EXHIBIT 4.1

                                                          Strictly Confidential
                                                       Private Circulation only




                               [ICICI BANK LOGO]


                             EMPLOYEES STOCK OPTION
                                 SCHEME - 2000


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                               [ICICI BANK LOGO[
                ICICI BANK EMPLOYEES STOCK OPTION SCHEME - 2000


Section I:    Short title, extent and commencement

              1. This Scheme may be called ICICI Bank Employees Stock Option
                 Scheme - 2000.

              2. It applies only to Eligible Employees.

Section II:   Objectives

              The objectives of the Scheme are:

              a) to enhance employee motivation;

              b) to enable employees to participate in the long term growth and
                 financial success of the Bank; and

              c) to act as a retention mechanism, by enabling employee
                 participation in the business as an active stakeholder to
                 usher in an 'owner-manager' culture.

Section III:  Definitions

              1. As used in this Scheme, the following terms shall have the
                 meanings set forth below:

                 a. "Award Confirmation" means a written communication by the
                    Bank to a Participant, evidencing grant of Options.

                 b. "Cause" means (i) act of willful or gross misconduct or
                    neglect (ii) the commission of felony, fraud,
                    misappropriation, embezzlement, breach of trust or an
                    offence involving moral turpitude, (iii) gross or willful
                    insubordination or (iv) any other act detrimental to the
                    interest of the Bank.

                 c. "Committee" means a committee of the Board of Directors of
                    the Bank consisting of a majority of Independent Directors
                    as the Board of Directors of the Bank may constitute from
                    time to time to administer the Scheme.

                 d. "Bank" means ICICI Bank Limited (ICICI Bank) and its
                    successors or its Subsidiary or Holding Company, as the
                    context may require or admit.


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                 e. "Eligible Employee" means permanent employee or a director
                    of the Bank or of a Subsidiary or a Holding Company.

                 f. "Exercise Period" means the period commencing from the date
                    of vesting of Options and ending on the later of (i) the
                    tenth anniversary of the date of grant of Options or (ii)
                    the fifth anniversary of the date of vesting of Options.

                 g. "Exercise Price" means the price payable by the Participant
                    for exercising the Options granted to him.

                 h. "Holding Company" means a holding company of ICICI Bank,
                    hereafter existing, within the meaning of Section 4 of the
                    Companies Act, 1956.

                 i. "Independent Director" means a director of the Bank, not
                    being a whole time director of the Bank.

                 j. "Option" means a right but not an obligation granted to a
                    Participant to apply for a specified number of Shares at a
                    pre-determined price during the Exercise Period subject to
                    the conditions of the Scheme.

                 k. "Participant" means an Eligible Employee selected by the
                    Committee and to whom an Option is granted, or the
                    Successors of the Participant, as the context so requires.

                 l. "Person" means an individual, company, partnership,
                    association, trust, unincorporated organisation, government
                    or political subdivision thereof or any other entity.

                 m. "Scheme" means this Scheme.

                 n. "Shares" mean the equity shares of the Bank or such other
                    securities, as may be designated by the Committee from time
                    to time.

                 o. "Subsidiary" means a subsidiary company of ICICI Bank,
                    whether now or hereafter existing, within the meaning of
                    Section 4 of the Companies Act, 1956.

                 p. "Successors" of a Participant means the legal heirs and/or
                    legal representatives of a deceased Participant.

                 q. "Vesting Confirmation" means a written communication by the
                    Bank to a Participant, evidencing vesting of Options.

                 r. "Vesting Criteria" means criteria as may be stipulated by
                    the Committee for vesting of Options.

                 s. "Vesting Period" means the period during which the vesting
                    of the Options granted to a Participant can take place.


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              2. In the Scheme, unless the contrary intention appears:

                 (a) a reference to "law" includes the constitution, any
                    statute, law rule, regulation, ordinance, judgement, order,
                    decree, authorisation, or any published directive,
                    guideline, requirement or governmental restriction having
                    the force of law, or any determination by, or
                    interpretation of any of the foregoing by, any judicial
                    authority or administrative authority, whether in effect as
                    of the date of the Scheme or thereafter and each as amended
                    from time to time;

                 (b) reference to a gender shall include references to the
                    female, male and neuter genders; and

                 (c) the singular includes the plural (and vice versa).

              3. Words and expressions unless defined herein shall have the
                 same meaning as have been assigned to them under the Companies
                 Act, 1956 or the Securities and Exchange Board of India Act,
                 1992.

