This paper takes the view that financial sector reform is not only a matter of jettisoning old regulations nor even merely a matter of prudential regulation accompanying structural deregulation; it is intimately bound up with institutional and technological issues. On the basis of a detailed analysis of the stock market, debt market and the banking system the paper demonstrates the need for major institutional and technological changes in the Indian financial sector in order to face the challenges posed by liberalization and rapid growth. In our view, the government and regulatory authorities have an important role in facilitating this modernization. Not only should regulatory hindrances be removed, but there should be a positive bias in favour of change. We do believe that changes would take place even without regulatory support, but we also believe that regulatory intervention could hasten the process and make it less painful. This is because the technology is characterized by large externalities and often requires action at the industry level.