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

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1. Name and Address of Reporting Person * Gregory Gary   2. Issuer Name and Ticker or Trading Symbol NeuroMetrix, Inc. [NURO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O NEUROMETRIX, INC., 62 FOURTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 08/31/2006 (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 Common Stock 08/31/2006   M   16,500 A $ 2.25 31,341 (4) D   Common Stock 08/31/2006   S   16,500 D $ 27.0052 31,341 (4) D   Common Stock 08/31/2006   M   4,500 A $ 2.25 31,341 (4) D   Common Stock 08/31/2006   S   4,500 D $ 27.0052 31,341 (4) D   Common Stock 08/31/2006   M   15,833 A $ 2.25 31,341 (4) D

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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

08/31/2006

M

16,500

(1)

01/01/2013

Common Stock

16,500

$ 0

5,500

D

Employee Stock Option (right to buy Common Stock)

$ 2.25

08/31/2006

M

4,500

(2)

06/05/2013

Common Stock

4,500

$ 0

2,167

D

Employee Stock Option (right to buy Common Stock)

$ 2.25

08/31/2006

M

15,833

(3)

07/01/2012

Common Stock

15,833

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gregory Gary C/O NEUROMETRIX, INC. 62 FOURTH AVENUE WALTHAM, MA 02451			Chief Operating Officer

Signatures

/s/ Nicholas J. Alessi, Attorney-in-Fact		08/31/2006
**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)	This stock option vests in four equal annual installments beginning on January 1, 2004. If the executive officer's employment is terminated on or after January 1, 2004, the option may be exercised for 1/48th of the total option for each calendar month the executive officer has been employed by the Company since January 1, 2003.
(2)	This stock option vests as follows: 2/7th of the option vests on June 5, 2004 and the remainder in 30 equal monthly installments thereafter.
(3)	This stock option vests as follows: 2/7th of the option vests on July 1, 2003 and the remainder in 30 equal monthly installments thereafter.
(4)	This number reflects the number of securities beneficially owned after taking into account all of the reported transactions.

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