SecProbe.io

February 20 , 2013

Via E -Mail
Francesco Piovanetti
Chief Executive Officer
Net Element International Inc.
1450 South Miami Ave.
Miami, Florida 33130

Re: Net Element International, Inc.
 Post-Effective Amendment No. 2 to Form S -3
Filed February 12, 2013
 File No. 333-182076

Dear Mr. Piovanetti:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts a nd
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comme nts.

General

1. Please update your financial statements and related disclosures pursuant to Rule 8 -08 of
Regulation S -X.

2. Please refer to the comments in our letter dated February 15, 2013 concerning your
outstanding confidential treatment request.  All issues concerning your confidential
treatment requests must be resolved before your registration statement is declared
effective.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Francesco Piovanetti
Net Element International, Inc.
February 20, 2013
Page 2

 Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursu ant 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, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  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.

Please contact Allicia Lam at (202) 551 -3316 or me at (202) 551 -3462 with any questions.

Sincerely,

 /s/ Mark P. Shuman

        Mark P. Shuman
        Branch Chief -Legal

cc (by e -mail):  William N. Haddad, Esq.
 Reed Smith LLP