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: RUBENSTEIN MARILYN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-13	Common Stock	J	1049	—	Acquired	1049	Direct
2004-04-13	Common Stock	J	294810	—	Acquired	294810	Indirect
2004-04-13	Common Stock	J	73468	—	Acquired	73468	Indirect
2004-04-13	Common Stock	J	235848	—	Acquired	309316	Indirect
2004-04-13	Common Stock	J	73468	—	Acquired	207248	Indirect
2004-04-13	Common Stock	J	412735	—	Acquired	619983	Indirect
2004-04-13	Common Stock	J	146838	—	Acquired	298566	Indirect
2004-04-13	Common Stock	J	530660	—	Acquired	829226	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-13	Series D Convertible Preferred Stock	$	J	495	Disposed		Common Stock (1049)	Direct
2004-04-13	Series E Convertible Preferred Stock	$	J	117924	Disposed		Common Stock (294810)	Indirect
2004-04-13	Series D Convertible Preferred Stock	$	J	34689	Disposed		Common Stock (73468)	Indirect
2004-04-13	Series E Convertible Preferred Stock	$	J	94339	Disposed		Common Stock (235848)	Indirect
2004-04-13	Series D Convertible Preferred Stock	$	J	34689	Disposed		Common Stock (73468)	Indirect
2004-04-13	Series E Convertible Preferred Stock	$	J	165094	Disposed		Common Stock (412735)	Indirect
2004-04-13	Series D Convertible Preferred Stock	$	J	69379	Disposed		Common Stock (146838)	Indirect
2004-04-13	Series E Convertible Preferred Stock	$	J	212264	Disposed		Common Stock (530660)	Indirect

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 D Convertible Preferred Stock and Series E Convertible Preferred Stock owned by the Reporting Person were exchanged for shares of Common Stock.

F2: The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

F3: The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock became convertible upon issuance.

F4: The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock do not have an expiration date.