8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2004

NOCOPI TECHNOLOGIES, INC.
(Exact name of issuer as specified in charter)

MARYLAND	0-20333	87-0406496
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

9C Portland Road, West Conshohocken
                              Pennsylvania 19428                              
(Address of principal executive offices)

                                   (610) 834-9600                                   
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	Written communications pursuant to Rule 425 under the Securities Act
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01.      Entry into a Material Definitive Agreement.

On September 21, Nocopi Technologies, Inc. issued a press release announcing that it has entered into an Agreement of Terms with Entrevest I Associates. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	NOCOPI TECHNOLOGIES, INC.
Date: September 21, 2004	By:	/s/ Rudolph A. Lutterschmidt
		Rudolph A. Lutterschmidt Chief Financial Officer

EXHIBIT INDEX

Exhibit    No.	Description
99.1	Press release issued September 21, 2004, of Nocopi Technologies, Inc.

EX-99

Contact:	Rudolph A. Lutterschmidt
	(610) 834-9600
FOR IMMEDIATE RELEASE
		Nocopi Technologies, Inc.
		9C Portland Road
		West Conshohocken, PA 19428

Nocopi Technologies, Inc. announces an Agreement of Terms with
Entrevest I Associates

West Conshohocken, Pa. September 21, 2004/PRNewswire.     Nocopi Technologies, Inc. (OTC Bulletin Board: “NNUP”), a company dedicated to providing solutions for product counterfeiting and diversion for national and international clients announced today that effective September 10, 2004, Nocopi Technologies, Inc. entered into an Agreement of Terms with Entrevest I Associates pursuant to which, as consideration for the release of certain stock option rights to purchase up to 40,000,000 shares of the Company’s common stock and the release of the right to designate a member to the board of directors, the Company will issue 1,250,000 shares of restricted common stock in the Company to Entrevest pursuant to a valid private placement. Entrevest I Associates currently owns 3,333,333 shares of common stock of the Company. Also, as part of the Agreement, Michael Solomon has resigned from the Board of Directors.

Nocopi Technologies, Inc., a well-known company for the past fifteen years is in the business of developing solutions against counterfeiting, product diversion, document security and authentication via patented technologies (including invisible inks, color changing inks, reactive thread and document security paper products.)

Forward Looking Information

The foregoing contains forward-looking information within the meaning of The Private Securities Litigation Act of 1995. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements (a summary of which may be found in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and its Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004, under the caption “Uncertainties That May Affect the Company, its Operating Results and Stock Price”). The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results (expressed or implied) will not be realized.