EX-1. Letter to Stock Exchange Mumbai

Exhibit 1

21^st October, 2004

To,
The Listing Department,
The Stock Exchange, Mumbai,
Phiroze Jeejeebhoy Tower,
Dalal Street, Fort, Mumbai – 400 001.

Dear Sir/Madam,

Sub.: Unaudited Financial Results and other announcements

Pursuant to clause 41 of the Listing Agreement, we are sending herewith the Unaudited Financial Results for the second quarter and half year ended 30th September, 2004 and the Segment-wise Reporting in duplicate, duly approved at the Board Meeting held today and the press release in this connection.

We shall publish the results in the Business Standard and Mumbai Sakal within 48 hours.

We wish to inform you that the Board of Directors have also approved the following:

1. subject to the requisite shareholders and regulatory approvals, the raising of additional capital by way of issue of American Depository Shares (ADS), up to an aggregate of US $300 million (including green shoe option up to 15%).

2. subject to the approval of the regulatory authorities to increase the Bank’s shareholding in the equity share capital of HDFC Securities Limited from the present 29.5% to 59% and making it a subsidiary of the Bank.

Please treat this as intimation pursuant to the Listing Agreement.

This does not constitute an offer of any securities for sale.

Thanking you,

Yours faithfully,
For HDFC Bank Limited

Sanjay Dongre
Vice President (Legal) &
Company Secretary

Encl.: a/a

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2004

(Rs. in Lacs)


		Unaudited		Unaudited		Unaudited		Unaudited		Audited
		results for		results for		results for		results for		results for
		the quarter		the quarter		the half year		the half year		the year
		ended		ended		ended		ended		ended
	Particulars	30-9-2004		30-9-2003		30-9-2004		30-9-2003		31-03-2004
1	Interest earned (a) + (b) + (c) + (d)		74470		64465		144725		122172		254893
a	Interest / discount on advances / bills		38912		26471		74212		51456		110866
b	Income on investments		32179		35273		63273		65958		132222
c	Interest on balances with Reserve Bank
	of India and other inter bank funds		3157		2564		6807		4446		11096
d	Others		222		157		433		312		709
2	Other income		12272		8626		23076		21845		48003
A	Total income (1+2)		86742		73091		167801		144017		302896
3	Interest expended		31913		30244		62289		60182		121105
4	Operating expenses (e) + (f)		24725		19912		47808		38107		81000
e	Payment to and provision for employees		6342		4701		12024		9856		20409
f	Other operating expenses		18383		15211		35784		28251		60591
B	Total expenditure (3) + (4)
	(excluding provisions & contingencies		56638		50156		110097		98289		202105
C	Operating profit (A – B) (Profit
	before provisions and contingencies)		30104		22935		57704		45728		100791
D	Other provisions and contingencies		7578		6376		14478		13392		28895
E	Provision for taxes		7297		4845		14000		9894		20946
F	Net profit (C-D-E)		15229		11714		29226		22442		50950
5	Paid up equity share capital (face value Rs. 10)		28623		28348		28623		28348		28479
6	Reserves excluding revaluation reserve										240709
7	Analytical Ratios:
(i)	Percentage of shares held by Government of India	Nil		Nil		Nil		Nil		Nil
(ii)	Capital adequacy ratio		10.9%		10.9%		10.9%		10.9%		11.7%
(iii)	Earnings per share (par value Rs. 10/-each)
	Basic		5.3		4.1		10.2		7.9		18.0
	Diluted		5.0		3.8		9.7		7.3		16.6
8	Aggregate of Non Promoter Shareholding
	— No. of shares		217371913		214620013		217371913		214620013		215930713
	— Percentage of shareholding		75.9%		75.7%		75.9%		75.7%		75.8%

Segment information in accordance with the Accounting Standard on Segment Reporting (AS17) of the three operating segments of the Bank are:

(Rs in lacs)


	Unaudited			Unaudited			Unaudited			Unaudited			Audited
	results for the			results for the			results for the			results for the			results for the
	quarter ended			quarter ended			half year ended			half year ended			year ended
	30-09-2004			30-09-2003			30-09-2004			30-09-2003			31-03-2004
1. Segment Revenue
a) Wholesale Banking		48490			43945			97171			88825			176145
b) Retail Banking		84041			62199			159119			120103			253197
c) Treasury		5031			9330			8549			19476			44060

Total		137562			115474			264839			228404			473402

Less: Inter Segment Revenue		50820			42383			97038			84387			170506

Income from Operations		86742			73091			167801			144017			302896

2. Segment Results
a) Wholesale Banking		12857			9605			24207			17188			34826
b) Retail Banking		12536			3363			25095			8068			22221
c) Treasury		-2867			3591			(6076	)		7080			14849

Total Profit Before Tax		22526			16559			43226			32336			71896

3. Capital Employed
(Segment assets — Segment liabilities)
a) Wholesale Banking		716117			658879			716117			658879			215242
b) Retail Banking		(388362	)		(406754	)		(388362	)		(406754	)		(258890	)
c) Treasury		(47499	)		(14976	)		(47499	)		(14976	)		366010
d) Unallocated		21260			12140			21260			12140			(53174	)

Total		301516			249289			301516			249289			269188

Note on segment information

The reportable primary segments have been identified in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by the Institute of Chartered Accountants of India (ICAI).

