UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 7, 2005

NEUROMETRIX, INC.

(Exact Name of Registrant as Specified in Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

On December 7, 2005, the Board of Directors of NeuroMetrix, Inc. (the “Company”) established the following compensation for the members of the Board, to be effective as of January 1, 2006:

Each of the non-employee members of the Board, other than those affiliated with venture capital firms that were stockholders of the Company as of the effective date of the initial public offering of the Company (i.e., currently William Laverack, Jr.), will receive annual cash compensation in the amount of $10,000 for service as a member of the Board, which will be paid following each annual meeting of the stockholders of the Company.  .  On January 1, 2006, each of these non-employee directors will be paid this annual cash compensation, on a pro rata basis, for the period from January 1, 2006 to the anticipated date of the 2006 annual meeting of the stockholders of the Company, less a pro rata portion of any annual cash compensation previously paid to such director attributable to this period.  In addition, each of these non-employee directors will receive the sum of $1,500 for each Board or Committee meeting that he attends, provided that such director will not be entitled to additional compensation for attending committee meetings that occur on the same day as a board meeting he attends.  This cash compensation will be in addition to any stock options or other equity compensation that the Company determines to grant to the directors on a case by case basis.

The non-employee members of the Board that are affiliated with venture capital firms that were stockholders of the Company as of the effective date of the initial public offering of the Company will not be compensated for serving as directors, although the Company will reimburse these directors for all reasonable out-of-pocket expenses incurred by them in attending board or committee meetings.  Dr. Gozani, the only employee member of the Board, will not be separately compensated for his service on the Board.

Item 5.02               Departure of Directors or Principal Officers; Election of Directors; Appointment of Principals Officers.

The Board of Directors of the Company increased its size to six members and appointed Jonathan T. Lord, M.D. to serve as a new member of the Board effective as of January 1, 2006.  Dr. Lord will serve as a Class I Director with a term expiring in 2008.  Initially, Dr. Lord will not be serving on any committees of the Board.  On December 13, 2005, the Company issued a press release regarding the appointment of Dr. Lord.  The full text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished herewith:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit No. 99.1

NeuroMetrix Inc. Names Jonathan T. Lord, M.D., to its Board of Directors

WALTHAM, MA. Dec 13, 2005 – NeuroMetrix, Inc. (Nasdaq: NURO) announced today that Jonathan (“Jack”) T. Lord, M.D., has been named to the company’s board of directors effective January 1, 2006.

Dr. Lord is Senior Vice President and Chief Innovation Officer of Humana Inc.  He joined Humana in 2000 as its Senior Vice President and Chief Medical Officer.  In his current role, Dr. Lord is responsible for designing and leading innovative health plan products and processes that encourage and enable people to navigate the health care system and their health needs.  Humana Inc. is headquartered in Louisville, Kentucky and is one of the nation’s largest publicly traded health benefits companies, with approximately seven million members.  Humana offers coordinated health insurance coverage and related services to employer groups, government-sponsored plans and individuals.  With 16 years experience in medical administration, Dr. Lord is leading Humana’s transformation into one of the country’s most e-enabled health solutions companies.

Dr. Lord came to Humana from Health Dialog, a Boston-based Internet provider of health information to more than five million people in the United States, where he served as President. Prior to joining Health Dialog, he served as Chief Operating Officer of the American Hospital Association in Washington, D.C., Executive Vice President of Anne Arundel Medical Center in Annapolis, MD., and Executive Vice President of Sun Health in Charlotte, NC.

A board-certified forensic pathologist, Dr. Lord has 21 years experience in medical practice. He began his medical career in the U. S. Navy, where he spent 11 years on active duty, most recently as Director of the Naval Medical Command’s Quality Assurance Division in the Office of the Surgeon General. He also served as a consultant and surveyor for the Joint Commission on Accreditation of Health Care Organizations. In 2001, Dr. Lord was named President of the Disease Management Association of America, DMAA, a nonprofit membership organization that is dedicated to changing the way chronic illnesses are managed.  Dr. Lord received his M.D. from the University of Miami in 1978. He has received numerous academic appointments throughout his career, most recently as an adjunct professor of community and family medicine at Dartmouth Medical College.

“We are delighted to have Jack join the NeuroMetrix board of directors.  He is an innovator with a clear vision for the future of medicine.   Throughout his career he has consistently improved the quality and efficiency of healthcare through the appropriate use of technology.   We are looking forward to gaining similar insights and leadership from Jack as we continue establishing our neuropathy diagnostic solution as a standard of care and furthering the development of therapeutic options for neuropathies,” said Shai N. Gozani, M.D., Ph.D., President and Chief Executive Officer of NeuroMetrix.

About NeuroMetrix

NeuroMetrix is a medical device company establishing a new standard of care through the design, development and sale of proprietary products used to diagnose neuropathies. Neuropathies are diseases of the peripheral nerves and parts of the spine that frequently are caused by or associated with diabetes, low back and leg pain and carpal tunnel syndrome, as well as other clinical disorders.  These clinical indications affect millions of patients in the United States. The NC-stat System, the Company’s neuropathy diagnostic system, has been on the market since May 1999 and is presently used in nearly

3,000 physician’s offices, clinics and other health care facilities in the United States. The Company holds issued utility patents covering a number of important aspects of the NC-stat System.

Contact: NeuroMetrix, Inc.

Brad Smith, 781-314-2741

Chief Financial Officer

NeuroMetrix.ir@NeuroMetrix.com