SecProbe.io

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MAIL STOP 3561

      October 21, 2005

Mr. Matty Karp, Chairman
Israel Growth Partners Acquisition Corp.
Ziv Towers, Building D
24 Raoul Wallenberg St.
Tel-Aviv 69719
Israel

Re:	Israel Growth Partners Acquisition Corp.
		Registration Statement on Form S-1
      Filed September 15, 2005
		File No. 333-128355

Dear Mr. Karp:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  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 necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.
2. Tell us the factors you considered in determining to value this
offering at $51,710,000 and offer the Series A units at $10.50 per
unit and the Series B units at $10.10 per unit.  What factors did
you
consider when determining that you might need $46,460,000 in the
trust fund to effect the business combination contemplated by the
registration statement?  Discuss the specific factors and
motivations
behind the valuation.  Please note in particular that we are not
seeking simply whether or not you have "a specific business
combination under consideration" but are looking more to the type,
nature and results to date of any and all diligence, evaluations,
discussions (formal or informal), negotiations and/or other
similar
activities undertaken, whether directly by the company, an
affiliate
thereof, or an unrelated third party, with respect to a business
combination transaction involving the company.  This includes the
time period before the company`s corporate existence was
established
on August 1, 2005 and encompasses any and all evaluations and/or
discussions that may have taken place prior to the involvement of
the
principals with the formal entity of Israel Growth Partners
Acquisition Corp. Given management`s extensive and high-level
experience in the technology sector and in various business
affairs
within and related to Israel, as well as certain of your
affiliates`
relationship with Mercator Partners Acquisition Corp.
("Mercator"), a
blank check company that recently completed an IPO, the precise
nature of management`s knowledge about its ability to effect a
combination with a company affiliated with Israel whose fair
market
value is equal to at least 80% of the company`s net assets may be
material information for which appropriate disclosure is required.
We may have further comment.
3. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view towards disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank check companies have
engaged
in the desired business combination outlined in the prospectus.
To
assist the staff in this regard, please present the information in
a
tabular format.
4. We note that the company has marked the box on the registration
statement facing page indicating that delivery of the prospectus
is
expected to be made in compliance with Rule 434.  Please
supplementally discuss the circumstances in which the company
intends
to utilize the provisions of Rule 434 and how the company intends
to
comply with the requirements of Rule 434.
5. Please clarify, in the forepart of the prospectus, whether the
officers and directors can purchase Series A units in the offering
or
in the open market.

Registration Statement Facing Page
6. The registration statement fee table indicates that you are
registering 2,475,000 Class W warrants and 2,475,000 Class Z
warrants
that were previously issued to your officers, directors and
advisors.
Registration of such warrants would appear to constitute a
secondary
offering by these shareholders.  Please advise and amend your
registration statement as appropriate to reflect this fact.  We
may
have further comment.
7. We are unable to locate the shares of common stock underlying
the
Series A and Series B units.  Please advise or revise.
8. We note that the registration statement covers "any additional
securities that may be offered or issued in connection with any
stock
split, stock dividend or similar transaction."  Please revise the
disclosure to state that the additional shares of common stock may
be
offered or issued "to prevent dilution resulting from stock
splits,
stock dividends or similar transactions."

Prospectus Cover Page
9. Please revise your cover page to 10 point roman type.  See Rule
420.
10. Please revise the first paragraph to indicate the offering
price
per unit.
11. Limit your disclosure to only that information required by
Item
501 of Regulation S-B.  We specifically refer you to disclosure
referencing the unit symbols and the disclosure that the units,
common stock and warrants will be quoted on the OTC Bulletin
Board.

Prospectus Summary, page 1
12. Much of the disclosure provided in the first several
paragraphs
relates to the technology industry.  If you intend to focus on
this
sector, this fact should be disclosed on the cover page, in the
Summary and in the Business section, along with an appropriate
discussion of this industry.  If you do not intend to focus on the
technology sector, we are confused why you have included
disclosure
specifically addressing such sector in the Summary.
13. You state that you have not engaged or retained any agent or
other representative to identify or locate an acquisition
candidate.
Clarify this statement by also disclosing the fact that the
HCFP/Brenner has been engaged to act as your investment banker in
a
business combination.
14. Clarify whether the "Current Report on Form 8-K" will be
distributed to unit holders.
15. We note you cross-reference the section "Class Z Warrants -
Redemption" to describe how the redemption criteria were
established.
Revise the registration statement to delete the use of cross-
references from the forepart of the prospectus including the
disclosure in the risk factors section except for the cross-
reference
to the risk factors on the cover page.
16. Please include the proposed OTCBB symbols for your shares of
common stock and warrants.
17. You disclose under "Limited payments to insiders" that no fees
or
cash payments will be paid to any existing shareholders, officers,
directors or affiliates prior to a business combination.  This
disclosure suggests that fees or cash payments may or will be made
to
such persons following a business combination.  Please clarify.
18. Revise to clarify whether there is any limit on the amount of
out-of-pocket expenses that may be reimbursed and who will
determine
the reasonableness of these expenses.
19. Under "Distribution of proceeds held in trust to Class B
stockholders..." and in an appropriate risk factor, please state
the
amount per share that public stockholders of your Series B units
will
receive if you are forced to liquidate before a business
combination.
In this regard, we note the disclosure on page 8 that holders of
Series A units will bear all the costs of the offering, including
underwriting discounts and commissions.  We also note the
disclosure
in the table on page 61 which suggests that certain discounts and
expense allowances will be deducted from the Series B units.
Please
advise and reconcile.