The Bank operates in three segments: wholesale banking, retail banking and treasury services. Segments have been identified and reported taking into account, the target customer profile, the nature of products and services, the differing risks and returns, the organisation structure and the internal business reporting systems. Effective financial year 2003-2004, commercial vehicle loan division, which was earlier part of wholesale banking has been classified as part of retail banking in line with the change in segment focus for this product strategy. The figures for the quarter and half year ended September 30, 2003 have been regrouped to that effect to bring it in conformity with current period’s classification.

NOTES:

1. The above results have been taken on record by the Board at its meeting held on October 21, 2004.

2. During the quarter and the half year ended September 30, 2004, the Bank allotted 3,89,100 shares and 14,41,200 shares respectively pursuant to the exercise of stock options by certain employees. The Bank allotted 3,09,900 shares on October 6, 2004 pursuant to the exercise of stock options by certain employees during the quarter ended September 30, 2004.

3. Other income relates to income from non-fund based banking activities including commission, fees, foreign exchange earnings, earnings from derivative transactions and profit and loss (including revaluation) from investments.

4. During the quarter ended September 30, 2004, the Bank transferred a portion of its government (SLR) securities held in the AFS (Available for Sale) category to the HTM (Held to Maturity) category at the least of cost/book value/market price, pursuant to enabling regulatory guidelines. The loss resulting from the transfer has been taken to the Profit and Loss Account.

5. During the quarter ended September 30, 2004, the total number of branches (including extension counters) and the ATM network increased by 49 branches and 67 ATMs respectively.

6. Information on investor complaints pursuant to Clause 41 of the listing agreement for the quarter ended September 30, 2004:

Opening: 1; Additions: 15; Disposals: 16; Closing: nil

7. Previous period figures have been regrouped / reclassified wherever necessary to conform to current period’s classification.

8. The above results for the quarter and the half year ended September 30, 2004, have been subjected to a “Limited Review” by the auditors of the bank, as per the listing agreements with The Stock Exchange, Mumbai, The National Stock Exchange of India Limited and The Stock Exchange, Ahmedabad.

9. Rs. 10 lacs = Rs. 1 million

Rs. 10 million = Rs. 1 crore


Place: Mumbai		Aditya Puri
Date: October 21, 2004		Managing Director

The Board has also taken on record the unaudited results for the half year ended September 30, 2004, prepared as per US GAAP. The US GAAP accounts have also been subjected to a ‘Limited Review’ by the Bank’s auditors. The reconciliation of net incomes as per Indian GAAP and US GAAP is as follows:

(Rs. in Lacs)


	Results for the			Results for the
	half year ended			half year ended
Particulars	30/09/2004			30/09/2003
Net profit as per Indian GAAP		29226			22442

Adjustments to:
Investments		8943			4950
Loan loss provisions		(3371	)		(3285	)
Stock options		(2620	)		(315	)
Others		2144			759
Taxes		(2527	)		(887	)

Net profit as per US GAAP		31795			23664

Certain statements in this release concerning our future growth prospects are forward looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward looking statements. These risks and uncertainties include, but are not limited to, our growth and expansion, the adequacy of our allowances for investment and credit losses, technological changes, volatility in investment income, our exposure to market risks as well as other risks detailed in the reports filed with the United States Securities and Exchange Commission. The bank may, from time to time, make additional written and oral forward looking statements, including statements contained in the bank’s filings with the Securities and Exchange Commission and our reports to the shareholders. The bank does not undertake to update forward looking statements that may be made from time to time by or on behalf of the bank, to reflect events or circumstances after the date thereof.