Section IV:   Shares subject to the Scheme

              1. The maximum number of Options granted to any Eligible Employee
                 in a financial year shall not exceed 0.05% of the issued
                 equity shares of the Bank at the time of grant of the Options
                 and the aggregate of all such Options granted to all the
                 Eligible Employees shall not exceed five percent of the
                 aggregate number of issued equity shares of the Bank as on
                 March 31, 2000.

              2. The Options granted but not vested and the Options vested but
                 not exercised in accordance with the Scheme or the Award
                 Confirmation or the Vesting Confirmation shall terminate and
                 the Shares covered by such terminated Options shall become
                 available for future grant under the Scheme.

Section V:    Administration of the Scheme

              1. The Scheme shall be administered by the Committee. A member of
                 the Committee to whom the matter under the Scheme specifically
                 relates shall not vote on such matter.

              2. Unless otherwise expressly provided in the Scheme or
                 applicable law, all decisions, determinations and
                 interpretations with respect to, connected with, arising out
                 of or in relation to the Scheme or Award Confirmation or
                 Vesting Confirmation shall be within the sole discretion of
                 the Committee, may be made at any time and shall be final,
                 conclusive and binding upon all Persons including the Bank,
                 any Participants, shareholders and any employees.


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              3. Unless otherwise expressly provided in the Scheme or
                 applicable law, the Scheme shall also be applicable to
                 employees and Directors of the Subsidiaries and Holding
                 Company.

Section VI:   Powers of the Committee

              1. Subject to the provisions of the Scheme and applicable law and
                 in addition to the other express powers and authorisations
                 conferred by the Scheme, the Committee shall have full power
                 and authority to:

                 a. determine, from time to time, eligibility of employees to
                    participate in the Scheme;

                 b. determine the number of Shares subject to each Option;

                 c. determine the minimum and maximum number of Options to be
                    granted under the Scheme per Participant and in aggregate;

                 d. prescribe the Vesting Period and Vesting Criteria;

                 e. prescribe the conditions under which the Options vested in
                    the Participant may lapse (including in case of
                    termination);

                 f. prescribe the Exercise Period within which the Participant
                    should exercise the vested Options in the event of
                    termination or resignation of the Participant;

                 g. prescribe whether the Options vested in a Participant are
                    exercisable at one time or at various points of time within
                    the Exercise Period;

                 h. prescribe the conditions and procedure for the grant, vest
                    and exercise of Options by Participants including
                    Participants who are on long leave, training or otherwise
                    indisposed;

                 i. prescribe, if deemed appropriate and necessary, the
                    procedure for cashless exercise of Options;

                 j. establish, amend, suspend or waive such rules and
                    regulations as it shall deem appropriate for the proper
                    administration of the Scheme;

                 k. Interpret any matter with respect to, connected with,
                    arising out of or in relation to the Scheme, the Award
                    Confirmation and the Vesting Confirmation;

                 l. Appoint such agents as it shall deem necessary for the
                    proper administration of the Scheme;


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                 m. determines or impose other conditions to the grant or
                    exercise of Options under the Scheme as it may deem
                    appropriate;

                 n. make any other determination and take any other action that
                    the Committee deems necessary or desirable for the
                    administration of the Scheme;

                 o. frame suitable policies and systems to ensure that there is
                    no violation of:

                    i.  Securities and Exchange Board of India (Insider Trading)
                        Regulations, 1992; and

                    ii. Securities and Exchange Board of India (Prohibition of
                        Fraudulent and Unfair Trade Practices relating to the
                        Securities Market) Regulations, 1995;

                 by any employee.

Section VII:  Eligibility for grant of Options

              1. The Committee shall have the sole authority to designate any
                 Eligible Employee as Participant.

              2. In determining the Eligible Employee to receive an Option as
                 well as in determining the number of Options to be granted to
                 a Participant, the Committee may consider the position and
                 responsibilities of the Eligible Employee, the nature and
                 value to the Bank of the Eligible Employee's services and
                 accomplishments whether direct or indirect, length of service,
                 grade, performance, merit, present and potential contribution
                 and conduct of the Eligible Employee and such other factors as
                 the Committee may deem relevant.

Section VIII: Vesting of Option

              1. The Options granted to the Participant may vest at one time or
                 at various points of time as stipulated in the Award
                 Confirmation. Provided, however, there shall be a minimum
                 period of one year between the grant of Options and vesting of
                 Options. Unless earlier vested, expired, forfeited or
                 otherwise terminated, each Option shall expire in its entirety
                 upon the third anniversary of the date of grant of Option.

