SecProbe.io

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MAIL STOP 3561

      September 30, 2005

Mr. Raju Panjwani, Chairman
Phoenix India Acquisition Corp.
711 Fifth Avenue, Suite 401
New York, New York 10022

Re:	Phoenix India Acquisition Corp.
		Registration Statement on Form S-1
      Filed August 31, 2005
		File No. 333-128008

Dear Mr. Panjwani:

      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. 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 toward 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.
3. We note your disclosure concerning the ability of the company
to
enter into multiple combination transactions while still meeting
the
80% of net assets test.  Please provide additional disclosure to
discuss the special issues and concerns that would arise in
attempting to consummate the acquisition of several operating
businesses at the same time.  As appropriate, include risk factor
disclosure.
4. Supplementally discuss the reason for and basis behind the
decision to defer a portion of the underwriter`s compensation.
Disclose in the prospectus the rate of interest that the deferred
fees and expenses will earn until an initial transaction is
consummated. As applicable, discuss whether such deferment
provision
will apply to other members of the underwriting syndicate and if
so,
how such deferment obligation will be allocated among the members
of
the underwriters` syndicate.
5. Please also discuss the applicability or inapplicability of
Regulation M to the contingent nature of the underwriter
compensation
arrangements.  Please address in your discussion when any
applicable
restricted period would end.  Further, advise whether the
underwriter
may or will act as a finder of business acquisitions for the
company,
and the applicability or inapplicability of Regulation M should
the
underwriter act as a finder.
6. 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.

Prospectus Cover Page
7. Please limit the cover page to one EDGAR page pursuant to Item
501(a) of Regulation S-B and include only the disclosure required
by
that Item.

Prospectus Summary
8. Remove the first two (italicized) paragraphs.
9. Give the full name of IDC.
10. You disclose under "Offering proceeds to be held in trust"
that
prior to the completion of a business combination, no fees,
reimbursements or cash payments will be made to your existing
shareholders except as stipulated.  This disclosure suggests that
fees, reimbursements or cash payments may or will be made to such
persons following a business combination.  Please clarify.
11. We note from Exhibit 10.2 that your existing shareholders have
agreed to waive their conversion rights with respect to their
insider
shares and their IPO shares.  We are unable to locate, however,
the
agreement whereby they have waived their conversion rights with
respect to shares purchased in the aftermarket.
12. Under "Escrow of existing stockholders` shares," you disclose
that units will be released from escrow upon the occurrence of
certain events, including a business combination or a change in
control.  Since it is possible a change in control could result
from
a business combination, please clarify the change in control
scenarios contemplated.

Risk Factors, page 8
13. The eighth risk factor does not appear to represent a material
risk in this case, where the persons indicated will beneficially
own
only 20% of the outstanding shares after the successful offering.
14. Please identify the key personnel referenced in risk factor
nine.
15. Affirmatively state in risk factor 11 whether any of your
officers, directors, or affiliates have ever been associated with
blank check companies.
16. The 14th risk factor is generic, common to all small
businesses
and should be deleted.
17. Risk factor 17 is generic and should be deleted.
18. Please avoid the generic conclusion you reach in risk factors
26
and 27 that the risk could "adversely affect" or have a "material
adverse impact" on your operations.  Instead, replace this
language
with specific disclosure of how your future operations would be
affected.

