UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0058

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FORM 12b-25

SEC FILE NUMBER
000-50856

CUSIP NUMBER

NOTIFICATION OF LATE FILING

641255104

(Check one):

x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

o Form N-SAR

o Form N-CSR

For Period Ended:

December 31, 2006

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

NeuroMetrix, Inc.

Full Name of Registrant

Former Name if Applicable

62 Fourth Avenue

Address of Principal Executive Office (Street and Number)

Waltham, MA 02451

City, State and Zip Code

 (a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

x

 (b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 (c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (03-05)

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 control number.

(1)

Name and telephone number of person to contact in regard to this notification

W. Bradford Smith

781

890-9989

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

x Yes    o No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

**o Yes    o No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

**Because of the review of the items discussed in Part III above, the Company has not checked either box in Part IV subsection 3 as the Company does not currently know whether any such liabilities would be deemed to be material and require the Company to restate previously issued financial statements or would affect the preliminary financial results for its fiscal year ended December 31, 2006 announced by the company on February 1, 2007.

Date

March 16, 2007

By

/s/ Shai N. Gozani, M.D., Ph.D.

Shai N. Gozani, M.D., Ph.D.

President and Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).