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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.
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        (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
 incorporation or organization)                            Identification No.)


              445 PARK AVENUE, SUITE 1028, NEW YORK, NEW YORK 10022
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                    (Address of principal executive offices)


                                  212-829-5770
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                           (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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ITEM 6.   EXHIBITS
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     This Quarterly Report on Form 10-QSB/A amends the Form 10-QSB filed by the
Registrant with the Securities and Exchange Commission on May 16, 2005 to
include as an exhibit the Amended Stock Option Agreement, dated May 12, 2005,
between the Registrant and Corey M. Horowitz, Chairman and Chief Executive
Officer of the Registrant.


Exhibits
--------
  10.1    Amended Stock Option Agreement, dated May 12, 2005, between the
          Registrant and Corey M. Horowitz.

















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




                                   NETWORK-1 SECURITY SOLUTIONS, INC.



Dated:  June 14, 2005              By: /s/ Corey M. Horowitz
                                       -----------------------------------------
                                       Name:  Corey M. Horowitz
                                       Title: Chairman & Chief Executive Officer


















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<PAGE>



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

10.1                Amended Stock Option Agreement, dated May 12, 2005, between
                    the Registrant and Corey M. Horowitz






















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