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    February
      1, 2008

    VIA
      EDGAR

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

        Attn:   Pamela
      A. Long

        Assistant
      Director

        Division
      of Corporation Finance

              Re:

              India
                Globalization Capital, Inc.

              Preliminary
                Proxy Statement on Schedule 14A

              File
                No. 1-32830

    Dear
      Ms.
      Long:

    India
      Globalization Capital, Inc. (the “Company”) has filed with the Commission an
      amended Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy
      Statement”).  For your convenience, we are providing you with three
      paper copies of the Amended Proxy Statement, marked to show the changes made
      from the amended Preliminary Proxy Statement which was filed with the Commission
      on January 14, 2008.  The changes reflected in the Amended Proxy
      Statement are intended to respond to the comments set forth in your letter
      dated
      January 28, 2008 (the “Comment Letter”).  The changes made in response
      to the Comment Letter are discussed below.  The numbered paragraphs
      below correspond to the numbered comments in the Comment Letter.  Page
      references are to pages in the initial Preliminary Proxy Statement.

    General

    1.
      We have revised the Company’s interim financial statements where
      appropriate.

    Table
      of Contents, page vi

    2.
      We have appropriately revised descriptions of the Annexes in the Table of
      Contents.

    Satisfaction
      of 80% Test, page 8

                Securities
                  and Exchange Commission

                Attn:   Pamela
                  A. Long

                February
                  1, 2008

                Page
                  2

    3.
      We have revised the language as requested.

    Conditions
      to the Completion of the Acquisition, page 13

    4.
      We have deleted the twelfth and fifteenth bullet points setting forth the
      conditions to closing the CWEL transaction.

    Q.
      How are we paying for the Acquisition?, page 20; If we are unable to provide
      interim financing to Sricon and TBL, they may have difficulty meeting their
      projected revenue targets, page 27.

    5.
      We have updated the disclosure in this section to, among, other things, disclose
      additional funds advanced to Sricon and TBL.

    If
      we are unable to consummate the Acquisition Proposal by January 31, 2008, there
      is no guarantee that Odeon will extend the deadline, page 27

    6.
      We have deleted this risk factor as the extended deadline for the Odeon
      transaction falls beyond the Company’s deadline for consummating the Acquisition
      Proposal.

    Our
      Reasons for the Acquisition and Recommendation of Our Board, page 35; Due
      Diligence and Valuation, page 47

    7.
      We have deleted the references to CWEL in the cited bullet points on pages
      35
      and 48.

    Due
      Diligence and Valuation, page 47

    8.
      We have added language disclosing the escrow as of September 30,
      2007.

    Selected
      Historical Financial Information of Sricon Infrastructure Private Limited
      (Sricon), page 82

    9.
      We have revised the selected financial information to show interest income
      under
      Operating Income and made conforming changes to be consistent with the Company’s
      audited statements of operations.

    Results
      of Operations, page 9

    10.
      We have revised the MD&A discussion to disclose the facts and circumstances
      which resulted in a dispute and subsequent settlement with TBL’s
      lenders.

    Note
      (a), page 104

                  Securities
                    and Exchange Commission

                  Attn:   Pamela
                    A. Long

                  February
                    1, 2008

                  Page
                    3

    11.
      We have revised the pro forma financial statements to exclude the effects of
      the
      wind farm construction and have included advance payments made for the wind
      farm
      construction, but not projected payments, in the pro forma financial
      statements.

    Unaudited
      Pro Forma Condensed Financial Statement of Operations for the Six Months Ended
      September 30, 2007, page 106

    12.
      We have provided the reconciliation and disclosure requested with respected
      to
      the historical and diluted pro forma weighted average common shares outstanding
      and provided similar disclosure for the pro forma condensed statement of
      operations for the year ended March 31, 2007.

    Unaudited
      Consolidated Statement of Cash Flows, page F-5

    13.
      The interest earned on treasury bills is included in the investing section
      of
      the cash flows on the line entitled “Maturity of treasury bills”.

    Annexes

    14.
      We have refiled Annex E to include the TBL amendment in its entirety. Please
      note, however, that due to the addition of the Second Sricon Amendment as Annex
      C, this Annex has been redesignated Annex F. The Annex referenced here and
      those
      referenced in comments 15-19 were filed correctly with the clean version of
      the
      amended Preliminary Proxy Statement filed with the Commission on January 14,
      2008. When the red-lined version of the last amended Preliminary Proxy Statement
      was filed with the Commission on January 15, 2008, the Annexes were apparently
      inadvertently distorted.

    15.
      We have filed Annex F. Please note, however, that due to the addition of the
      Second Sricon Amendment as Annex C, this Annex has been redesignated Annex
      G.

    16.
      We have refiled Annex G to include the Odeon Purchase Agreement in its entirety.
      Please note, however, that due to the addition of the Second Sricon Amendment
      as
      Annex C, this Annex has been redesignated Annex H.

    17.
      We have refiled Annex H to include the CWEL contract in its entirety. Please
      note, however, that due to the addition of the Second Sricon Amendment as Annex
      C and the addition of the Odeon letter agreement as Annex I, this Annex has
      been
      redesignated Annex J.

    18.
      We have refiled Annex I to include the CWEL amendment in its entirety. Please
      note, however, that due to the addition of the Second Sricon Amendment as Annex
      C and the addition of the Odeon letter agreement as Annex I, this Annex has
      been
      redesignated Annex K.

    19.
      We have refiled Annex J to include the 2008 omnibus incentive plan in its
      entirety. Please note, however, that due to the addition of the Second Sricon
      Amendment as Annex C and the addition of the Odeon letter agreement as Annex
      I,
      this Annex has been redesignated Annex L.

                  Securities
                    and Exchange Commission

                  Attn:   Pamela
                    A. Long

                  February
                    1, 2008

                  Page
                    4

    Form
      of Proxy

    20.
      We have added language indicating that the form of proxy is
      preliminary.

    21.
      The inclusion of the proposal numbered 6 was inadvertent and we have deleted
      it.

    22.
      We have added discrete voting boxes for proposals three and four.

    Closing

    The
      Company acknowledges
      that:

    (a)  the
      Company is
      responsible for the adequacy of the disclosure in the filings;

    (b)  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

    (c)  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.

    The
      Company appreciates the staff’s
      comments with respect to the Proxy Statement.  If you have any
      questions with respect to this letter, please contact the undersigned at (312)
      460-5962.  As we discussed with Ed Kelly, in order to be able to mail
      a proxy in a timely fashion to shareholders to enable the Company to consummate
      a business combination prior to its deadline for dissolution, we would
      appreciate the efforts of the staff in providing final clearance of the Proxy
      Statement by Wednesday, February 6, 2008.

    Very
      truly yours,

    SEYFARTH
      SHAW LLP

    /s/
      Michael Blount

    Michael
      E. Blount

              cc:

              Ram
                Mukunda

              Edward
                M. Kelly