Sec Form 4 Filing - Oliveira Steven Michael @ India Globalization Capital, Inc. - 2009-01-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Oliveira Steven Michael 2. Issuer Name and Ticker or Trading Symbol India Globalization Capital, Inc. [ IGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 18 FIELDSTONE COURT 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2009 (Street) NEW CITY, NY10956 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 01/09/2009 C 80,401 A 2,238,374 ( 2 ) I See Footnote ( 2 ) Common Stock, par value $0.0001 per share 01/09/2009 C 70,833 A 2,309,207 ( 4 ) I See Footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 5 01/09/2009 C 964,812 03/07/2008 03/03/2011 Common Stock 964,812 ( 1 ) 8 I See Footnote ( 5 ) Warrants $ 5 01/09/2009 C 849,996 03/07/2008 03/03/2011 Common Stock 849,996 ( 3 ) 4 I See Footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oliveira Steven Michael 18 FIELDSTONE COURT NEW CITY, NY10956 X Signatures /s/ Steven M. Oliveira 05/27/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 9, 2009, Steven Oliveira IRA, of which Mr. Oliveira is the Trustee, tendered a total of 964,812 warrants pursuant to the issuer's tender offer dated November 24, 2008, in exchange for 80,401 shares of common stock. ( 2 )Represents 1,957,973 shares owned by Oliveira Capital, LLC, of which Mr. Oliveira is the sole Managing Member, 200,000 shares owned by the Steven M. Oliveira 1998 Charitable Remainder Unitrust, of which Mr. Oliveira is Trustee, and 80,401 shares owned by Steven Oliveira IRA, of which Mr. Oliveira is the Trustee. ( 3 )On January 9, 2009, Oliveira Capital, LLC, of which Mr. Oliveira is the sole Managing Member, tendered a total of 849,996 warrants pursuant to the issuer's tender offer dated November 24, 2008, in exchange for 70,833 shares of common stock. ( 4 )Represents 2,028,806 shares owned by Oliveira Capital, LLC, of which Mr. Oliveira is the sole Managing Member, 200,000 shares owned by the Steven M. Oliveira 1998 Charitable Remainder Unitrust, of which Mr. Oliveira is Trustee, and 80,401 shares owned by Steven Oliveira IRA, of which Mr. Oliveira is the Trustee. ( 5 )Owned by Steven Oliveira IRA, of which Mr. Oliveira is the Trustee. ( 6 )Owned by Oliveira Capital, LLC, of which Mr. Oliveira is the sole Managing Member.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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