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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LIEBER JONATHAN
  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)
80 CUTTERMILL ROAD, SUITE 302
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2004
(Street)

GREAT NECK, NY 11021
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)
Code V Amount (A) or (D) Price
Common Stock 04/13/2004   J(1)   29,480 A (1) 32,584 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)   18,366 A (1) 18,366 I (2) By Applegreen Partners
Common Stock 04/13/2004   J(1)   88,443 A (1) 106,809 I (2) By Applegreen Partners

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock (1) 04/13/2004   J(1)     11,792   (3)   (4) Common Stock 29,480 (1) 0 D  
Series E Convertible Preferred Stock (1) 04/13/2004   J(1)     94,339   (3)   (4) Common Stock 235,848 (1) 0 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) 0 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) 0 I (2) By Wheatley Foreign Partners, L.P.
Series D Convertible Preferred Stock (1) 04/13/2004   J(1)     8,672   (3)   (4) Common Stock 18,366 (1) 0 I (2) By Applegreen Partners
Series E Convertible Preferred Stock (1) 04/13/2004   J(1)     35,377   (3)   (4) Common Stock 88,443 (1) 0 I (2) By Applegreen Partners

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LIEBER JONATHAN
80 CUTTERMILL ROAD, SUITE 302
GREAT NECK, NY 11021
    X    

Signatures

 /s/ Jonathan Lieber   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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