November 18, 2008

VIA FACSIMILE & OVERNIGHT COURIER

(202) 772-9210

Stephen Krikorian

Accounting Branch Chief

Jason Niethamer

Mail Stop 4561

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-4561

RE: NetSol Technologies, Inc.

Form 8-K filed on November 10, 2008

Form 10-KSB/A for the Fiscal Year Ended June 30, 2008

File No. 000-22773

Dear Mr. Krikorian,

Follows is our response to your comment letter dated November 13, 2008.

Form 10-KSB/A for the Fiscal Year Ended June 30, 2008

Item 8A. Controls and Procedures, page 38

Management’s Report of Internal Control over Financial Reporting, page 38

Comment No. 1

We note that you have concluded that your internal control over financial reporting was effective at June 30, 2008, however, it does not appear that you have included a conclusion as to the effectiveness of your disclosure controls and procedures, as required by Item 307 of Regulation S-B. Amend your filings to provide management’s conclusion. Please note that you must conclude on the effectiveness of both disclosure controls and procedures and internal control over financial reporting, two distinct types of controls requiring independent disclosures pursuant to Items 307 and 308T of Regulation S-B, respectively.

Management’s conclusion required by Item 307 was inadvertently deleted from the final draft of our 10-KSB and 10-KSB/A. We have modified the controls and procedures sections of the Form 10-KSB as follows:

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Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America.

The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In preparing the Company’s 10-Q for the quarter ended September 30, 2008, Management discovered that there were errors in the manner in which the Company’s minority interest of its subsidiary was reported. Management determined that such error necessitated the restatement of its financial statements for the Fiscal Years Ended June 30, 2008, 2007 and 2006 as contained in our 10-KSB for the Fiscal Year Ended June 30, 2008. Our management, in consultation with our independent registered public accounting firm, has determined that the financial statements included therein overstated amount of our reported net income for the year ended June 30, 2008 and understatement of losses for the years ended June 30, 2007 and 2006, by approximately $2,229,824, $897,396 and $201,063, respectively.

Management evaluated the impact of this restatement on the Company’s assessment of its system of internal control. Based upon the definition of “material weakness” in the Public Company Accounting Oversight Board’s Auditing Standards No. 2, an Audit of Internal Control Over Financial Reporting in Conjunction With an Audit of Financial Statements, restatement of financial statements in prior filings with the SEC is a strong indicator of the existence of a “material weakness” in design or operation of internal control over financial reporting. Management has concluded that the controls in place relating to the accounting for minority interest were not effective to provide reasonable assurance that these items would be properly recorded and disclosed in the financial statements and that this is a material weakness in the Company’s internal control over financial reporting as of the fiscal year ended June 30, 2008, and disclosed this to the Audit Committee and to the independent registered public accountants.

Solely as a result of this material weakness in the Company’s internal control over financial reporting, management, including the Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s internal control over financial reporting as of June 30, 2008 was not effective to provide reasonable assurance regarding the financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles of the United States of America based on criteria set forth by the COSO of the Treadway Commission in their Internal Control—Integrated Framework.

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Disclosure Controls and Procedures

Management, under the supervision and with the participation of the chief executive officer and chief financial officer, conducted an evaluation of the disclosure controls and procedures as defined in Rule 13a-15(e) as of the fiscal quarter ended on June 30, 2008. Based upon that evaluation, the Chairman, Chief Financial Officer and Chief Executive Officer concluded that our disclosure controls and procedures were effective in that they failed to initially disclose include in the initial 10-KSB the conclusion regarding Disclosure Controls and Procedures.

Changes in Controls

Management has initiated an additional level of financial statement review as a result of the above referenced weakness designed to materially strengthen the Company’s internal controls over financial reporting.

Comment No. 2

Please tell us whether your officers have reconsidered the effectiveness of your disclosure controls and procedures and internal control over financial reporting for the periods impacted by the restatement. In addition, please confirm to us that you plan to address this reconsideration in light of the restatement and the related conclusions in the filing containing the restated financial statements.

Please see our response to Comment No. 1, we believe this addresses and responds to Comment No. 2.

The Company acknowledges that: the Company is responsible for the adequacy and accuracy of the disclosure and filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and, the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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Thank you for your attention to this matter. Please contact the undersigned (818) 222-9195 ext. 110, or Ms. Malea Farsai at (818) 222-9195 ext. 105 if you require any clarification or have any questions.

Very truly yours,

/s/ Patti L. W. McGlasson

Patti L. W. McGlasson

General Counsel

NetSol Technologies, Inc.

cc: Najeeb Ghauri, CEO, NetSol Technologies, Inc.

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