NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2003

Nov 20, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.PK)
CIK: 0001065078
Period of Report: 2003-11-18

Reporting Person: FALCONSTOR SOFTWARE INC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-18	Series E Convertible Preferred Stock	$0.0000	S	1084935	Disposed		Common Stock, $.01 par value per share (2169870)	Direct

Footnotes

F1: Under the terms of the Certificate of Designations, Preferences and Other Rights and Qualifications of Series E convertible Preferred Stock of the Issuer, each share of Series E Convertilbe Preferred Stock is convertible at any time into two (2) shares of Common Stock.

F2: The Series E Convertible Preferred Shares became convertible upon issuance.

F3: The Series E Convertible Preferred Shares do not have an expiration date.

F4: The Reporting Person has warrants to purchase 500,000 shares and also held other warrants which expired unexercised.