8th January, 2005

To

The New York Stock Exchange,

New York,

USA

Dear Sir,

      We attach herewith one file containing the unaudited financial results of the Bank for the third quarter ended 31st December, 2004 and the press release in respect thereof.

      The unaudited financial results have been submitted to the Stock Exchanges in India as per the listing requirements of those stock exchanges.

      The Board of Directors have inducted Dr. V. R. Gadwal as a member of the Audit & Compliance Committee of the Bank.

      The reconstituted Audit & Compliance Committee is as under:

Mr. Ranjan Kapur	— Chairman
Mr. Anil Ahuja	— Member
Mr. Bobby Parikh	— Member
Mr. Arvind Pande	— Member
Dr. V. R. Gadwal	— Member

This is for your information and record.

Thanking you,

Yours faithfully,

For HDFC Bank Limited

sd/-

Sanjay Dongre

Vice President (Legal) &

Company Secretary

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2004

								Unaudited			Unaudited
		Unaudited			Unaudited			results for the			results for the			Audited
		results for the			results for the			nine months			nine months			results for the
		quarter ended			quarter ended			ended			ended			year ended
	Particulars	31-12-2004			31-12-2003			31-12-2004			31-12-2003			31-03-2004
		(Rs. in Lacs)
1	Interest earned (a)+(b)+(c)+(d)		77,903			66,139			222,628			188,311			254,893
a	Interest/discount on advances/bills		43,358			30,380			117,570			81,836			110,866
b	Income on investments		32,584			33,089			95,857			99,047			132,222
c	Interest on balances with Reserve Bank of India and other inter bank funds		1,736			2,483			8,543			6,929			11,096
d	Others		225			187			658			499			709
2	Other income		20,052			12,109			43,128			33,954			48,003
A	Total income (1+2)		97,955			78,248			265,756			222,265			302,896
3	Interest expended		33,904			30,398			96,193			90,580			121,105
4	Operating expenses (e)+(f)		27,862			21,221			75,670			59,328			81,000
e	Payment to and provision for employees		7,250			5,947			19,274			15,803			20,409
f	Other operating expenses		20,612			15,274			56,396			43,525			60,591
B	Total expenditure (3) + (4) (excluding provisions & contingencies)		61,766			51,619			171,863			149,908			202,105
C	Operating profit (A – B) (Profit before provisions and contingencies)		36,189			26,629			93,893			72,357			100,791
D	Other provisions and contingencies		11,308			8,311			25,786			21,703			28,895
E	Provision for taxes		7,788			5,282			21,788			15,176			20,946
F	Net profit (C-D-E)		17,093			13,036			46,319			35,478			50,950
5	Paid up equity share capital (face value Rs. 10)		28,654			28,390			28,654			28,390			28,479
6	Reserves excluding revaluation reserve														240,709
7	Analytical Ratios:
(i)	Percentage of shares held by Government of India		Nil			Nil			Nil			Nil			Nil
(ii)	Capital adequacy ratio		9.4	%		10.7	%		9.4	%		10.7	%		11.7	%
(iii)	Earnings per share (par value Rs. 10/-each)
	Basic		6.0			4.6			16.2			12.5			18.0
	Diluted		5.6			4.2			15.3			11.6			16.6
8	Aggregate of Non Promoter Shareholding
	– No. of shares		217,681,813			215,036,413			217,681,813			215,036,413			215,930,713
	– Percentage of shareholding		76.0	%		75.7	%		76.0	%		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:

