SecProbe.io

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Mail Stop 3561

								June 24, 2005

Mr. Ram Mukunda, President and CEO
India Globalization Capital, Inc.
4336 Montgomery Ave
Bethesda, Maryland 20814

      Re:	India Globalization Capital, Inc.
		Registration Statement on Form S-1
		Filed May 13, 2005
      File No. 333-124942

Dear Mr. Mukunda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Have you identified or been provided with the identity of, or
had
any indirect contact with potential acquisition candidates?  In
addition, affirmatively state, if accurate, that neither the
company
nor any of its affiliates or representatives has, as of the date
of
the prospectus, taken steps towards locating or consummating a
business combination transaction.  Currently, you disclose in the
MD&A section that you do not have any specific business
combination
under consideration and have not had any discussions with respect
to
such a transaction.  If management, the directors, or any
affiliate,
agent or any other representative of the company has already taken
direct or indirect measures to locate a target business, or
unaffiliated sources have approached you with possible candidates,
you must disclose this information or advise us.  We may have
further
comment.

2. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney for any of
the
above have been involved; the Securities Act Form the companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.

3. Provide disclosure with respect to the redemption rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
redemption right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their redemption rights due to the fact
that
the amount available to such stockholders (approximately $5.37 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($6.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their redemption rights since their existing shares have
an
effective purchase price of $0.005  per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be significantly less
that
the redemption price of approximately $5.37 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

4. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid or eligible to be paid to the existing stockholders and/or
officers and directors in this offering.  Such cash flows should
be
identified by type or source of cash flow, as well as the amount,
if
known.  We may have further comment.

5. Please clarify with disclosure in an appropriate place whether
the
funds not held in trust could be used as a down payment or a
lockup
in a proposed business combination.  To the extent they can,
explain
how ongoing expenses will be satisfied and include appropriate
line
item disclosure in the Use of Proceeds section identifying such
use.
In addition, to the extent the funds not held in trust could be
used
for such purpose, the summary and risk factor disclosure should
make
clear that in the event of a breach by the company, these

funds would be forfeited, the company would no longer be able to
conduct due diligence or other similar operations without
additional
financing, and that without additional financing, holders could
lose
on their investment in the units.

6. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.

7. Prior to the effectiveness of the company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or call from the NASD that the NASD has no additional
concerns.

8. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

9. Discuss in an appropriate place the company`s expectation as to
whether the current management will remain associated with the
company after the consummation of the business combination.
Detail
how the company intends to accomplish this, referencing the
necessary
transaction structure, valuation determinations, exchange ratios,
and
other contingencies which must be addressed and structured so as
to
ensure that the company`s management will be able to maintain its
position with the company post-business combination.

Cover page of Prospectus

10. Please revise the second paragraph to indicate the offering
price
per unit.

11. We note your disclosure here and elsewhere that the components
of
your units will begin trading separately 90 days after the
effectiveness of this registration statement "unless Ferris, Baker
Watts, Inc. determines that an earlier date is acceptable."
Please
revise to elaborate on the noted disclosure in an appropriate
place
in the prospectus.  Discuss the factors that the underwriter will
consider in making the determination to allow earlier separate
trading.  If the underwriter decides to allow separate trading
before
the end of 90 days, discuss how investors will become aware of the
acceleration.

Table of Contents

12. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[y]ou
should not assume that the information in this prospectus is
accurate
as of any date other than the date on the front of this
prospectus,
regardless of the time of delivery of this prospectus or of any
sale
of our securities."  Additionally, revise the statement on the
back
cover page "the delivery of this prospectus will not, under any
circumstances create any implication that the information is
correct
as of any time subsequent to the date of this prospectus."

Prospectus Summary, page 1

13. We note that parts of the summary section and the business
section appear promotional, rather than factual, and should be
revised to remove all promotional statements.  No speculative
information should be included, unless clearly labeled as the
opinion
of management of the company along with disclosure of the
reasonable
basis for such opinions or beliefs.  For example, we note the
statement "[w]e further believe that we can buy a business that is
a
market sector leader, or can become one through an exposure to
foreign markets."  Please provide reasonable support for the
promotional statements in the prospectus.  If a reasonable basis
cannot be provided, the statements should be removed.

