SecProbe.io

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Mail Stop 3561

								February 24, 2006

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

      Re:	India Globalization Capital, Inc.
		Amendment No. 6 to Registration Statement on
      Form S-1
		Filed November February 14, 2006
      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. We note your response to our previous comment number one,
particularly the statement that "[o]ur research now shows that
there
are more acquisition opportunities in the price range established
by
the $60,000,000 aggregate offering price, which will allow the
Company to consider acquisitions valued at $48,000,000 or more."
Please describe in the prospectus the research conducted by the
company that now shows there are more acquisitions in this price
range.

2. We note your response to our previous comment number two and we
reissue the comment.  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. We note disclosure in section 7, in the Articles of
Incorporation
of India Globalization Capital, Inc. that states "[p]aragraphs A
through E set forth below shall apply during the period commencing
upon the initial public offering of Company`s securities (the
"IPO")
and terminating upon the consummation of a "Business Combination"
(the "Restricted Period") and shall not be amended during such
period."  (emphasis added).  Please provide us with a legal
analysis
as to whether or not an amendment to this provision would be valid
under applicable state law.  Additionally, please revise the
prospectus to disclose this provision and explain the impact or
potential impact of this provision on investors in the offering.
For
example, disclose: (i) whether the provision can be amended and if
so
on what basis despite any proposed limitations to so amend; and
(ii)
whether the company views the business combination procedures as
stated in the provision and the prospectus as obligations to
investors that the company will not propose to amend, or
alternatively, if the company reserves the right to amend this
provision and change the procedures, disclose the extent of that
authority and the circumstances under which changes would or may
be
proposed.

4. We note the disclosure throughout the prospectus that the
company
will proceed with the initial business combination only if two
conditions are met which include public stockholders owning less
than
20% of the shares sold in this offering and purchased in the
private
placement both vote against the business combination and exercise
their conversion rights.  Please explain whether the 20% threshold
could be lowered by the company after the offering is effective
and
prior to the vote regarding the initial business combination.

Use of Proceeds, page 24

5. In the use of proceeds table, we note that the $55,441,200 held
in
trust does not include $1,769,400 of the proceeds attributable to
the
underwriter`s non-accountable expense allowance.  Please revise
the
table to include the amount attributable to the underwriter`s non-
accountable expense or explain why such revision is not necessary.

6. We note the disclosure on page 25 that "[u]pon the consummation
of
this offering, the founders will loan an additional $720,000 to us
for working capital purposes."  Please reconcile this statement
with
the line item disclosure in the use of proceeds table that
contributions from founder loans and deferred payments will be
held
in trust.  Also see the MD&A and conflicts of interest sections
that
include similar disclosure.

Principal Stockholders, page 53

7. We note that the principal stockholder table and footnote (3)
disclose that the 425,000 shares owned by Ram Mukunda`s wife,
Parveen
Mukunda are excluded from the amount of shares beneficially owned
by
Ram Mukunda.  Please note that a person is generally regarded as
the
beneficial owner of securities held in the name of his or her
spouse.
See SEC Release No. 33-4819.  Since Parveen Mukunda is the spouse
of
Ram Mukunda, then the amounts of common stock owned by each spouse
should be included in the amounts attributed to the other spouse
in
the table and the nature of the ownership included in a footnote.
Also, this amount would be included in the amount held by
executive
officers and directors as a group.  Please revise or advise.

* * * * *

      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.
February 24, 2006
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