								Unaudited			Unaudited
		Unaudited			Unaudited			results for the			results for the			Audited
		results for the			results for the			nine months			nine months			results for the
		quarter ended			quarter ended			ended			ended			year ended
		31-12-2004			31-12-2003			31-12-2004			31-12-2003			31-03-2004
		(Rs in lacs)
1.	Segment Revenue
a)	Wholesale Banking		56,817			42,931			153,988			131,756			176,145
b)	Retail Banking		89,376			66,686			248,495			186,789			253,197
c)	Treasury		10,072			11,244			18,621			30,720			44,060
Total			156,265			120,861			421,104			349,265			473,402
Less: Inter Segment Revenue			58,310			42,613			155,348			127,000			170,506
Income from Operations			97,955			78,248			265,756			222,265			302,896
2.	Segment Results
a)	Wholesale Banking		14,574			8,040			38,781			25,228			34,826
b)	Retail Banking		11,071			6,856			36,166			14,924			22,221
c)	Treasury		(764	)		3,422			(6,840	)		10,502			14,849
Total Profit Before Tax			24,881			18,318			68,107			50,654			71,896
3.	Capital Employed
(Segment assets – Segment liabilities)
a)	Wholesale Banking		489,589			425,468			489,589			425,468			215,242
b)	Retail Banking		(93,072	)		(436,238	)		(93,072	)		(436,238	)		(258,890	)
c)	Treasury		(97,077	)		259,527			(97,077	)		259,527			366,010
d)	Unallocated		19,835			14,387			19,835			14,387			(53,174	)
Total			319,275			263,144			319,275			263,144			269,188

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: retail banking, wholesale 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. In the quarter ended March 2004, commercial vehicle loan business, which was earlier part of wholesale banking segment has been classified as part of retail banking segment in line with the change in segment focus for this product strategy. The figures for the quarter and nine months ended December 31, 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 January 8, 2005.
2.	The Board of Directors of the Bank in their meeting on October 21, 2004 approved an offering of American Depository Shares (ADS) up to U.S.$ 300 million. This was approved by the shareholders of the Bank in its Extra Ordinary General Meeting on November 30, 2004. The Bank has filed a registration statement with the Securities and Exchange Commission(SEC), USA on December 9, 2004.
3.	During the quarter and the nine months ended December 31, 2004, the Bank allotted 3,09,900 shares and 17,51,100 shares respectively pursuant to the exercise of stock options by certain employees.
4.	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.
5.	During the quarter ended December 31, 2004, the total number of branches (including extension counters) and the ATM network increased by 46 branches and 67 ATMs respectively.

6.  Information on investor complaints pursuant to Clause 41 of the listing agreement for the quarter ended December 31, 2004:

Opening: nil; Additions: 13; Disposals: 13; 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 nine months ended December 31, 2004, have been subjected to a “Limited Review” by the auditors of the bank, as per the listing agreements with The Stock Exchange, Mumbai, and The National Stock Exchange of India Limited.
9.	Rs. 10 lacs = Rs. 1 million Rs. 10 million = Rs. 1 crore

Place: Mumbai
Date: January 8, 2005 Aditya Puri
Managing Director

SUMMARISED BALANCE SHEET

AS AT DECEMBER 31

		As at		As at
		31-Dec-04		31-Dec-03
		(Rs. in Crores)
CAPITAL AND LIABILITIES
Capital			287		284
Reserves and Surplus			2,906		2,347
Employees’ Stock Options (Grants) Outstanding			1		2
Deposits			37,429		29,606
Borrowings			2,228		1,587
Subordinated Debt			500		200
Other Liabilities and Provisions			4,206		3,345
	Total		47,557		37,371
ASSETS
Cash and Balances with Reserve Bank of India			2,036		1,515
Balances with Banks and Money at Call and Short notice			1,034		573
Investments			18,962		18,293
Advances			23,430		14,842
Fixed Assets			653		599
Other Assets			1,442		1,549
	Total		47,557		37,371

NEWS RELEASE

HDFC BANK LTD. — FINANCIAL RESULTS (INDIAN GAAP)

FOR THE PERIOD APRIL – DECEMBER 2004

      The Board of Directors of HDFC Bank Limited approved the Bank’s accounts for the quarter and nine months ended December 31, 2004 at its meeting on Saturday, January 8, 2005. The accounts have been subjected to a “Limited Review” by the Bank’s auditors.

