SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

May 6, 2010

By facsimile to ( 202) 828-5393  and U.S. Mail

Mr. Ram Mukunda
Chief Executive Officer and President
India Globalization Capital, Inc.
4336 Montgomery Avenue
Bethesda, MD 20814

Re: India Globalization Capital , Inc.
 Pre-effective Amendment 2 to Registration Statement on Form S -1
 Filed April 27 , 2010
 File No. 333 -163867

Dear Mr. Mukunda :

We reviewed the filing and have the comments below.

General

1. Please disclose the principal amount of securities being offered.  See Rule 430A of
Regulation C under the Securities Act of 1933.  Please refer also to Question and Answer
227.02 under  Securities Act Rules in our “Compliance and Disclosure Interpretations”
available on the Commission’s website at http://www.sec.gov for furt her guidance.

2. Because units will not be issued or certificated and only common stock and warrants issued
and sold at separate prices, this does not appear to be an offering of units.  Supplementally,
please clarify the nature of this offering of units.

Prospectus’ Outside Front Cover Page

3. Identify the other co -placement agent.

4. Please delete the term “reasonable” in describing your offering method.

5. Please disclose the agreement to issue additional warrants to your placement agent.

Mr. Ram Mukunda
May 6, 2010
Page 2

 Where You Can Find Mo re Information, page 2

6. Revise the third paragraph’s first sentence to indicate that India Globalization Capital is
registering also the units and the warrants that may be distributed under this registration
statement.

Use of Proceeds, page 13

7. We note th at you are contractually obligated to use 40% of the proceeds in excess of
$500,000 to repay the outstanding promissory notes.  Please indicate the order of priority of
the use of proceeds if substantially less than the maximum proceeds are obtained.  Plea se see
the instruction to Item 504 of Regulation S -K.

Compensation for Executive Officers of the Company, page 50

8. Revise the summary compensation table to include data for the fiscal year ended March 31,
2010.  See Item 11(l) of Form S -1 and Item 402(n)(1) of Regulation S -K.  You may wish to
refer to Question and Answer 117.05 under Regulation S -K in our “Compliance and
Disclosure Interpretations” available on the Commission’s website at http://www.sec.gov  for
additional guidance.

Undertakings, page II -12

9. Based on revised disclosures in the registration statement, it appears that India Globalization
Capital may be offering the securities being registered on a delayed or continuous b asis
under Rule 415.  If so, include the Rule 415 offering undertakings required by Item 512(a) of
Regulation S -K.  Also, check the Rule 415 box on the registration statement’s facing page.

Exhibits

10. We note that you intend to file by amendment exhibits 1 .1, 4.5, 4.6, 4.7, and 5.1.  Allow us
sufficient time to review the exhibits before requesting acceleration of the registration
statement’s effectiveness. We note the disclosure on page 15 that the Placement Agency
Agreement is to be filed with an 8 -K rath er than as an exhibit to this registration statement.
Please advise.

Closing

 As appropriate, please amend your registration statement  in response to the se comments.
You may wish to provide us marked courtesy copies of the amendment  to expedite our rev iew.
Please furnish a cover letter with your amendment that keys your responses to our comments and

Mr. Ram Mukunda
May 6, 2010
Page 3

 provides any requested information.  Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after re view of your amendment and
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures
in the filing to be certain that the filing includes all information required under the Securities Act
of 1933 and that they have provided all information that investors require for an informed
investment decision.  Since the company and its management are in possession of all facts
relating to a company’s disclosures, they are responsible for the adequacy and accu racy of the
disclosures that they have made.

Notwithstanding our comments, when the company requests acceleration of the effective
date of the pending registration statement, it should furnish a letter at the time of the request,
acknowledging t hat:

 Should the Commission or the staff, acting pursuant 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 .

 The company may not assert staff comments and the declaration of effectivenes s
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Also , please be advised that the Division of Enforcement has access to all information
that you provide to the staff of the  Division 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 fac t that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering of the securities specified in the above
registratio n statements.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Mr. Ram Mukunda
May 6, 2010
Page 4

 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 direct questions on comments and disclosu re issues to Edward M. Kelly, Senior
Counsel, at (202) 551 -3728 or Craig E. Slivka , Special Counsel,  at (202) 551 -3729.

     Very truly yours,

     Pamela A. Long
     Assistant Director

cc: Stanley S. Jutkowitz, Esq.
 Seyfarth Shaw LLP
 975 F Street, N.W.
 Washington, DC 20004