NETWORK-1 TECHNOLOGIES, INC. — Director's Dealing 2005

Feb 14, 2005

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NETWORK 1 SECURITY SOLUTIONS INC (NSSI.OB)
CIK: 0001065078
Period of Report: 2004-12-31

Reporting Person: HOROWITZ COREY M (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-30	Common Stock, $.01 par value per share	G	11250	—	Disposed	475053	Direct
2004-12-30	Common Stock, $.01 par value per share	G	7500	—	Acquired	7500	Indirect
2004-12-30	Common Stock, $.01 par value per share	G	11250	—	Disposed	78720	Indirect
2004-12-30	Common Stock, $.01 par value per share	G	15000	—	Acquired	15000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 par value per share	2867800	Indirect
Common Stock, $.01 par value per share	2291	Indirect

Footnotes

F1: On December 30, 2004, Mr. Horowitz and his wife, Donna Slavitt, each transferred by gift an aggregate of 11,250 shares to two trusts and a custodian account for the benefit of their three children.

F2: These shares of Common Stock of the Issuer are held by Horowitz Partners, a general partnership of which Mr. Horowitz is a partner. Mr. Horowitz disclaims beneficial ownership of the shares held by Horowitz Partners except to the extent of his pecuniary interest therein.