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CORRESP
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August 17, 2016

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jan Woo, Legal Branch Chief Office of Information Technologies and Services

    Jeffrey Kauten, Attorney-Adviser

 Re: Net Element, Inc.

Registration Statement on Form S-1 Filed July 20, 2016

File No. 333-212591

This letter is on behalf of Net Element,
Inc. (the “Company,” “we,” “our” or “us”) in response to your comments of August
4, 2016 regarding the Company’s Registration Statement on Form S-1 that was filed on EDGAR on July 20, 2016 (the “Registration
Statement”). For convenience of reference, we have set forth your comments in bold below, with the Company’s response
following each comment.

General

 1. We note that you are registering a significant number of your outstanding shares (not held by
affiliates) for resale pursuant to an equity line financing. Given the size of this offering, it appears that this may be a primary
offering that can proceed on an “at the market” basis under Rule 415(a)(4) only if the company is eligible to conduct
a primary offering on Form S-3. Please advise regarding your basis for determining that the equity line financing transaction is
appropriately characterized as a transaction that is eligible to be made pursuant to Rule 415(a)(1)(i) of the Securities Act of
1933. For guidance, refer to Questions 139.12 through 139.24 of the Securities Act Sections Compliance and Disclosure Interpretations.
Alternatively, please amend your registration statement to register no greater than one-third of your public float, excluding shares
beneficially owned by your affiliates.

In response to this comment,
the Company amended the Registration Statement to register one-third of the Company’s public float, excluding shares beneficially
owned by the Company affiliates.

Cover Page

 1. Please revise the cover page to include disclosure regarding concurrent offerings and disclose
the total number of shares that are being concurrently offered. Provide the file numbers and the number of shares available under
them.

In response
to this comment, the Company revised the cover page to include disclosure regarding other effective registration statements filed
by the Company, under which, even though no securities are currently offered concurrently with this Registration Statement, certain
shares could be offered from time to time by the Company and/or certain selling security holders named therein. The Company also
disclosed the total number of shares that may be so offered under such other concurrently effective registration statements of
the Company.

Plan of Distribution, page 15

 2. Because ESOUSA Holdings, LLC is an underwriter of the proposed offering, it may not rely on
Rule 144 to sell its shares. Please revise to remove references to ESOUSA Holdings, LLC being able to rely on Rule 144.

In response
to this comment, the Company revised the Registration Statement to remove references to ESOUSA Holdings, LLC being able to rely
on Rule 144.

If you have any additional questions or
comments, please feel free to contact me directly at 305.588.0122 or Serge V. Pavluk of Snell & Wilmer L.L.P. at 714.427.7442.

Sincerely,

    /s/  Jonathan New

    Jonathan New

    Chief Financial Officer

    Net Element, Inc.