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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ______ TO ______


                         COMMISSION FILE NUMBER 1-14896

                       NETWORK-1 SECURITY SOLUTIONS, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)



             DELAWARE                                   11-3027591
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  (STATE OR OTHER JURISDICTION OF            (IRS EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)


              445 Park Avenue, Suite 1028, New York, New York 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  212-829-5770
                           (Issuer's Telephone Number)



     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]


     The number of shares of Common Stock, $.01 par value per share, outstanding
as of May 10, 2005 was 17,697,572.


     Transitional Small Business Disclosure Format (check one): Yes [_] No [X]


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                                EXPLANATORY NOTE

     This Form 10-QSB/A of Network-1 Security Solutions, Inc. is being filed
solely for the purpose of amending Item 3 of our Form 10-QSB for the quarterly
period ended March 31, 2005 to provide additional disclosure regarding our
"Controls and Procedures."

ITEM 3  CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

     The Company's Chief Executive Officer and Chief Financial Officer have
reviewed the disclosure controls and procedures of the Company as of the end of
the period covered by this Quarterly Report on Form 10-QSB. Based upon this
review, these officers concluded that, as of the end of the period covered by
this Quarterly Report on Form 10-QSB, the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports it files or submits under Securities and Exchange Act
of 1934 is recorded, processed, summarized and reported, within the time periods
specified in applicable rules and forms.

(b) Changes in Internal Controls.

     There was no change in the Company's internal controls over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Company's internal controls over financial reporting during the last
fiscal quarter included in this report.

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                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       NETWORK-1 SECURITY SOLUTIONS, INC.


                                       By:  /s/ Corey M. Horowitz
                                            ------------------------------------
                                            Corey M. Horowitz
                                            Chairman and Chief Executive Officer



                                       By:  /s/ David C. Kahn
                                            ------------------------------------
                                            David C. Kahn
                                            Chief Financial Officer


Date:  August 17, 2005