14. In the summary section and the business section, we note that
you
make several assertions regarding market conditions.  Please
provide
us with reasonable support for the assertions and summarize the
support in the prospectus.  If a third party is the source of the
information, please name the third party and the publication where
the information can be found.  We note the following:
* "The Indian economy had a Gross Domestic Product in 2004 of
approximately $3.319 trillion and its growth rate in 2004 was
approximately 6.2%."
* "In addition, since mid-1991, the Indian government has
committed
itself to implementing an economic structural reform program with
the
objective of liberalizing India`s exchange and trade policies,
reducing the fiscal deficit, controlling inflation . . ."
* "A significant component of the program is the promotion of
foreign
investment in key areas of the economy . . ."
* "As a result, the regulatory environment for foreign investment
has
become more favorable."
* "Moreover, India has seen the benefits from the deregulation of
its
economy."
* "There are already a number of industry sectors that have been
deregulated . . ."
If you cannot provide us with adequate support for the assertions,
you should delete them.

15. We note your statement here and throughout the prospectus that
you will not proceed with a business combination if shareholders
owning 20% or more of the shares sold in this offering vote
against
the business combination and exercise their conversion rights.
Please revise to clarify that this is a two step process (first,
they
would have to vote against the combination, and second, they have
to
exercise their conversion rights) and that voting against the
combination alone will not result in a pro rata distribution of
the
trust fund.

16. We note that purchasers of your units will receive one share
of
common stock and two warrants, allowing them to purchase shares
(following a business combination) at the price of $5.00 per
share.
We also note that in order to convert and receive a portion of the
funds held in trust, only the shares are required to be returned.
Please revise to clarify if the warrants remain outstanding
following
an election to receive funds in the trust.  This appears to create
an
opportunity for individuals to purchase units, remit the shares
allowing them to receive a portion of the trust, and benefit from
the
subsequent sale of the warrants they retain.

17. Please note, here or in another appropriate place, whether the
company plans to amend its 8-K filing to provide an audited
balance
sheet to reflect the exercise of the over-allotment option if such
exercise does not take place prior to the filing of the 8-K to
reflect the consummation of the offering.

18. Disclose here, and elsewhere as appropriate, whether the
redemption of the warrants by the company would include the
warrants
held by Ferris Baker Watts as a result of the exercise of the
Underwriters` option.  Alternatively, if such warrants are not
included, discuss the reasons why such warrants are not included.
In
addition, discuss whether Ferris Baker Watts has the right to
consent
before the company can exercise its redemption right and if so,
discuss the conflicts of interest that result from such right.

19. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $8.50 per share or more in order
for
the redemption rights to apply.

Risk Factors, page 7

20. Some of your risk factors are too broad and generic and should
be
revised to state the material risk that is specific to India
Globalization Capital.  As a general rule, a risk factor is
probably
too generic if it is readily transferable to other offering
documents
or describes circumstances or factual situations that are equally
applicable to other similarly situated businesses.   The following
risk factors should be revised, deleted or moved to another
section
of the prospectus as appropriate:
* "If we succeed in achieving our business objectives which is to
acquire one or more operating businesses with primary operations
in
India we may be subject to intense competition . . ."
* "Our obligations under laws, regulations and standards relating
to
corporate governance and public disclosure, including the
Sarbanes-
Oxley Act of 2002 . . . may increase our cost of completing a
business combination."

Risks associated with companies with primary operations in India,
page 16

21. In the first risk factor under this subsection, please provide
reasonable support for the assertions.

22. If applicable, please include risk factors discussing possible
risks when acquiring a business in India such as exchange controls
that affect the import or export of capital or remittance of
dividends and withholding tax issues.

Forward-Looking Statements, page 19

23. Please clarify to disclose that the safe harbors for forward-
looking statements included in the Securities Act and Securities
Exchange Act do not apply to statements made in your Form S-1.

24. Please remove the term "will" as an identifiable term for
forward-looking statements.

Use of Proceeds, page 20

25. We note that the company states that "[t]he proceeds held in
the
trust account may be used as consideration to pay the sellers of a
target business  . . . Any amounts not paid as consideration to
the
sellers of the target business may be used to finance operations
of
the target business."  Please discuss all possible uses of the
proceeds held in trust if such funds are released to the company.
Please include any finder`s fees and expenses that are in addition
to
those expenses to be paid from the net proceeds not held in trust.
Please reconcile this disclosure with the disclosure in the last
paragraph on page 25 in the MD&A section.

26. Please revise the parenthesizes in first sentence of the
second
paragraph on page 21.

27. We note that you have allocated $300,000 towards due diligence
of
prospective target companies.  Considering current management will
not devote a set amount of time to your endeavors, please revise
to
discuss how due diligence will be performed and who will perform
it.

28. On page 21, we note the statement that "[n]o compensation of
any
kind . . . will be paid to any of our existing stockholders."
Please
reconcile this statement with the disclosure that "existing
stockholders will receive reimbursement for . . . performing due
diligence."  Also, please explain whether the $300,000 allocated
to
due diligence in the table, would be used to pay existing
stockholders for their performance of due diligence.

Capitalization, page 22

29. The