Project Finance is a well established technique for large capital intensive projects, particularly in infrastructure sector and involves financing of projects on stand-alone basis . Understanding Project Finance is critical in the current context as India gears up for USD 1 trillion investment in Infrastructure in the next five year plan, around 30 per cent of which is expected to be financed by the private sector. Commercial Banks presently contribute 20% of total infrastructure investment and the exposure of commercial banks to this sector is increasing. Multifaceted risks are involved in bank-funding of infrastructure. Apart from asset liability mismatches ? leading to liquidity and interest rate risks, banks face regulatory and political uncertainty associated with these projects. Indian bankers are on a learning curve with regard to the understanding the mechanics of infrastructure financing. Therefore this dissertation aims at demystifying project appraisal, risks, contractual structures and packaging approaches that achieves each party?s objectives efficiently. It also attempts to lay down a rating framework for infrastructure projects.