Room 4561

	January 12, 2006

Mr. Naeem Ghauri
Chief Executive Officer
NetSol Technologies, Inc.
23901 Calabasas Road, Suite 2072
Calabasas, California 91302

Re:	NetSol Technologies, Inc.
	Post-effective Amendment No. 8 to Registration Statement on
Form
SB-2
	Filed December 21, 2005
	File No. 333-116512

Dear Mr. Ghauri:

      We have reviewed your filing and have the following
comments.

Draft Form 10-QSB/A for the quarter ended March 31, 2005

Item 3. Controls and Procedures

Prior Comment No. 1

1. You appear to have substituted management`s assessment on
disclosure controls and procedures (Item 307 of Regulation S-B)
with
management`s assessment on the company`s internal control over
financial reporting (Item 308 of Regulation S-B).  Tell us why you
considered it appropriate to remove management`s assessment on
disclosure controls and procedures.  Note that a company that is
not
an accelerated filer is not required to provide Item 308
disclosures
until its first fiscal year ending on or after July 15, 2007 (SEC
Release No. 33-8618).  See paragraph II.D of Release No. 33-8238
for
the differences between internal control over financial reporting
and
disclosure controls and procedures.

2. Our prior comments have been focused on why management believed
that the disclosure controls and procedures were effective in
light
of the multiple restatements.  Note that disclosure controls and
procedures will include those components of internal control over
financial reporting that provide reasonable assurances that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting
principles.  As such, revise your draft Form 10-QSB/A for the
quarterly period ended March 31, 2005 to provide management`s
assessment of the Company`s disclosure controls and procedures.
That
is, the disclosure that you provided should be in the context of
disclosure controls and procedures.

Form 10-KSB for Fiscal Year Ended June 30, 2005

Notes to Consolidated Financial Statements

Note 11 - Convertible Debenture, page F-31

Prior Comment No. 2

3. We note in your response that the amended agreement "in effect
rescinded the original agreement and established a new agreement."
Tell us how management evaluated this exchange of an outstanding
debt
instrument for a new debt instrument under EITF 96-19.   In this
regard, explain how management determined if the old and new debt
instruments have substantially different terms.


*              *              *              *


      As appropriate, please amend your filings 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.

      You may contact Jason Niethamer at (202) 551-3855 if you
have
questions or comments on the financial statements and related
matters.  Please contact Daniel Lee at (202) 551-3477, or Perry
Hindin at (202) 551-3444, for assistance on other matters.  If you
need further assistance, you may contact me at (202) 551-3462.

	Sincerely,


	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Patti L.W. McGlasson
	NetSol Technologies, Inc.
	Telephone: (818) 222-9195
	Facsimile:  (818) 222-9197