NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2004

Dec 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.OB)
CIK: 0001065078
Period of Report: 2004-12-21

Reporting Person: GRAIFMAN ROBERT (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-21	Common Stock, $.01 par value per share	P	100000	$1.00	Acquired	154777	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-21	Warrants to Purchase Common Stock (25,000)	$1.75	P	25000	Acquired	2007-12-21	Common Stock, $.01 par value per share (25000)	Direct
2004-12-21	Warrants to Purchase Common Stock (50,000)	$1.25	P	50000	Acquired	2007-12-21	Common Stock, $.01 par value per share (50000)	Direct

Footnotes

F1: The Warrants were purchased by Mr. Graifman together with the 100,000 shares of Common Stock as part of a private offering of securities by Network-1 Securities Solutions, Inc. for an aggregate price of $100,000.