UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 4)¹

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o		Rule 13d-1(b)

	þ		Rule 13d-1(c)

	o		Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		INE090A01013

CUSIP No.		INE090A01013

CUSIP No.		INE090A01013

CUSIP No.		INE090A01013

Item 1(a).		Name of Issuer
		ICICI Bank Limited (“ICICI”)

Item 1(b).		Address of Issuer’s Principal Executive Offices
		ICICI Towers 4th Floor South Tower Bandra-Kurla Complex Bandra (East) Mumbai 400 051 India

Item 2(a).

Name of Person Filing

	(I)		Temasek Holdings (Private) Limited (“Temasek”)
	(II)		Fullerton Management Pte Ltd (“FMPL”), a wholly-owned subsidiary of Temasek
	(III)		Fullerton Financial Holdings Pte. Ltd. (formerly known as Asia Financial Holdings Private Limited) (“FFH”), a wholly-owned subsidiary of FMPL
	(IV)		Allamanda Investments Pte Ltd (“Allamanda”), a wholly-owned subsidiary of FFH

Item 2(b).

Address of Principal Business Office

	(I)		60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
	(II)		60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
	(III)		60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
	(IV)		Les Cascades Building Edith Cavell Street Port Louis, Mauritius

Item 2(c).

Citizenship

	(I)		Singapore
	(II)		Singapore
	(III)		Singapore
	(IV)		Mauritius

Item 2(d).		Title of Class of Securities
		Equity shares, par value Rs. 10 per share, of ICICI (the “Equity Shares”).

Item 2(e).		CUSIP Number
		INE090A01013 (for Equity Shares), 45104G104 (for ADS)

Item 3.		If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a
		Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned: 92,493,396 Equity Shares

	(i)		Allamanda directly owns 92,021,323 Equity Shares including Equity Shares represented by ADSs. Allamanda is wholly-owned by FFH. FFH is wholly-owned by FMPL. FMPL is wholly-owned by Temasek. Therefore, each of Temasek, FMPL and FFH may be deemed to beneficially own the 92,021,323 Equity Shares owned by Allamanda directly.
	(ii)		Temasek may be deemed to beneficially own additional 309,000 Equity Shares. These Equity Shares are directly owned by Temasek Fullerton Alpha Pte. Ltd. (“Alpha”). Alpha is wholly-owned by Fullerton (Private) Limited (“FPL”). FPL is wholly-owned by Temasek.
			Temasek may also be deemed to beneficially own additional 163,164 Equity Shares, including Equity Shares represented by ADSs. Fullerton Fund Management Company Ltd. (“FFMCL”) may be deemed to beneficially own these Equity Shares as a result of acting as investment manager for its clients. FFMCL is wholly-owned by FPL, and FPL is wholly-owned by Temasek.
			Accordingly, as described in (i) and (ii) above, Temasek may be deemed to beneficially own 92,493,396 Equity Shares, including Equity Shares represented by ADSs.

	(b)		Percent of class: The Equity Shares that may be deemed to be beneficially owned by Temasek, FMPL, FFH and Allamanda constitute approximately 8.3% of the Equity Shares outstanding. All percentage calculations in this schedule are based on the 1,112,687,495 Equity Shares reported as outstanding by ICICI as of March 31, 2008 in its most recent annual report on Form 20-F filed on September 29, 2008.
	(c)		Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Equity Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

	(i)		Sole power to vote or to direct the vote: 0
	(ii)		Shared power to vote or to direct the vote:
			Temasek Holdings (Private) Limited: 92,493,396 Equity Shares Fullerton Management Pte Ltd: 92,021,232 Equity Shares Fullerton Financial Holdings Pte. Ltd. (formerly known as Asia Financial Holdings Private Limited): 92,021,232 Equity Shares Allamanda Investments Pte Ltd: 92,021,232 Equity Shares
	(iii)		Sole power to dispose or to direct the disposition of: 0
	(iv)		Shared power to dispose or to direct the disposition of:
			Temasek Holdings (Private) Limited: 92,493,396 Equity Shares Fullerton Management Pte Ltd: 92,021,232 Equity Shares Fullerton Financial Holdings Pte. Ltd. (formerly known as Asia Financial Holdings Private Limited): 92,021,232 Equity Shares Allamanda Investments Pte Ltd: 92,021,232 Equity Shares

Some of the Equity Shares owned or deemed to be owned by the Reporting Persons as of December 31, 2008 include Equity Shares represented by ADSs.

Item 5.		Ownership of Five Percent or Less of a Class
		N.A.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person
		N.A.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
		N.A.

Item 8.		Identification and Classification of Members of the Group
		N.A.

Item 9.		Notice of Dissolution of Group
		N.A.

Item 10.		Certification
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit Index

Exhibit 1

Joint Filing Agreement, dated February 13, 2009, among Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd, Fullerton Financial Holdings Pte. Ltd. and Allamanda Investments Pte Ltd..