SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 14, 2008
 Mr. Ram Mukunda President and CEO India Globalization Capital, Inc. 4336 Montgomery Ave. Bethesda, MD 20814
RE:   Form 8-K Item 4.01 filed May 8, 2008
 File #1-32830

Dear Mr. Mukunda:  We have reviewed your filings and have the following comments.  Where indicated, we think
you should revise your documents 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 explan ation.  In some of our comments, we may ask
you to provide us with supplemental informati on 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 pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance 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
number listed at the end of this letter.
1. Please amend your Item 4.01 Form 8-K to disclose, in accordance with Item 304(a)(1)(ii) of Regulation S-B, whether the accountant's reports on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification or qualification.  If the accountant did not issue a report during their engagement, you should disclose this within the Form 8-K.

2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

3. The audit firm Yoganandh and Ram is not recognized by the staff of the SEC.  Foreign auditors that wish to practice before the SEC are expected to demonstrate their

Ram Mukunda
President and CEO
May 14, 2008 Page 2
knowledge and experience in applying U.S.  GAAP, PCAOB Standards, SEC financial
reporting rules and SEC requirements prior to inclusion of their audit reports in SEC filings.  The demonstration of an auditor’s knowledge and experience in advance of filing
generally applies to all financial statements presented in SEC filings, including financial statements provided pursuant to Rule 3-09 of Regulation S-X.  Please note that registration with the PCAOB does not supercede existing means by which a firm demonstrates its knowledge and experience in applying US GAAP, PCAOB Standards,
SEC financial reporting rules and SEC independence requirements.  You may refer to the International Reporting and Disclosure Issues Outline available on our website at the following location for additional information:  http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm#P313_42976.  We may be unable to complete our review and accept the reports of Yoganandh and Ram until the firm has demonstrated this knowledge and experience to the Office of the Chief Accountant.  In order to begin this process, Yoganandh and Ram should inquire with Kevin Stout, Staff Accountant, in the Offi ce of the Chief Accountant (202-551-5930) and
request the information to begin this process.  Upon receipt of this request, the Office of the Chief Accountant will provide a letter outlining the steps and information necessary to complete the review.  Please advise us of Yoganandh and Ram's plans to complete this process.

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 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.  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.    In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.    Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter.  Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time.  You may

Ram Mukunda
President and CEO May 14, 2008 Page 3  wish to provide us with marked copies of each amended filing to expedite our review.  Direct
any questions regarding the above to the undersigned at (202) 551-3866.  Sincerely,    Jeffrey Gordon Staff Accountant