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

Apr 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.PK)
CIK: 0001065078
Period of Report: 2004-04-13

Reporting Person: WHEATLEY PARTNERS II LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-13	Common Stock	J	235848	—	Acquired	1430507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-13	Series E Convertible Preferred Stock	$	J	94339	Disposed		Common Stock (235848)	Direct

Footnotes

F1: Pursuant to an Exchange Agreement by and among the Company and the holders of the Company's Series D Convertible Preferred Stock and Series E Convertible Preferred Stock, the Series E Convertible Preferred Stock owned by the Reporting Person was exchanged for shares of Common Stock.

F2: The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock became convertible upon issuance.

F3: The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock do not have an expiration date.