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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001047469-98-036914.txt : 19981012
<SEC-HEADER>0001047469-98-036914.hdr.sgml : 19981012
ACCESSION NUMBER:		0001047469-98-036914
CONFORMED SUBMISSION TYPE:	8-A12G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19981009
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NETWORK 1 SECURITY SOLUTIONS INC
		CENTRAL INDEX KEY:			0001065078
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				113027591
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12G
		SEC ACT:		
		SEC FILE NUMBER:	000-24959
		FILM NUMBER:		98723733

	BUSINESS ADDRESS:	
		STREET 1:		909 THIRD AVE 9TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2122933068

	MAIL ADDRESS:	
		STREET 1:		909 THIRD AVE 9TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12G
<SEQUENCE>1
<DESCRIPTION>FORM 8-A12G
<TEXT>

<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                                          
                               WASHINGTON, D.C. 20549
                                          
                                      FORM 8-A
                                          
                 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR (g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                                          
                                          
                         NETWORK-1 SECURITY SOLUTIONS, INC.
               (Exact name of registrant as specified in its charter)
                                          
                                          
              DELAWARE                                    11-3027591
(State of incorporation or organization)     (I.R.S Employer Indetification No.)

           70 Walnut Street
     Wellesley Hills, Massachusetts                         02481
(Address of Principal Executive Offices)                  (Zip Code)


If this Form relates to the registration of a class of securities pursuant to
General Instruction A.(c), check the following box. [   ]

If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [   ]

        Securities Act registration statement file number to which this form
                                 relates: 333-596l7

         Securities to be registered pursuant to section 12(b) of the Act:

     Title of each class                     Name of each exchange on which
      to be registered                       each class is to be registered
      ----------------                       ------------------------------
            None                                          None

         Securities to be registered pursuant to Section 12(g) of the Act:
                                          
                       Common Stock, par value $.01 per share
                       --------------------------------------
                                  (Title of class)
                                          


<PAGE>

Item 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

        The securities to be registered hereunder are common stock, par value
$.01 per share (the "Common Stock") of Network-1 Security Solutions, Inc. (the
"Registrant").  A description of the Common Stock is set forth under the caption
"Description of Securities" contained in the prospectus forming a part of the
Registrant's Registration Statement on Form SB-2, as amended (the "Registration
Statement") (File No. 333-59617) initially filed with the Securities and
Exchange Commission on July 22, 1998.  Such description, and as it may be
subsequently amended, is incorporated herein by reference.

Item 2.        EXHIBITS

        The following exhibits are filed as a part of this Registration
Statement:


        Exhibit No.    Description
        -----------    -----------

               1       Certificate of Incorporation of the Registrant, as
                       amended, incorporated herein by reference to Exhibit 3.1
                       to the Registration Statement.

               2       By-laws of the Registrant, as amended, incorporated
                       herein by reference to Exhibit 3.2 to the Registration
                       Statement.

               3       Form of Common Stock Certificate evidencing shares of the
                       Registrant's Common Stock, incorporated herein by
                       reference to Exhibit 4.1 to the Registration Statement.

               4       Registrant's Stock Option Plan, as amended, incorporated
                       herein by reference to Exhibit 4.2 to the Registration
                       Statement.


<PAGE>

                                     SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.


                                     NETWORK-1 SECURITY SOLUTIONS, INC.


Date:  October 6, 1998               By: /s/ Avi A. Fogel
                                        ----------------------------------------
                                        Avi A. Fogel
                                        President and Chief Executive Officer


<PAGE>

                                 INDEX TO EXHIBITS


        Exhibit No.    Description
        -----------    -----------

               1       Certificate of Incorporation of the Registrant, as
                       amended, incorporated herein by reference to Exhibit 3.1
                       to the Registration Statement.

               2       By-laws of the Registrant, as amended, incorporated
                       herein by reference to Exhibit 3.2 to the Registration
                       Statement.

               3       Form of Common Stock Certificate evidencing shares of the
                       Registrant's Common Stock, incorporated herein by
                       reference to Exhibit 4.1 to the Registration Statement.

               4       Registrant's Stock Option Plan, as amended, incorporated
                       herein by reference to Exhibit 4.2 to the Registration
                       Statement.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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