EXHIBIT 31.2







CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C.§1350)



I, David C. Kahn, Chief Financial Officer of Network-1 Technologies,
Inc. (the "Registrant"), certify that:



1. I have reviewed this report on Form 10-K of the Registrant;



2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in this report;



4. The Registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:



(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;



(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;



(c) Evaluated the effectiveness of the Registrant's disclosure controls
and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and



(d) Disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
Registrant's internal control over financial reporting; and



5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee
of the Registrant's board of directors (or persons performing the equivalent functions):



(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's
ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant's internal control over financial reporting.





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|Date:
March 20, 2020 | By:
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