SecProbe.io

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MAIL STOP 3561

      November 10, 2005

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

Re:	Phoenix India Acquisition Corp.
		Amendment No. 1 to Registration Statement on Form S-1
      Filed October 18, 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.

General
1. Tell us the factors you considered in determining to value this
offering at $100,000,000 and offer the units at $8.00 per unit.
What
factors did you consider when determining that you might need
$90,800,000 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 July 13, 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
Phoenix India Acquisition Corp.  Given management`s extensive and
high-level experience in your target industry and in India
generally,
the precise nature of their knowledge about their ability to
effect a
combination with a company 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.

Prospectus Summary
2. Under "Offering proceeds to be held in trust," include
disclosure
in the bullet points regarding the option grants.
3. You disclose on page 22 that you believe the excess working
capital will be sufficient to cover reimbursement costs.  The
disclosure under "Offering proceeds to be held in trust" on page
six
states that your post-combination board will make determinations
with
respect to reimbursement of expenses.  Please reconcile these
statements or distinguish the "reimbursement costs" referenced on
page 22 from the "reimbursement of expenses" referenced on page
six.
4. Under "Escrow of existing stockholders` shares" and in risk
factor
12, please elaborate on what you mean by "change in control" and
discuss the likelihood that a business combination may be
structured
as a change in control and the impact that release of existing
stockholders` shares from escrow prior to one year following a
business combination will have.  With respect to the latter,
disclose
the reasons for requiring escrow of such shares for a period of
one
year following a business combination in the first place.  The
disclosure in the conflicts of interest section should highlight
this
change in control provision.   Finally, please advise where this
provision is set forth in the agreement.

Risk Factors, page 9
5. Affirmatively state in risk factor 10 whether any of your
officers, directors, or affiliates have ever been associated with
blank check companies.  See prior comment 15 to our letter dated
September 30, 2005.
6. It is the 14th risk factor that seems common to all business,
in
particular to all small businesses, and we suggest that it be
deleted.
Proposed Business, page 28
7. We note your revised disclosure in response to prior comment 21
to
our letter dated September 30, 2005 regarding your follow-on
acquisition strategy.  As requested, elaborate on this strategy by
discussing the types of target companies and product offerings you
will seek, the manner in which such targets will increase your
market
share, 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.  To the extent
they
will be or may be (as the disclosure suggests), provide a
discussion
of any and all affiliated entities that might satisfy your post-
business combination criteria.  Indicate whether such an
acquisition
strategy will be a term of any potential business combination,
including whether you already have specific targets, or otherwise,
in
mind.  If it will not be a term of a potential business
combination,
explain the basis for discussing such a strategy at this juncture.
Please note that we are note necessarily requesting that you
remove
the subject disclosure.
Management, page 40
8. The disclosure regarding the litigation involving Mr.
Phansalkar
should fully discuss the facts and circumstances surrounding the
claims, the final disposition of the claims and the amount, nature
and status of any judgment(s) rendered.  If federal securities
laws
were involved, please so state.

Conflicts of Interest, page 42
9. On page 43, please elaborate on your officers and directors`
"multiple business affiliations" and identify the same.  Identify
the
"multiple entities" and fully discuss their "similar legal
obligations" and "other fiduciary obligations."
10. We note that you have agreed not to consummate a business
combination with an entity which is affiliated with any of your
executive officers unless you obtain an opinion from an
independent
investment banking firm that the business combination is fair to
your
stockholders from a financial point of view.  Please discuss
whether
you will seek an opinion from an independent investment banking
firm
that the business combination is fair to your stockholders from a
financial point of view should you decide to consummate a business
combination with an affiliated entity as part of your follow-on
acquisition strategy.
Principal Stockholders, page 41
11. As requested in comment 24 to our letter dated September 30,
2005, prior to going effective, supplementally confirm that you
have
no intention of increasing the offering size.
12. Please also address the applicability or inapplicability of
Regulation M in the context of the warrant purchase agreements
contained within your registration statement.  In this regard, we
request that you inform the staff how the warrant purchase
agreement
satisfies all of the conditions and representations set forth in
the
Key Hospitality Letter.
13. We note that your officers and directors have arranged for
financing of up to 70% of the purchase price of their warrant
purchase commitments and that some portion of the units then owned
by
them will be transferred to the funding party as a fee, but that
the
units and underlying common and warrants will be subject to the
same
lock-up and voting restrictions as other securities owned by your
officers and directors.  Please explain to which lock-up and
voting
restrictions you are referring.
Financial Statements

Note 6 - Commitments and Contingencies, F-11
14. We read your response to prior comment 34 in our letter dated
September 30, 2005; however, we do not see where you have added
disclosure of the aggregate fair value of the UPO as you have
asserted.  Please revise or advise.

Part II

Item 15. Recent Sales of Unregistered Securities
15. Please disclose the exemption from registration of the units
issued on July 22, 2005 and the options issued on August 16, 2005
and
provide the basis for such exemption.

Item 16.  Exhibits and Financial Schedules
16. Exhibit 5.1 is not signed.  Please file an executed legality
opinion.
17. Exhibit 10.8 indicates that either Rodman or an independent
broker-dealer will purchase the warrants pursuant to the 10b-5(1)
plan.  Please revise to clarify which it will be.  If Rodman, how
can
you ensure that the warrant purchases will be made without access
to
or knowledge of non-public information given that you have granted
Rodman the right to have its designee present at all meetings of
your
board of directors.
18. Exhibit 10.9 applies to the following shares of common stock:
shares acquired in the IPO; shares acquired upon exercise of
options
currently held; and shares purchased in the aftermarket.  The
agreement does not appear to cover the 3,125,000 units issued
prior
to the IPO.  Please revise the agreement and file an executed
copy.
19. The option agreement filed as exhibit 10.10 was not signed.
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 Blaise Rhodes at (202) 551-3774 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:	Mitchell S. Nussbaum, Esq.
	Fax: (212) 407-4990

	Arthur S. Marcus, Esq.
	Gersten Savage, LLP
	600 Lexington Avenue
	New York, NY 10022

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Mr. Raju Panjwani
Phoenix India Acquisition Corp.
November 10, 2005
P. 1

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