FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Williams Michael   2. Issuer Name and Ticker or Trading Symbol NeuroMetrix, Inc. [NURO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Sr. V.P. of Engineering (Last) (First) (Middle) C/O NEUROMETRIX, INC., 62 FOURTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2006 (Street) WALTHAM, MA 02451 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy Common Stock)

$ 2.25

11/14/2006

D(1)(2)

1,875

(3)

06/05/2013

Common Stock

1,875

$ 0

0

D

Employee Stock Option (right to buy Common Stock)

$ 4.48

11/14/2006

A(1)(2)

1,875

(3)

06/05/2013

Common Stock

1,875

$ 0

1,875

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Williams Michael C/O NEUROMETRIX, INC. 62 FOURTH AVENUE WALTHAM, MA 02451	X		Sr. V.P. of Engineering

Signatures

/s/ Nicholas J. Alessi, Attorney-in-Fact		11/16/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The two reported transactions involved an amendment of an outstanding option award, resulting in the deemed cancellation, for purposes of Section 16, of the "old" option and the grant of a "replacement" option. The existing option was initially granted prior to the company's initial public offering and had an exercise price per share that was less than the fair market value of the company's common stock on the grant date as determined by the company's board of directors.
(2)	The company had historically accounted for this option as a discounted option. Subsequent to the grant of this option, the IRS adopted Section 409A of the Internal Revenue Code, which negatively impacted the tax treatment of discounted stock options. However, the IRS issued guidance permitting companies and option holders to amend discounted stock options to increase the exercise price to equal the fair market value per share on the grant date in order to avoid application of Section 409A. Accordingly, the company and the related person agreed to amend the option to increase the exercise price from $2.25 per share to $4.48 per share.
(3)	This option was vested with respect to 2/3 of the shares as of November 14, 2006 and the remaining 1/3 will vest on June 5, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.