SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

     Mail Stop 3628
December 15, 2008
  Via Facsimile at (312) 460- 7000, (202) 828-5393 and U.S. Mail

Michael E. Blount, Esq.
Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP 131 Dearborn Street, Suite 2400 Chicago, Illinois 60603-5803
 Re: India Globalization Capital, Inc.
  Schedule TO-I
  File No. 5-81669
Filed November 24, 2008

Dear Mr. Blount and Mr. Jutkowitz:

We have reviewed the above filing and have the following comments.  All defined terms
in this letter have the same meaning as in the offer letter filed as exhibit 1 to the Schedule TO-I, unless otherwise indicated.  Where indicated, we think you should revise the 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 unnecessar y.  Please be as detailed as necessary in your
explanation.  In some of our comments, we ma y ask you to provide us with information so we
may better understand your disclosure.  After reviewing this inform ation, we may raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 any other aspect of our review.  Feel fr ee to call us at the
telephone number listed at th e end of this letter.

Michael E. Blount, Esq.
Stanley S. Jutkowitz, Esq.
Seyfarth Shaw LLP Page 2  Schedule TO

1. Please revise your disclosure in Item 4 to  include the information required by Item
1004(a)(1)(xi) of Regulation M-A concerning the accounting treatment for the transaction, if material.
The Offer

Recession Rights, page 11
2. You disclose that securities may only be w ithdrawn (rescinded) in accordance with the
procedures discussed in Secti on 3.  Please disclose that a ny securities that you have not
accepted by the fortieth business day after commencement of the offer may be withdrawn.  See Rule  13e-4(f)(2)(ii).
 Financial Information Regarding the Company, page 15

3. You appear to have determined that the bi dders’ financial information is material and
should therefore be included in the offer doc ument pursuant to Item 10 of Schedule TO.
Revise to include all of the information required by Item 1010 of Regulation M-A, including the summary information required by Item 1010(c).  Please see Interpretation
I.H.7 in our July 2001 Supplement to the Manual of Publicly Available Telephone
Interpretations posted on our website, www.sec.gov
.
Federal Income Tax Consequences, page 16
4. Revise the first sentence of this section to delete the word “certai n.”  Item 1004(a)(1)(xii)
of Regulation M-A requires you to explain the tax consequences of the transaction if they
are material.  Your disclosure should theref ore include all material tax consequences
rather than selected material tax consequences.
Closing

Please amend your filing in response to these co mments.  Due to the apparent absence of
the required summary financial information, we believe a supplement needs to be disseminated
to warrant holders.  Please furnish a cover le tter with your amended filing that keys your
responses to our comments and provides any re quested supplemental information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your amended filing and responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

Michael E. Blount, Esq.
Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP Page 3
In connection with responding to our comment s, 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 do not
foreclose the Commission from taking any action with respect to the filings; 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 advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.

Please direct any questions regarding our comments to me at (202) 551-3267.
         S i n c e r e l y ,             J u l i a  E .  G r i f f i t h          S p e c i a l  C o u n s e l          O f f i c e  o f  M e r g e r s          and Acquisitions