Summarised Balance Sheet as at September 30

(Rs in Crores)


	As at		As at
	30-09-2004		30-09-2003
CAPITAL AND LIABILITIES
Capital		286		283
Reserves and Surplus		2729		2209
Employees’ Stock Options (Grants) Outstanding		1		3
Deposits		33466		25197
Borrowings		2318		2752
Subordinated debt		500		200
Other Liabilities and Provisions		3772		2984

Total		43072		33628

ASSETS
Cash and balances with Reserve Bank Of India		1582		1317
Balances with Banks and Money at Call and Short notice		675		657
Investments		18451		16026
Advances		20433		13500
Fixed Assets		645		564
Other Assets		1286		1564

Total		43072		33628

NEWS RELEASE

HDFC BANK LTD. — FINANCIAL RESULTS (INDIAN GAAP)
FOR THE PERIOD APRIL — SEPTEMBER 2004

The Board of Directors of HDFC Bank Limited approved the Bank’s accounts for the quarter and half year ended September 30, 2004 at its meeting on Thursday, October 21, 2004. The Board also considered the reconciliation of profits between Indian GAAP and US GAAP for the six months ended September 30, 2004. Both, the Indian and US GAAP accounts, have been subjected to a “Limited Review” by the Bank’s auditors.

FINANCIAL RESULTS:

Quarter ended September 30, 2004:

For the quarter ended September 30, 2004, the Bank earned total income of Rs.867.4 crores as against Rs.730.9 crores in the corresponding quarter ended September 30, 2003. Net revenues (net interest income plus other income) for the quarter ended September 30, 2004 were Rs.548.3 crores, up 28.0% over Rs.428.5 crores for the corresponding quarter of the previous year. Interest earned (net of loan origination costs) increased from Rs.644.7 crores for the quarter ended September 30, 2003, to Rs.744.7 crores for the quarter ended September 30, 2004. Net interest income (interest earned less interest expended) for the quarter ended September 30, 2004 increased by Rs.83.4 crores to Rs.425.6 crores. Adjusting for the dividend income of around Rs.40 crores received from debt mutual funds during the quarter ended September 2003 and Rs.21 crores from gain on sale of loans (included in interest earned) in the quarter ended September 2004, core net interest income grew by 33%, driven primarily by asset growth. Net interest margin remained stable at around 3.8%.

Other income for the quarter ended September 30, 2004 was Rs.122.7 crores, consisting principally of fees & commissions of Rs.133.9 crores, foreign exchange & derivatives revenues of Rs.14.2 crores, and profit/(loss) on sale/revaluation of investments of Rs. (25.9) crores as against Rs.78.3 crores, Rs.26.6 crores and Rs. (18.8) crores respectively for the quarter ended September 30, 2003. The loss on sale / revaluation of investments is largely due to the transfer of a portion of the bank’s holdings of government (SLR) securities from the AFS (Available for Sale) category to the HTM (Held to Maturity) category at the least of cost/book value/market price, pursuant to enabling regulatory guidelines. Operating expenses for the quarter increased by Rs.48.1 crores to Rs.247.3 crores and were 45.1% of net revenues and 28.5% of total income. Provisions and contingencies for the quarter were Rs.75.8 crores (against Rs.63.8 crores for the corresponding quarter ended September 30, 2003), principally comprising general & specific loan loss provisions of Rs.36.2 crores and amortization of premia (for investments in the Held to Maturity category) of Rs.39.4 crores. The Profit before Tax was up by 36% over the corresponding quarter ended September 2003 to Rs.225.3 crores.

After providing Rs.73.0 crores for taxation, the Bank earned a Net Profit of Rs.152.3 crores, a 30% increase over the quarter ended September 30, 2003.

Balance sheet growth remained healthy, driven primarily by retail deposit and loan growth. As on September 30, 2004, total deposits were Rs.33,466 crores, an increase of 32.8% over Rs.25,197 crores as of September 30, 2003. The Bank’s success in building stable, low-cost retail deposits was reflected in the Savings Account deposits of Rs.9,809 crores, an increase of 63.7% over September 30, 2003. The Bank’s core customer assets (including advances, corporate debentures, CPs, etc.) increased from Rs.15,822 crores as of September 30, 2003 to Rs.21,753 crores as of September 30, 2004, a growth 37.5%. Retail loans grew 68.7% on a year-on-year basis to Rs.9,196 crores and now form 42.8% of gross advances as against 38.6% of gross advances as at September 30, 2003. The growth in retail loans and core customer assets is after considering sale of retail loans during the quarter of Rs.1100 crores.

Half Year ended September 30, 2004:

For the Half Year ended September 30, 2004, the Bank earned total income of Rs.1,678 crores as against Rs.1,440 crores in the corresponding period of the previous year. Net revenues (net interest income plus other income) for the six months ended September 30, 2004 were Rs.1,055 crores, up 25.9% over Rs.838 crores for the six months ended September 30, 2003. Net Profit for the half year ended September 30, 2004 was Rs.292.3 crores, up 30.2%, over the corresponding six months ended September 30, 2003.

Net Profit computed in accordance with US GAAP for half year ended September 30, 2004 was Rs.318.0 crores, an increase of 34.4% over Rs.236.6 crores in the corresponding half year ended September 30, 2003. The net difference between profits computed in accordance with Indian GAAP and US GAAP is primarily due to differences in accounting treatment for amortization of premia and revaluation losses on investments held in the “Available for Sale” category, loan loss provisions, deferred stock compensation expense and tax provisions.

