SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        August 13, 2009  Mail Stop 4631  Mr. Ram Mukunda Chief Executive Officer    India Globalization Capital, Inc.  4336 Montgomery Ave. Bethesda, Maryland 20814
Re: India Globalization Capital, Inc.  Registration Statement on Form S-3
 Filed on August 3, 2009
 File No.: 333-160993

Dear Mr. Mukunda:
  We have limited our review of your filings to those issues we have addressed in our
comments.  Where indicated, we think you should revise your documents in response to these comment.  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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information we may 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Description of Debt Securities, page 12

1. Please file the two indentures you refer to in your description of debt securities under the
above caption.

Mr. Ram Mukunda
India Globalization Capital, Inc.
August 13, 2009 Page 2 of 3   Signatures, page 29

2. Please have the CFO also sign the registration stat ement in accordance with  Instruction 1 to
the signature requirement of Form S-3.
      As appropriate, please amend your filings in re sponse 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 res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r 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 filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness 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 th at the Division of Enforcement has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective

Mr. Ram Mukunda
India Globalization Capital, Inc. August 13, 2009 Page 3 of 3  responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.   We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request as least two business days in advance of the requested effective date.   If you have any questions, please contact Erro l Sanderson, Financial Analyst, at (202) 551-
3746, or Craig Slivka, Special  Counsel, at (202) 551-3729.
         S i n c e r e l y ,                                                                                        Pamela A. Long         A s s i s t a n t  D i r e c t o r      cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N. W.  Washington D.C.20004