for regular monthly income or a lock in for 21 years 3 months with no intermediate coupon payments or choose to receive regular cash flows in the form of pension by investing in Pension Bonds.

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.

For further press queries please contact:
ICICI: Mr Charudatta Deshpande
Head Corporate Communications,
Tel: 022-26538208
Fax: 022 26531116
email: charudatta.deshpande@icicibank.com