BUSINESS UPDATE:

During the first half of the current financial year, the Bank achieved healthy growth in each of its two customer franchises — wholesale and retail. In the first six months upto September 30, 2004, the bank added 67 branches taking its network to 379 outlets in 182 cities from 312 outlets in 163 cities in March 2004.

The bank’s cards base continued to increase with the total cards issued touching 2.5 million debit cards and 0.8 million credit cards. To complement this growth, the bank increased its installations of point-of-sale (POS) terminals to over 33,000, consolidating its position as a leading player in the merchant acquiring business.

Despite stagnating corporate loan yields, the wholesale banking franchise maintained its revenue momentum primarily through higher transactional banking floats and greater cross-sell of supply chain and treasury products. Portfolio quality as of September 30, 2004 remained healthy with net non-performing assets at 0.2% of total customer assets. General loan loss provisions were about 0.8% of standard advances as against the regulatory requirement of 0.25%. Capital Adequacy Ratio (CAR) was 10.9% against the regulatory minimum of 9%. Tier I CAR was at 7.8%.


Note:	(i)	Rs. = Indian Rupees
	(ii)	1 crore = 10 million
	(iii)	All figures and ratios are in accordance with Indian GAAP except
		where specifically mentioned.

Certain statements in this release which contain words or phrases such as “will”, “continue to”, “remains”, “should”, etc., and similar expressions or variation of these expressions or those concerning our future prospects are forward looking statements. Actual results may differ materially from those suggested by the forward looking statements due to a number of risks or uncertainties associated with the expectations. 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 allowances for investment and credit losses, technological changes, volatility in interest rates and investment income, our exposure to market risks as well as other risks detailed in the reports filed with the United State Securities and Exchange Commission. The bank may, from time to time make additional written and oral forward looking statements, including statements contained in the bank’s filings with the Securities and Exchange Commission and our reports to shareholders. The bank does not undertake to update any forward looking statements that may be made from time to time by or on behalf of the bank, to reflect events or circumstances after the date thereof.

NEWS RELEASE

HDFC BANK LTD. — CAPITAL RAISING

The Board of Directors of HDFC Bank Limited at its meeting on Thursday, October 21, 2004, considered and approved a proposal to raise additional share capital not exceeding US $300,000,000 (US Dollars three hundred million) through an offering of American Depository Shares, subject to shareholder and regulatory approvals.

This notice does not constitute a solicitation or any offer for sale of any securities.

1.		subject to the requisite shareholders and regulatory approvals, the raising of additional capital by way of issue of American Depository Shares (ADS), up to an aggregate of US $300 million (including green shoe option up to 15%).

2.		subject to the approval of the regulatory authorities to increase the Bank’s shareholding in the equity share capital of HDFC Securities Limited from the present 29.5% to 59% and making it a subsidiary of the Bank.

	1.		The above results have been taken on record by the Board at its meeting held on October 21, 2004.

	2.		During the quarter and the half year ended September 30, 2004, the Bank allotted 3,89,100 shares and 14,41,200 shares respectively pursuant to the exercise of stock options by certain employees. The Bank allotted 3,09,900 shares on October 6, 2004 pursuant to the exercise of stock options by certain employees during the quarter ended September 30, 2004.

	3.		Other income relates to income from non-fund based banking activities including commission, fees, foreign exchange earnings, earnings from derivative transactions and profit and loss (including revaluation) from investments.

	4.		During the quarter ended September 30, 2004, the Bank transferred a portion of its government (SLR) securities held in the AFS (Available for Sale) category to the HTM (Held to Maturity) category at the least of cost/book value/market price, pursuant to enabling regulatory guidelines. The loss resulting from the transfer has been taken to the Profit and Loss Account.

	5.		During the quarter ended September 30, 2004, the total number of branches (including extension counters) and the ATM network increased by 49 branches and 67 ATMs respectively.

	6.		Information on investor complaints pursuant to Clause 41 of the listing agreement for the quarter ended September 30, 2004:

			Opening: 1; Additions: 15; Disposals: 16; Closing: nil

	7.		Previous period figures have been regrouped / reclassified wherever necessary to conform to current period’s classification.

	8.		The above results for the quarter and the half year ended September 30, 2004, have been subjected to a “Limited Review” by the auditors of the bank, as per the listing agreements with The Stock Exchange, Mumbai, The National Stock Exchange of India Limited and The Stock Exchange, Ahmedabad.

	9.		Rs. 10 lacs = Rs. 1 million

			Rs. 10 million = Rs. 1 crore