Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No.  4)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1)  As reported in Report on Form 10-0 for the quarter ending June 30,2008, 13,773,855 shares assumed to be outstanding.

(2)  Mr. Danesh may be regarded as having share voting and investment power over the A.D. Trust

(3)  Mr. Danesh may be regarded as having shared voting and investment power over E & S’s shares.

The following is a list of all transactions in securities of the Issuer by Group members in the sixty (60) days preceding the date of the event which requires this filing.  All transactions were made on the NASDAQ Stock Market LLC or in the third market through registered broker-dealers.

(1)  These purchases were made over the period of Nov 21, 2008 to Dec 29, 2008 which will amount to 2.48% of shares of outstanding as of 6/30/08

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ANDRE DANESH

ALLIED FINANCIAL CORP.

PO BOX 1271

BROOKLINE, MASSACHUSETTS  02446

TELEPHONE (617) 734-7771

December 6, 2008

Shai N. Gozani, MD, PhD

President and Secretary

NEUROMETRIX, INC.

62 Fourth Avenue

Waltham, Massachusetts  02451

RE:        Lawrence R. Mehl, Director Candidate

Dear Dr. Gozani:

This letter is in response to your request for me to submit my recommendation for a director candidate to the Nominating Committee of the Board of Directors of Neurometrix, Inc. (the “Company”), and I therefore will respond to the Nominating Committee Policy and Procedures (Paragraph 3.) set forth on Page A-3 of Exhibit A to the Company’s Nominating Committee Charter.

a.  Andre Danesh, Allied Financial Corp., P.O. Box 1271, Brookline, MA. 02446.

b.  I am a holder of record of the Company’s stock entitled to vote in the election of directors.

c.  Lawrence R. Mehl, age 62, business address of 76 Chestnut Street, West Newton, MA  02465, residential address of 59 Lincoln Street, Waltham, MA 02451; the balance of the requested information is contained in Mr. Mehl’s Curriculum Vitae, a copy of which was previously delivered to you.

d.  In addition to the information contained in Mr. Mehl’s Curriculum Vitae, among other things, he has been a practicing attorney for more than 37 years (including serving as General Counsel with a former Fortune 500 Company) with many years of experience in corporate finance, mergers and acquisitions, and complex litigation, and it therefore would be highly beneficial to have an experienced lawyer and businessman on NURO’s Board in order to reduce and manage the Company’s legal expenses and provide in-depth business advice.

e.  There are no arrangements or understandings between Mr. Mehl and me.

f.   Mr. Mehl’s consent is attached.

g.  At the appropriate time, Mr. Mehl will be pleased to furnish the information required in a Form 3 and any Questionnaire submitted to all members of the Board in order to prepare the Company’s Proxy Statement.

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I request that the Nominating Committee act on this request not later than December 18, 2008 to elect Mr. Mehl to the Board to fill the vacancy caused by the resignation of Jonathan T. Lord, MD last year.  Mr. Mehl will make himself available to respond to appropriate questions from the Nominating Committee should they desire to meet with him prior to December 18.

Yours very truly,

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LAWRENCE R. MEHL

ATTORNEY AT LAW

76 CHESTNUT STREET

WEST NEWTON, MASSACHUSETTS  02465

TELEPHONE (617) 244-0939   FACSIMILE (617) 332-1658

HAND DELIVERED

December 10, 2008

Shai N. Gozani, MD, PhD

President and Secretary

NEUROMETRIX, INC.

42 Fourth Avenue

Waltham, MA  02451

Dear Dr. Gozani:

Reference is made to the letter dated December 6, 2008 from Andre Danesh to you (copy attached) relating to my proposed candidacy to the Board of Directors of NURO.  I consent (i) to be named in the proxy statement relating to the Company’s annual meeting of stockholders and (ii) to serve as a director if elected at such annual meeting or at any time prior to such annual meeting.

Yours very truly,

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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