Exhibit 5.1

                  [Letterhead of AZB & Partners Mumbai office]






HDFC Bank Limited
HDFC Bank House
Senapati Bapat Marg
Lower Parel, Mumbai 400 013

                                                                December 1, 2004


Ladies and Gentlemen:


     We have acted as counsel for HDFC Bank Limited, a public limited company
incorporated under the laws of India (the "Company"), in connection with the
registration statement on Form F-3, (the "Registration Statement"), to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
registration of equity shares, par value Rs. 10 per share (the "Equity Shares"),
of the Company, to be represented by American depositary shares ("ADSs"), each
ADS representing the right to received three Equity Shares in connection with
the offering and sale by the Company of ADSs at a proposed maximum offering
price of $300,000,000 pursuant to the terms of the underwriting agreement (the
"Underwriting Agreement") to be executed by the Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. International
Limited, as representatives (the "Representatives") of the Underwriters named
therein.

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Registration Statement and the
exhibits thereto and such documents, corporate records and other instruments as
we have deemed necessary or appropriate for the purposes of this opinion,
including, without limitation, resolutions adopted by the board of directors of
the Company on October 21, 2004 and shareholders of the Company on November 30,
2004.

     Based on the foregoing, we are of opinion that the Equity Shares have been
duly and validly authorized and, when issued and delivered by the Company, and
paid for by the Underwriters in accordance with the terms of the Underwriting
Agreement, will be validly issued, fully paid and nonassessable.

     We are admitted to practice in India, and we express no opinion as to any
matters governed by any laws other than the laws of India.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the captions "Enforcement of Civil Liabilities" and "Legal
Matters" in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.



                           Very truly yours,

                           /s/ Bahram N. Vakil

                           AZB & Partners