March
23,
2007
VIA
FACSIMILE & OVERNIGHT COURIER
(202)
772-9210
Mark
P.
Shuman
Branch
Chief-Legal
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F
Street, N.E.
Washington,
DC 20549
| RE: |
|
NetSol Technologies, Inc. |
| |
|
Registration
Statement on S-3 |
| |
|
Filed January 26, 2007 |
| |
|
File No.
333-140248 |
Dear
Mr.
Shuman:
NetSol
Technologies, Inc. hereby requests acceleration of the effectiveness of the
above referenced registration statement to March 26, 2007 at 2:00 p.m. Eastern
Standard Time.
As
requested by the Commission's February 22, 2007 comment letter, NetSol
Technologies, Inc. hereby acknowledges that the disclosure in the registrant's
registration statement File No. 333-140248 is the responsibility of the
registrant. The registrant acknowledges: that should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective,
it
does not foreclose the Commission from taking any action with respect to the
filing; the action of the Commission or the staff, pursuant to delegated
authority, in declaring the filing effective, does not relieve NetSol
Technologies, Inc. from its full responsibility for the adequacy and accuracy
of
the disclosure in the filing; and, NetSol Technologies, Inc. may not assert
staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Thank
you
for your attention to this matter. Please contact the undersigned at (818)
222-9195 ext. 110 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.
Hugh
Fuller, SEC