              2. No Option or any part thereof shall vest:

                 a) if the Participant does not fulfill Vesting Criteria as
                    stipulated in the Award Confirmation; or

                 b) if the Participant's employment is terminated by the Bank
                    for Cause; or


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                 c) if the Participant voluntarily terminates employment with
                    the Bank other than on account of death, retirement, or
                    permanent disability,

                 and the Options to the extent not already vested shall lapse
                 and stand terminated and expired forthwith.

              3. If the Participant's employment terminates due to death or
                 permanent disability, whole of the Options shall immediately
                 vest in the Participant's Successors, or the Participant, as
                 the case maybe.

              4. If the Participant's employment terminates due to retirement
                 (including pursuant to any early / voluntary retirement
                 scheme), the whole of the Options shall vest, on the expiry of
                 one year from the date of grant of Options, in the
                 Participant. Provided however that in the event of death or
                 permanent disability of the Participant after retirement but
                 before vesting of Options, the whole of the Options shall
                 immediately vest in the Participant's Successors or the
                 Participant as the case may be.

Section IX:   Exercise Price

              The Exercise Price shall be determined by the Committee on the
              date the Option is granted and shall be reflected in the Award
              Confirmation. The method of payment of Exercise Price shall
              be, determined by the Committee (including by any one or more
              of the following methods of payment).

                 a. Cash

                 b. Cheque

                 c. Promissory Note

                 d. Cash-less exercise programme

Section X:    Exercise of Options

              1. Subject to vesting and other restrictions provided for
                 hereunder or otherwise imposed in accordance herewith, the
                 Participant or Participant's Successors, as the case may be,
                 may exercise the Options by the payment of Exercise Price in
                 full at such time as may be notified during the Exercise
                 Period.

              2. Unless earlier exercised, expired, forfeited or otherwise
                 terminated, each vested Option, if not exercised during the
                 Exercise Period shall lapse and stand terminated and expired
                 forthwith.

              3. If the Participant's employment is terminated by the Bank for
                 the Cause the Participant's vested Options, to the extent then


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              unexercised, shall thereupon cease to be exercisable and shall
              lapse and stand terminated and expired forthwith.

              4. If the Participant voluntarily terminates employment with the
                 Company other than on account of death, retirement, or
                 permanent disability, the vested Options, to the extent then
                 unexercised, shall be exercised by the payment of Exercise
                 Price in full within a period of three months from the date of
                 termination, which period shall be deemed to be the Exercise
                 Period.

              5. If the Participant's employment is terminated due to death,
                 retirement (including pursuant to any early /voluntary
                 retirement scheme) or permanent disability, the vested Option,
                 shall be exercised by the payment of Exercise Price in full at
                 such time as may be notified during the Exercise Period.

              6. Upon receipt of the notice for exercise of the Options (in the
                 form prescribed) and the payment of Exercise Price in a form
                 and manner as may be stipulated by the Committee, the Bank
                 shall issue and allot Shares to the Participant.

Section XI:   General Terms And Conditions

              1. The Committee may at any time amend, discontinue or terminate
                 the Scheme or any part or portion thereof at any time.
                 Provided that any such amendment, discontinuation or
                 termination that would impair the rights of or is detrimental
                 to the interests of the Participant shall not, to that extent,
                 be effective wihout the consent of the affected Participant.

              2. Participation in the Scheme shall not constitute or be
                 construed as a guarantee by the Bank of return on the Shares
                 of the Bank. Any loss/potential loss due to fluctuations in
                 the market price of the Shares or on any other account
                 whatsoever, and the risks associated with such investments
                 will be that of the Participant alone and not of the Bank.

              3. This Scheme shall be subject to all applicable laws and such
                 other terms and conditions, as may be stipulated by the
                 Committee in its absolute discretion.

              4. In the event of issuance of bonus/rights shares,
                 recapitalisation, stock split, reorganisation, merger,
                 consolidation of the Bank or other similar events the number
                 of Shares covered by each outstanding Option and the number of
                 Shares, which have been authorised for issuance under the
                 Scheme but as to which no Options have yet been granted or
                 which have been returned to the Scheme upon the termination of
                 Options as well as the Exercise Price shall be increased or
                 decreased such that the rights of the Participant is
                 substantially proportionate to the rights


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              exisitng prior to such event and to ensure that there is no
              dilution or enlargement of the benefits available under the
              Scheme.

              5. The Committee may at any time waive any conditions or rights
                 under, amend any terms of, or alter, suspend, discontinue,
                 cancel or terminate, any Option theretofore granted,
                 prospectively or retrospectively. Provided that any such
                 waiver, amendment, alteration, suspension, discontinuation,
                 cancellation or termination that would impair the rights of or
                 is detrimental to the interests of the Participant shall not,
                 to that extent be effective without the consent of the
                 affected Participant.

