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 *
HOROWITZ COREY M
   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)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last)
(First)
(Middle)
C/O CMH CAPITAL MANAGEMENT CORP., 445 PARK AVENUE, SUITE 1028		 3. Date of Earliest Transaction (Month/Day/Year)
04/13/2004
(Street)

NEW YORK, NY 10022		 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, $.01 par value per share 04/13/2004   J(1)   2,712,337 (2) A (1) 2,867,800 I By Corporation (3)
Common Stock, $.01 par value per share 04/13/2004   J(1)   88,442 (2) A (1) 89,970 I By Spouse
Common Stock, $.01 par value per share               486,303 D  
Common Stock, $.01 par value per share               2,291 I By General Partnership (4)

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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 $ 0 (5) 04/13/2004   J(1)     1,084,935   (6)   (7) Common Stock, $.01 par value per share 2,169,870 (1) 0 I By Corporation
Series E Convertible Preferred Stock $ 0 (5) 04/13/2004   J(1)     35,377   (6)   (7) Common Stock, $.01 par value per share 70,754 (1) 0 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOROWITZ COREY M
C/O CMH CAPITAL MANAGEMENT CORP.
445 PARK AVENUE, SUITE 1028
NEW YORK, NY 10022		   X   X   CEO and Chairman  

Signatures

 /s/ Horowitz, Corey M.   04/15/2004
**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, dated April 13, 2004, by and among the Issuer and all the holders of the Issuer's outstanding Series D and Series E Preferred Stock, the holders of such Preferred Stock agreed to exchange their shares of Preferred Stock for shares of Common Stock. In accordance with the Exchange Agreement, holders of Preferred Stock received 1.25 times the number of shares of Common Stock for each share of Common Stock that they would have received based upon the conversion rate of their Preferred Stock.
(2) Issued in exchange for Series E Preferred Stock.
(3) These securities are owned directly by CMH Capital Management Corp. ("CMH"), a corporation whose sole stockholder is Corey M. Horowitz.
(4) 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.
(5) Under the terms of the Certificate of Designations, Preferences and Other Rights and Qualifications of Series E Convertible Preferred Stock of the Issuer, each share of Series E Convertilbe Preferred Stock was convertible at any time into two (2) shares of Common Stock.
(6) The Series E Convertible Preferred Shares were convertible upon issuance. No additional payment was required for the conversion.
(7) The Series E Convertible Preferred Shares did not have an expiration date.

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