SecProbe.io

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Mail Stop 3561

								November 17, 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
		Amendment No. 5 filed November 2, 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. Please tell us the factors you considered in determining to
value
this offering at $60,000,000.  What factors did you consider when
determining that you might need $55,000,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  Please specifically discuss the
reasons why the company has lowered the offering from $120,000,000
to
$60,000,000.  Describe how lowering the amount raised in this
offering affects your previous research in acquiring a target at
the
previously determined amount.  Does the company expect to obtain
additional funding through other financing arrangements to acquire
a
target?  If so, please explain.  We may have further comment.

2. We note the contingent nature of part of the underwriters`
compensation.  In light of Regulation M, please include disclosure
in
the registration statement regarding when the distribution ends.
This disclosure may relate to when all of the shares have been
sold,
there are no more selling efforts, there is no more stabilization
or
the overallotment has been exercised.  Note that disclosure merely
stating that the distribution ends at the closing of the IPO is
insufficient.

3. Please explain the basis for your disclosure that the
securities
will be listed on the American Stock Exchange.  Please explain how
the company will satisfy each criterion for at least one of the
listing standards on the exchange.  Please include a discussion of
all of the quantitative standards, e.g., number of public
shareholders.

4. In light of the changes to the underwriting arrangement, please
furnish supplementally a statement as to whether or not the amount
of
compensation to be allowed or paid to the underwriters has been
cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

5. We note your disclosure on the prospectus cover page, and
elsewhere in the prospectus that the existing officers and
directors
have entered into agreements with Ferris Baker Watts concerning
the
purchase of warrants in the after-market.  We also note disclosure
on
page 36 concerning Ferris Baker Watts providing investment banking
services to the company with respect to the potential business
combination transaction, among other things.  In light of such
agreement for future services, the nature of which would almost
certainly include access by Ferris Baker Watts to material non-
public
information with respect to the company, clarify the ability of
Ferris Baker Watts to participate in the warrant repurchase
agreement
program consistently with the provisions of Rule 10b-5 under the
Securities Exchange Act of 1934.  We may have further comment.

Summary

6. We note the statement on page 7 that "all of our existing
stockholders, including all of our officers, directors, and
special
advisors, have agreed to vote the shares of common stock owned by
them (whether purchased prior to, during or after the consummation
of
the offering) in accordance with the majority of the shares of
common
stock voted by the public stockholders."  It appears that
officers,
directors and special advisors that purchase shares in the open
market would be considered public stockholders under your
definition
on page one.  Please explain how these persons will vote their
shares
that were purchased in the open market with the majority of
"public
stockholders."  In addition, please clarify whether existing
stockholders will be included as "public stockholders" only with
respect to shares purchased in the open market, or also with
respect
to shares purchased in this offering.

Exhibits

7. Section 6.2 of the underwriting agreement appears to allow less
than all of the shares to be offered in the event of a default by
an
underwriter of more than 10%.  The agreement gives the right, but
not
the obligation, to terminate the agreement. Please explain how the
proposed offering may still be considered a firm commitment in
light
of the language in the underwriting agreement.  Please revise the
agreement or the prospectus.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

Sincerely,

      John Reynolds
      Assistant Director

cc:	Michael Blount, Esq.
	Fax: (312) 269-8869
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Mr. Ram Mukunda
India Globalization Capital, Inc.
November 17, 2005
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