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    indiacorresp-262008.htm

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      direct phone

                (312)
      460-5962

                Writer’s
      e-mail

                mblount@seyfarth.com

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      2400

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      Illinois 60603

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      460-5000

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                www.seyfarth.com

    February
6, 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:

    This
letter is intended to respond to the comments set forth in your letter dated
February 6, 2008 (the “Comment Letter”) with respect to the Amended Preliminary
Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) filed by India
Globalization Capital, Inc. (the “Company”) on February 1, 2008.  As
suggested in the Comment Letter, if these responses are acceptable to the
Commission, we will incorporate the changes into the Company’s Definitive Proxy
Statement.  The numbered paragraphs below correspond to the numbered
comments in the Comment Letter.  Page references are to pages in the
Amended Proxy Statement.

    General

    1.           The
Company anticipates mailing the Definitive Proxy Statement to shareholders on or
before February 11, 2008. The Company acknowledges that if the Definitive Proxy
Statement is not mailed by February 11, 2008, it may be required to update the
financial statements in the Definitive Proxy Statement.

    Table
of Contents, page vi

    2.           We
will appropriately revise descriptions of the Annexes in the Table of Contents
and the references within the Definitive Proxy Statement to the
annexes.   With respect to certain of the Commission’s specific
comments on this point:

              ·

              The
      description of Annex F in the Table of Contents will read as
      follows:  “Annex F: Amendment to the Share Subscription
      Agreement Dated September 16, 2007, entered into on December 21, 2007 by
      and among India Globalization Capital, Inc., Techni Bharathi Limited and
      the persons named as Promoters
therein.”

              ·

              The
      description of Annex I in the Table of Contents will read as follows:
      “Annex I: Letter Agreement dated January 8, 2008 by and among India
      Globalization Capital, Inc., Odeon Limited, and Techni Bhararti Limited
      amending the Share Purchase Agreement dated September 21, 2007 by and
      among India Globalization Capital, Inc. and Odeon
      Limited”.  This is consistent with the Company’s description of
      the agreement elsewhere in the Proxy Statement. See, e.g., the following
      disclosure under the caption “Odeon Share Purchase Agreement” on page 67
      of the Amended Proxy Statement:  “On January 8, 2008, IGC
      entered into a letter agreement with TBL and Odeon (the “Odeon Amendment”)
      amending the Odeon Purchase
Agreement.”

              ·

              The
      references to the acquisition agreements being attached as annexes A-G is
      inadvertent and will be revised to refer to annexes
  A-I.

              ·

              The
      references to the CWEL agreements as being attached as annexes I and J is
      inadvertent and will be revised to refer to annexes J and
    K.

              ·

              The
      references to the stock plan as being attached as annex K is inadvertent
      and will be revised to refer to annex
L.

                  Writer’s
      direct phone

                  (312)
      460-5962

                  Writer’s
      e-mail

                  mblount@seyfarth.com

                    Securities
      and Exchange Commission

                    Attn:   Pamela
      A. Long

                    February
      6, 2008

                    Page
      2

    Q.
If I have conversion rights, how do I exercise them?, page 21

    3.           The
reference to $5.82 is inadvertent. We will revise the language in the Definitive
Proxy Statement to read as follows:  “Based on the amount of cash held
in the trust account as of September 30, 2007, including interest accrued as of
that date and net of estimated taxes, you will be entitled to convert each share
of common stock that you hold into approximately $5.89”.

    Comparable
Transactions, page 51

    4.           We
will add the following sentence to the end of the paragraph following the table
in the “Comparable Transactions” Section:  “The total amount of money
in escrow as on September 30, 2007 is $67,091,690.”.

    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.

    Very
truly yours,

    SEYFARTH
SHAW LLP

    /s/
Michael Blount

    Michael
E. Blount

              cc:

              Ram
      Mukunda

              Edward
      M. Kelly