Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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OMB Number:

3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RUBENSTEIN BARRY

2. Issuer Name and Ticker or Trading Symbol
NETWORK 1 SECURITY SOLUTIONS INC [NSSI.PK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

68 WHEATLEY RD

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2004

(Street)

BROOKVILLE, NY 11545

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/13/2004		J⁽¹⁾		1,049	A	⁽¹⁾	32,089	D
Common Stock	04/13/2004		J⁽¹⁾		117,923	A	⁽¹⁾	150,012	D
Common Stock	04/13/2004		J⁽¹⁾		235,848	A	⁽¹⁾	1,430,507	I ⁽²⁾	By Wheatley Partners II, L.P.
Common Stock	04/13/2004		J⁽¹⁾		216,980	A	⁽¹⁾	216,980	I ⁽²⁾	By Wheatley Partners, L.P.
Common Stock	04/13/2004		J⁽¹⁾		18,868	A	⁽¹⁾	18,868	I ⁽²⁾	By Wheatley Foreign Partners, L.P.
Common Stock	04/13/2004		J⁽¹⁾		294,810	A	⁽¹⁾	294,810	I ⁽²⁾	By Brookwood Partners, L.P.
Common Stock	04/13/2004		J⁽¹⁾		73,468	A	⁽¹⁾	73,468	I ⁽²⁾	By Woodland Partners
Common Stock	04/13/2004		J⁽¹⁾		235,848	A	⁽¹⁾	309,316	I ⁽²⁾	By Woodland Partners
Common Stock	04/13/2004		J⁽¹⁾		73,468	A	⁽¹⁾	207,248	I ⁽²⁾	By Seneca Ventures
Common Stock	04/13/2004		J⁽¹⁾		412,735	A	⁽¹⁾	619,983	I ⁽²⁾	By Seneca Ventures
Common Stock	04/13/2004		J⁽¹⁾		146,838	A	⁽¹⁾	298,566	I ⁽²⁾	By Woodland Venture Fund
Common Stock	04/13/2004		J⁽¹⁾		530,660	A	⁽¹⁾	829,226	I ⁽²⁾	By Woodland Venture Fund
Common Stock	04/13/2004		J⁽¹⁾		1,049	A	⁽¹⁾	1,049	I ⁽²⁾	By Marilyn Rubenstein (wife)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

495

⁽³⁾

⁽⁴⁾

Common Stock

1,049

⁽¹⁾

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

47,169

⁽³⁾

⁽⁴⁾

Common Stock

117,923

⁽¹⁾

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

94,339

⁽³⁾

⁽⁴⁾

Common Stock

235,848

⁽¹⁾

I ⁽²⁾

By Wheatley Partners II, L.P.

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

86,792

⁽³⁾

⁽⁴⁾

Common Stock

216,980

⁽¹⁾

I ⁽²⁾

By Wheatley Partners, L.P.

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

7,547

⁽³⁾

⁽⁴⁾

Common Stock

18,868

⁽¹⁾

I ⁽²⁾

By Wheatley Foreign Partners, L.P.

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

117,924

⁽³⁾

⁽⁴⁾

Common Stock

294,810

⁽¹⁾

I ⁽²⁾

By Brookwood Partners, L.P.

Series D Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

34,689

⁽³⁾

⁽⁴⁾

Common Stock

73,468

⁽¹⁾

I ⁽²⁾

By Woodland Partners

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

94,339

⁽³⁾

⁽⁴⁾

Common Stock

235,848

⁽¹⁾

I ⁽²⁾

By Woodland Partners

Series D Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

34,689

⁽³⁾

⁽⁴⁾

Common Stock

73,468

⁽¹⁾

I ⁽²⁾

By Seneca Ventures

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

165,094

⁽³⁾

⁽⁴⁾

Common Stock

412,735

⁽¹⁾

I ⁽²⁾

By Seneca Ventures

Series D Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

69,379

⁽³⁾

⁽⁴⁾

Common Stock

146,838

⁽¹⁾

I ⁽²⁾

By Woodland Venture Fund

Series E Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

212,264

⁽³⁾

⁽⁴⁾

Common Stock

530,660

⁽¹⁾

I ⁽²⁾

By Woodland Venture Fund

Series D Convertible Preferred Stock

⁽¹⁾

04/13/2004

J⁽¹⁾

495

⁽³⁾

⁽⁴⁾

Common Stock

1,049

⁽¹⁾

I ⁽²⁾

By Marilyn Rubenstein (wife)

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RUBENSTEIN BARRY 68 WHEATLEY RD BROOKVILLE, NY 11545		X

Signatures

/s/ Barry Rubenstein		04/14/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock became convertible upon issuance.
(4)	The Series D Convertible Preferred Stock and the Series E Convertible Preferred Stock do not have an expiration date.

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