              6. The employees shall maintain the utmost confidentiality
                 regarding the contents of the Scheme and the benefits
                 thereunder at all times and shall not make any announcement to
                 the public or to any third Person regarding the arrangements
                 contemplated by the Scheme and the benefits thereunder except
                 to the extent as may be required by law.

              7. The Bank is entitled to and may, anytime at its discretion,
                 finance the Participant in any manner to the extent permitted
                 by law for the purpose of purchase of Shares or payment of any
                 amount under the Scheme.

              8. The grant of an Option shall not be construed as giving a
                 Participant the right to be retained in the employment of the
                 Bank. Neither the Scheme nor Award Confirmation nor Vesting
                 Confirmation shall form part of any contract of employment
                 between the Bank and the Participant. The rights and
                 obligations of the Participant under the terms of his office
                 or employment with the Bank shall not be affected by his
                 participation in the Scheme. Nothing in the Scheme or any
                 Award Confirmation or any Vesting Confirmation shall confer or
                 be construed as affording a Participant any additional rights
                 as to compensation or damages in consequences of the
                 termination of such office or employment for any reason.

              9. No Participant or holder or beneficiary of any Option shall
                 have any rights as a shareholder with respect to any Shares to
                 be issued pursuant to the Scheme until he has become the
                 holder of such Shares.

              10. The Shares issued pursuant to any Option shall rank pari
                 passu with all the other equity shares of the Bank for the
                 time being issued and outstanding, including payment of full
                 dividend.

              11. Neither the Scheme nor the Option shall create or be
                 construed to create a trust or a separate fund of any kind or
                 a fiduciary relationship between the Bank and a Participant.
                 To the extent that any Person acquires a right to receive
                 payments from the Bank pursuant to any Option, such right
                 shall be no greater than the right of any unsecured general
                 creditor of the Bank.


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              12. No fractional shares shall be issued or delivered pursuant to
                 the Option, and the Committee shall determine whether cash,
                 other securities or other property shall be paid or
                 transferred in lieu of any fractional shares or whether such
                 fractional shares or any rights thereto shall be cancelled,
                 terminated, or otherwise eliminated.

              13. No employee shall have any claim to be granted any Option,
                 and there is no obligation on the part of the Bank for
                 uniformity of treatment of employees or holders or
                 beneficiaries of Options. The terms and conditions of Options
                 need not be the same with respect to each Participant.

              14. No option shall be assigned, alienated, pledged, attached,
                 sold or otherwise transferred or encumbered by the
                 Participant, except to the extent provided under the Scheme or
                 by will or the laws of inheritance.

              15. Nothing contained in the Scheme shall prevent the Bank from
                 adopting or continuing the current or other compensation
                 arrangements and such arrangements may be either generally
                 applicable or applicable only in specific cases.

              16. In the event of any tax liability arising on account of grant
                 of the Options to a Participant, the liability shall be that
                 of the Participant alone and the Bank shall have the right to
                 cause the Shares held by the Participant sold or otherwise
                 alienated to meet the liability on behalf of the Participant.
                 The Bank may, in its discretion, require the Participant to
                 pay to the Bank at the time of exercise of any Option the
                 amount that the Bank deems necessary to satisfy the Bank's
                 obligation to withhold income or other taxes incurred by
                 reason of such exercise.

              17. The Participant shall do all acts necessary and execute all
                 such deeds and documents as may be deemed necessary by the
                 Committee to give effect to the terms of the Scheme.

Section XII:  Award Confirmation

              The grant of Options hereunder shall be evidenced by an Award
              Confirmation which shall be delivered to the Participant and
              shall specify the number of Options granted and the terms and
              conditions of the grant of Options and rules applicable
              thereto.

Section XIII: Vesting Confirmation

              The vesting of Options hereunder, shall be evidenced by a Vesting
              Confirmation which shall be delivered to the Participant and
              shall specify the number of Options vested and the terms and
              conditions of the vesting of Options and rules applicable
              thereto.


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Section XIV:  Effective and Expiry Dates

              This Scheme shall be effective as of the date of its approval by
              the shareholders of the Bank and expire on such date as may be
              notified by the Board of Directors of the Bank.

Section XV:   Headings

              Headings are given to the Sections of the Scheme solely as a
              convenience to facilitate reference. Such headings shall not
              be deemed in any way material or relevant to the construction
              or interpretation of the Scheme or any provision thereof.




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