Summary Financial Data, page 9
20. Please revise the fifth paragraph to indicate the approximate
dollar amount converted if 19.99% of the 9,200,000 shares are
converted under the conversion rights.
Risk Factors, page 10
21. Revise risk factor six to update the information to the latest
practicable date.  Also to address the number and value of similar
blank check companies that have filed with the Commission and have
not completed their initial public offerings.

22. Please identify in risk factor seven the executive officers
that
will be personally liable to ensure the funds in trust are not
reduced by vendor and other claims.  Explain "severally."
23. In risk factor seven, we note your disclosure that you "will
seek
to have" third parties execute agreements to waive any right,
title,
interest or claim to offering proceeds held in trusts.  In your
business section, please revise to elaborate on the factors you
would
consider when deciding to engage a third party that refuses to
execute any of the noted agreements.
24. Please explain the disclosure in the tenth risk factor that
"we
expect Messrs. Matty Karp, Carmel Vernia, Dror Gad and David
Silberg,
our executive officers, to remain associated with us in senior
management or advisory positions following a business
combination."
Please provide detailed disclosure in the business section
regarding
this matter.  State whether this may be a term of the business
combination agreement.  We may have further comment.
25. Reference is made to risk factor 12.  Specifically disclose
the
contractual and fiduciary obligations that Lior Samuleson has to
Mercator.  You state that "they may have conflicts of interest in
determining which entity a particular business opportunity should
be
presented."  Who is "they"?  Also, why do you say they "may" have
conflicts when it appears the named person "will" have conflicts
given his prior obligations to Mercator?   This fact should be
fully
discussed and highlighted.  Finally, disclose in this risk factor
Mercator`s specified target industry and the status of its search
efforts to date.
26. Expand the disclosure in risk factor 13 to also indicate the
amount of common stock, Class W warrants and Class Z warrants
owned
by officers and directors.
27. You disclose in risk factor 23 that you believe each non-
employee
director is "independent."  You also disclose on page 52 that your
directors may not be deemed "independent."  Please reconcile.

28. Please avoid the generic conclusion you reach in several of
your
risk factor narratives and subheadings that the risk could have an
"adverse effect," "material adverse effect" or "adversely affect"
your business, financial condition, or results of operations.
Instead, replace this language with specific disclosure of how
your
business, financial condition and operations would be affected.
See,
for example, risk factors 19, 20, 27, 29, 31-33.
29. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Many of your risk factors fit into this category and
you
should remove them.  For example see risk factors 9, 10, 14 and 33
under this section.  Please remove such risk factors and address
those issues later in the prospectus or revise to cite a
particular
risk.

Use of Proceeds, page 23
30. You appear to have allocated proceeds not held in trust to due
diligence in three separate line items: the first, the second and
the
fifth (reserves).  Either this allocation is duplicative or the
disclosure does not adequately discuss the specific due diligence
undertakings contemplated.  Please advise or revise.
31. Please clarify in footnote 1 the amount of offering expenses
already paid from the initial investment received from your
existing
shareholders.
32. In the use of proceeds table, use of net proceeds not held in
trust, we note the line item of $250,000 for "[l]egal, accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  Please
explain these expenses in more detail.
33. Please revise to indicate that there is no limit on the amount
of
these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than your board of
directors.

Dilution, page 25
34. Revise to add a footnote to show the fully dilutive effect
addressing the 4,950,000 warrants issued to the officers and
directors for $0.05 per warrant.

Proposed Business, page 30
35. Under "The Israeli Companies Law," specifically address how
the
Israeli Companies Law-1999 might impact or affect a proposed
business
combination with an Israeli company.   Consider addressing this
impact as a risk factor.
36. Under "Sources of target businesses," provide the basis for
your
belief that there are numerous acquisition candidates in Israel
for
you to target.
37. Under "Limited ability to evaluate the target business`
management," identify the current members of management that you
expect to remain associated with the company.  Explain
"associated."
We note the disclosure that such persons may receive cash payments
or
shares for services following a business combination and that such
payments would be negotiated at the time of negotiations for the
business combination.  Elaborate both here and in the Conflicts of
Interest section on the probable conflict that will result as
members
of management negotiate both the terms of the business combination
and the terms of payment for services to themselves.
38. Provide disclosure similar to that required by Item 101(g) of
Regulation S-K.

Conversion rights, page 39
39. Your disclosure indicates that it is "anticipated" that "the
funds to be distributed to Class B stockholders entitled to
convert
their Class B shares who elect conversion will be distributed
promptly after completion of a business combination."  Explain why
you anticipate that the funds will be distributed promptly and why
you have not disclosed that funds will be distributed promptly.
We
may have further comment.

Distribution of trust fund to Class B stockholders if no business
combination, page 39
40. Your disclosure indicates that you "anticipate" that your
"instruction to the trustee would be given promptly after the
expiration of the applicable 15-month or 21-month period."
Explain
why you "anticipate" that the instruction would be given promptly
and
why you have not disclosed that the instruction will be given
promptly.  We may have further comment.

Management, page 46
41. Disclose the dates Mr. Karp served on the board of the various
companies listed.
42. Revise to indicate the "other Concord portfolio companies"
where
Mr. Karp served on the Board of Directors.
43. Discuss the "various investment activities" engaged in by Mr.
Vernia since January 2005.  Disclose the dates he served as COO
and
CEO of Verint Systems.  Also clarify whether he held any
position(s)
from June 2002 through May 2003.
44. Discuss the business of Mercator Capital LLC under Mr.
Silberg`s
business description.  Indicate the type of research Mercator
Research pr