Room 4561
								December 22, 2005

Corey M. Horowitz
Chairman and CEO
Network-1 Security Solutions, Inc.
445 Park Avenue, Suite 1028
New York, NY  10022

	Re:	Network-1 Security Solutions, Inc.
		Amendment No. 1 to Registration Statement on Form S-2
		Filed September 27, 2005
		File No. 333-126013

		Form 10-K/A for the year ended December 31, 2004
		Form 10-Q/A for the period ended June 30, 2005
		File No. 1-15288

Dear Mr. Horowitz:

	This is to advise you that we urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that they have
provided
all information investors require for an informed decision.  Since
the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      Notwithstanding our comments previously issued, in the event
the company requests acceleration of the effective date of the
pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

* 	  should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendments for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      	Please direct any questions you may have to Maryse
Mills-
Apenteng at 202-551-3457 or, in her absence, the undersigned 202-
551-
3730.

								Sincerely,



      								Barbara C. Jacobs
      								Assistant Director


cc:  	Sam Schwartz, Esq.
      	Eiseman Levine Lehrhaupt & Kakoyiannis, P.C.



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Corey M. Horowitz
Network-1 Security Solutions, Inc.
December 22, 2005
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