FINANCIAL RESULTS:

      For the quarter ended December 31, 2004, the Bank earned total income of Rs.979.6 crores as against Rs.782.5 crores in the corresponding quarter ended December 31, 2003. Net revenues (net interest income plus other income) were Rs.640.5 crores for the quarter ended December 31, 2004, an increase of 33.9% over Rs.478.5 crores for the corresponding quarter of the previous year. Interest earned (net of loan origination costs) increased from Rs 661.4 crores in the quarter ended December 31, 2003 to Rs.779.0 crores in the quarter ended December 31, 2004. Net interest income (interest earned less interest expended) for the quarter ended December 31, 2004 increased by Rs.82.6 crores to Rs.440.0 crores, driven by average asset growth of 28.6% and a core net interest margin of 3.7%.

      Other income for the quarter ended December 31, 2004 was Rs.200.5 crores, consisting primarily of fees & commissions of Rs.150.3 crores, foreign exchange & derivatives revenues of Rs.43.9 crores, and profit on sale and revaluation of investments of Rs.4.9 crores as against Rs.81.3 crores, Rs.25.6 crores and Rs.11.6 crores respectively for the quarter ended December 31, 2003. Operating expenses for the quarter at Rs.278.6 crores, were 43.5% of net revenues. Provisions and contingencies for the quarter were Rs.113.1 crores an increase of 36.1% over the corresponding quarter ended December 31,2003, and primarily comprised general & specific loan loss provisions of Rs.45.0 crores and amortization of premia (for investments in the Held to Maturity category) of Rs.60.2 crores. Profit before tax at Rs 248.8 crores, registered a growth of 35.8% over the corresponding December 2003 quarter. After providing Rs.77.9 crores for taxation, the Bank earned a Net Profit of Rs.170.9 crores, a 31.1% increase over the quarter ended December 31, 2003.

      As on December 31, 2004, total deposits were Rs.37,429 crores, an increase of 26.4% over Rs.29,606 crores as of December 31, 2003. The Bank leveraged its expanded branch network and enhanced customer acquisition to build its Savings Account deposits to Rs.10,876 crores, an increase of 56.1% over December 31, 2003. The Bank’s core customer assets (including advances, corporate debentures, CPs, etc.) increased from Rs.17,027 crores as of December 31, 2003 to Rs.24,277 crores as of December 31, 2004, a growth of 42.6%. Gross retail loans grew 80.2% on a year-on-year basis to Rs.11,078 crores and now form 46.2% of gross advances as against 39.4% of gross advances as at December 31, 2003.

      For the nine months ended December 31, 2004, the Bank earned total income of Rs.2,658 crores as against Rs.2,223 crores in the corresponding period of the previous year. Net revenues (net interest income plus other income) for the nine months ended December 2004 were Rs.1,696 crores, up 28.8% over Rs.1,317 crores for the nine months ended December 31, 2003. Net Profit for nine months ended December 31, 2004 was Rs.463.2 crores, up 30.6%, over the corresponding nine months ended December 31, 2003.

BUSINESS UPDATE:

      During the current financial year so far, the branch network was expanded to 425 outlets in 195 cities from 275 outlets in 147 cities in December 2003. As of December 2004, the number of debit cards issued by the bank touched 2.7 million while credit cards issued crossed the 1 million mark.

      Portfolio quality as of December 31, 2004 remained healthy with net non-performing assets at 0.2% of customer assets and 0.3% of advances. General loan loss provisions were about 0.7% of standard advances as against the regulatory requirement of 0.25%. Capital Adequacy Ratio (CAR) was 9.4%, after factoring the increased risk weights on consumer credit and investments in Mortgage Backed Securities pursuant to the new regulatory directives. Tier I CAR was at 6.9%.

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

      Certain statements in this release which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “continue to”, “anticipate”, “estimate”, “intend”, “plan” ,“contemplate‘ ,“seek to”, “future”, objective”, “goal”, “project”, “should”, “will pursue”, “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.