SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

      October 19 , 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 A mendment  5 to Registration Statement on Form S -1
 Filed October 1 , 2010
 File No. 333 -163867

Dear Mr. Mukunda :

We reviewed the filing and have the comments below.

1. Please disclose that the placement agents are underwriters.

2. We reissue prior comments 2 a nd 5.

3. Please clarify throughout the prospectus and cover page that you are registering the sale of
common stock underlying the warrants being registered.  We note the heading on the cover
page.

4. Please add a risk factor addressing the risks resulting from  the fact that the warrants being
registered are not expected to trade on any market.

5. Please file an updated legal opinion.

Closing

 As appropriate, please amend your registration statement  in response to the se comments.
You may wish to provide us mark ed courtesy 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 information.  Detailed cover letters greatly facilitate our review.  Please

Mr. Ram Mukunda
October 19 , 2010
Page 2

 understand that we may have additional comments after review 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 disc losures, they are responsible for the adequacy and accuracy 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 lette r 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 effectiveness
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 a ll 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 th e registration
statement as confirmation of the fact 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 o f the securities specified in the above
registration statements.  We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

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

Mr. Ram Mukunda
October 19 , 2010
Page 3

 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 disclosure 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