SecProbe.io

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MAIL STOP 3561

      December 22, 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.
		Amendment No. 1 to Registration Statement on Form S-1
      Filed November 16, 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.

General
1. We refer to prior comment 12 in our letter dated October 21,
2005.
We continue to believe that much of the disclosure in the Summary
section and much of the disclosure in the Business section
regarding
Israel concerns technology related fields.  Given the current
disclosure and management`s broad based experience in the
technology
sector both within and outside of Israel, investors might easily
assume you intend to target companies in the technology fields.
To
the extent this is not the case, expand the disclosure to
encompass
the other material aspects of the Israeli economy and
infrastructure
that make Israel an attractive operating environment in which to
find
a target.  Otherwise, clarify your intent to locate a target in
the
technology, or related, industry.

Risk Factors, page 10
2. We note your response to comment 21.  Revise risk factor 6 to
address the number and value of similar blank check companies that
have filed with the Commission and have not completed their
initial
public offering.

3. We reissue prior comment 25 in our letter dated October 21,
2005.
Specifically disclose the contractual and fiduciary obligations
that
Lior Samuleson has to Mercator.
4. We note your response to comment 29.  We continue to believe
that
risk factors 14 and 33 are generic risk factors.  Please remove
such
risk factors and address those issues later in the prospectus.
5. Revise the subheading to risk factor 37 to reflect the risk
being
addressed.

Management, page 49
6. We reissue prior comment 44 in our letter dated October 21,
2005.
Please discuss the business of Mercator Capital LLC under Mr.
Silberg`s business description.  In this regard, we note your
response that Mr. Silberg is not affiliated with Mercator Capital
LLC.  We note, however, that Mr. Silberg is listed as a managing
director of Mercator Capital on that entity`s website.

Certain Transactions, page 55
7. Based on Mr. Silberg`s role as a managing director of Mercator
Capital LLC, we reissue prior comment 46 in our letter dated
October
21, 2005.  We note that Mr. Silberg, an executive officer and
director of the company, is also an affiliate of Mercator Capital
and
that Mercator Capital provides general and administrative services
to
Mercator.  We also note that Mercator Capital was an initial
shareholder of Mercator.  We therefore believe that Mercator
Capital
is an affiliate of Mercator.  We further note that Mercator
Research,
an entity that provides general and administrative services to the
company, also provides research and other services to Mercator
Capital and that Mercator Research and Mercator Capital both are
affiliated with Mr. Silberg.  We therefore believe that Mercator
Research and Mercator Capital are affiliates of each other.
We request that these related transactions, affiliations and
overlapping relationships be clarified and highlighted throughout
the
prospectus.  In doing so, we request that you disclose the exact
nature and value of the services rendered by Mercator Capital to
Mercator.  We also request that you disclose the exact nature and
value of the research and other services rendered by Mercator
Research to Mercator Capital and that you disclose whether these
services were rendered for the benefit of Mercator.  Please also
advise whether the research provided or the services rendered by
Mercator Research are the same services to be provided to the
company.
Given these relationships, we further request that you provide us
with a supplemental analysis addressing whether Mercator and the
company are affiliated and the potential conflicts this creates as
you both search for target businesses.  We also ask that you
affirmatively disclose whether any prior, current or ongoing
target
information or industry research might in any way be provided to
the
company by Mercator, its affiliates, Mercator Capital, or Mercator
Research.  We may have further comment.

Underwriting, page 62
8. We note various fees payable to Graubard Miller ("GM") in the
underwriting agreement, e.g., section 3.13.1.  Supplementally
advise
us whether such payments to underwriter`s counsel are typical in
these arrangements and whether such payments should be referenced
in
the prospectus as amounts due in addition to the underwriter`s
non-
accountable expense.  We also note that Graubard Miller has been
paid
a retainer to advise the company on certain Blue Sky related
matters.
This would appear to implicate the disclosure requirements of Item
509 of Regulation S-K.

Financial Statements

Notes to Financial Statements

Note 7 - Warrants and Option to Purchase Common Stock, F-9
9. We reviewed your disclosure in response to our prior comment
56;
noting equity classification of the warrants in accordance with
EITF
00-19 based on the physical settlement provisions of the warrants.
Considering the terms of the warrant agreement require the
warrants
to be settled in registered shares and registration of the
underlying
shares is not in the control of the company, it appears the
warrants
should be initially recorded as a liability at fair value (refer
to
paragraph 14 of EITF 00-19).  Further, at each balance sheet date
presented, this liability should be measured at fair value, with
changes in fair value reported in earnings and disclosed
accordingly
(refer to paragraph 9 of EITF 00-19).  Please revise or advise.
Please also provide us with your assumptions in determining the
fair
value of this liability at each balance sheet date presented.

Part II

Exhibits
10. Please revise your legality opinion to indicate that the
opinion
opines upon Delaware law including the statutory provisions, all
applicable provisions of the Delaware constitution and all
reported
judicial decisions interpreting those laws.

Closing Statements

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      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 contact Brian Bhandari at (202) 551-3390 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Robert J. Mittman
	Fax: (212) 885-5001

	David Miller
	Graubard Miller
	405 Lexington Avenue
	New York, NY 10174
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Mr. Matty Karp, Chairman
Israel Growth Partners Acquisition Corp.
December 22, 2005
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