Room 4561

	December 15, 2005

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. 6 to Registration Statement on
Form
SB-2
	Filed October 4, 2005
	File No. 333-116512

      Form 10-KSB/A for the fiscal year ended June 30, 2004
	Form 10-QSB/A for the fiscal quarter ended September 30, 2004
      Form 10-QSB/A for the fiscal quarter ended December 31, 2004
      Form 10-QSB for the fiscal quarter ended March 31, 2005
      Form 10-KSB for the fiscal year ended June 30, 2005
      Form 10-QSB for the fiscal quarter ended September 30, 2005
	File No. 0-22773

Dear Mr. Ghauri:

      We have reviewed your response letter dated July 22, 2005
along
with the above referenced filings and have the following
additional
comments.  These comments are in addition to those that we
provided
to you on December 12, 2005 on your legal disclosures. 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 comments are 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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

Item 3. Controls and Procedures

Prior Comment No. 6

1. We note in your response that the officers of the Company
continue
to believe that the majority of the restatement issues were as a
result of...a misapplication of accounting principles.  Note that
the
term disclosure controls and procedures is defined in Rule 13a-
15(e)
of the Exchange Act as controls and other procedures of an issuer
that are designed to ensure that information required to be
disclosed
by the issuer in the reports that it files or submits under the
Act
is recorded, processed, summarized and reported, within the time
periods specified in the Commission`s rules and forms.  For
example,
explain why your controls are effective when the accounting
treatment
for contingent consideration due to the CQ Systems acquisition was
improper and was not properly disclosed as required by paragraph
51(f) of SFAS 141.  The result of the failed controls was that
Form
10-Q`s as of December 31, 2004 or March 31, 2005 did not contain
the
information in accordance with GAAP.  Further, the restatements
were
the results of errors in applying GAAP and should not be
characterized as a "re-interpretation and/or re-application".
Since
the errors were not detected by controls in place at the time the
filings were filed and controls did not prevent these errors from
resulting in improper financial information being disclosed in the
financial statements, it is not clear why you believe those
controls
were effective.

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. 7

2. We note your response that you will no longer calculate the
fair
market value by using the 20-day average.  However, it appears
that
you are not using the appropriate date to calculate the beneficial
conversion feature of the convertible debt.  As indicated
previously,
once the conversion terms were set on May 4, 2004, you should have
computed the value of the beneficial conversion using the revised
conversion terms and the commitment date stock price.  Refer also
to
Issue 7 of EITF 00-27.  Note that "commitment date" should not be
later than the date of issuance or exchange.  See Issue 4 of EITF
00-
27 for definition of commitment date.

*              *              *              *

      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.  Similarly, a cover letter
addressing the comments on the periodic reports should be provided
no
later than 10 business days from the date of this letter.
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 or me at
202-
551-3730 if you have questions regarding the above comments.

	Sincerely,



	Stephen Krikorian
	Accounting Branch Chief

cc:	Via Facsimile
	Patti L.W. McGlasson
	Malea Farsai
	NetSol Technologies, Inc.
	23901 Calabasas Road, Suite 2072
	Calabasas, California 91302
	Telephone: (818) 222-9195
	Facsimile:  (818) 222-9197
Mr. Naeem Ghauri
NetSol Technologies, Inc.
December 15, 2005
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