Use of Proceeds, page 21
19. You appear to have allocated proceeds not held in trust to due
diligence in three separate line items: the first, the third 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.
20. Please note the type-size of footnotes under this caption, and
elsewhere in the prospectus, must be the same legibility as the
body
of the document; see Rule 420(a) of Regulation C.
Proposed Business, page 28
21. Please elaborate on your follow-on acquisition strategy to
discuss the types of target companies and industries you will
seek,
the manner in which such targets will "augment" your business, the
relevant characteristics of such targets, and the manner in which
the
transaction(s) will be financed and structured.  Disclose whether
any
such targets have already been identified and whether or not any
such
targets are or will be associated with any of your existing
shareholders or affiliates thereof.
Management, page 38
22. Please identify the federal district and appellate courts in
which the case involving Mr. Phansalkar was brought, the case
names,
the parties, and the final disposition of the claims.
23. Under Executive Compensation, please state the fees paid to
"affiliates of certain of our officers", name the officers and
clarify the affiliation.
Principal Stockholders, page 41
24. We note reference to Rule 462(b) both here and in the Certain
Transactions section.  Explain what this rule is.  Prior to going
effective, supplementally confirm that you have no intention of
increasing the offering size.  In addition, supplementally advise
as
to why you have agreed to issue shares in the form of a stock
dividend to the existing shareholders given that you have also
issued
them an option to purchase such additional shares as would be
necessary to maintain their 20% ownership level.
25. We note that Messrs. Panjwani, Akella, Wadekar and Phansalkar
have agreed to purchase warrants in the open market following the
offering.  Clarify whether they are obligated to purchase any
specific amount of warrants following the offering.  Indicate the
specific information that they will look at in determining to
purchase warrants in the open market following the offering.  In
addition, discuss whether a purpose of such purchases is to
stabilize
prices and if so, discuss what may happen to market prices after
all
such purchases are made.
26. Please also address the applicability or inapplicability of
Regulation M in the context of the warrant repurchase agreements
contained within your registration statement.
27. The options granted to your existing shareholders to purchase
shares of common stock in order to maintain their 20% ownership
after
the offering appear to have been given without any  consideration.
As such, we view the grant of the options as a form of
consideration,
and we request that you include the information required under
Item
402 of Regulation S-K.
Description of Securities, page 45
28. Disclose the factors that Rodman & Renshaw will consider in
its
determination whether to allow for separate trading of the common
stock and the warrants prior to the earlier of the over-allotment
option expiring or the full exercise thereof.
Underwriting, page 50
29. Tell us whether the representative or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures to us
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously described to and cleared by the
Office of Chief Counsel.
30. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.
31. If the company or the underwriters intend to engage a directed
share program in conjunction with this offering, please describe
to
us the mechanics of how and when these shares were or will be
offered
and sold to investors in the directed share program for this
offering.  For example, tell us how the prospective recipients and
number of reserved shares is determined.  Tell us how and when the
company and underwriter notified or will notify the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities, including how and when any communications are
sent or received or funds are received by the underwriters or you.
How do the procedures for the directed share program differ from
the
procedures for the general offering to the public?  Provide us
with
copies of all written communications with prospective purchasers
about the directed share program.
32. Section 6.2 of the underwriting agreement appears to allow
less
than all of the shares to be offered in the event of a default by
an
underwriter of more than 10%.  The agreement gives the right, but
not
the obligation, to terminate the agreement. It is therefore, in
our
judgment, not a firm commitment arrangement. Please revise the
agreement or the prospectus.
Financial Statements

Statement of Stockholders` Equity, F-6
33. Your disclosure indicates that 3,125,000 shares of common
stock
were issued on July 13, 2005 at $.01 per share.  Your disclosures
in
Item 15 (Recent Sales of Unregistered Securities) on page II-4
however, indicates the shares were issued on July 21, 2005 at
$.008
per share.  Please clarify this inconsistency.  In this
connection,
please ensure the date disclosed on F-12, as it relates to the
common
stock purchase warrants (July 31, 2005) is correct.

Notes to Financial Statements

Note 6 - Commitments and Contingencies
34. We noted, in the first paragraph on F-11, the assumptions used
in
your estimate of the fair value of the underwriter purchase option
(UPO), particularly the expected life of five years.  The final
sentence in this paragraph however, indicates that you used an
expected life of four years.  Your disclosure is ambiguous, please
revise.   In addition, please disclose the aggregate fair value of
the UPO.

Other
35. Please provide a currently dated consent of the independent
accountants with any amendment to the registration statement.

Part II

Item 16.  Exhibits and Financial  Schedules
36. Exhibits 10.1-10.5 are not signed.  Please file executed
copies.
37. We also note that a number of exhibits, including the opinion
and
consent of counsel, remain to be filed by amendment.
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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* 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; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information 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 the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective