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 * RUBENSTEIN BARRY   2. Issuer Name and Ticker or Trading Symbol FALCONSTOR SOFTWARE INC [FALC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 68 WHEATLEY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 04/27/2007 (Street) BROOKVILLE, NY 11545 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 04/27/2007   S   15,847 D $ 11.36 427,874 I By Seneca Ventures (1) Common Stock 04/27/2007   S   23,771 D $ 11.4 404,103 I By Seneca Ventures (1) Common Stock 04/30/2007   S   9,508 D $ 11.31 394,595 I By Seneca Ventures (1) Common Stock 04/27/2007   S   18,488 D $ 11.38 188,581 I By Wheatley Associates III, L.P. (2) Common Stock 04/30/2007   S   4,437 D $ 11.31 184,144 I By Wheatley Associates III, L.P. (2) Common Stock 04/27/2007   S   18,070 D $ 11.38 184,302 I By Wheatley Foreign Partners III, L.P. (3) Common Stock 04/30/2007   S   4,337 D $ 11.31 179,965 I By Wheatley Foreign Partners III, L.P. (3) Common Stock 04/27/2007   S   2,530 D $ 11.38 25,792 I By Wheatley Foreign Partners, L.P. (4) Common Stock 04/30/2007   S   607 D $ 11.31 25,185 I By Wheatley Foreign Partners, L.P. (4) Common Stock 04/27/2007   S   11,103 D $ 11.38 113,278 I By Wheatley Partners II, L.P. (5) Common Stock 04/30/2007   S   2,665 D $ 11.31 110,613 I By Wheatley Partners II, L.P. (5) Common Stock 04/27/2007   S   84,489 D $ 11.38 861,732 I By Wheatley Partners III, L.P. (6) Common Stock 04/30/2007   S   20,278 D $ 11.31 841,454 I By Wheatley Partners III, L.P. (6) Common Stock 04/27/2007   S   29,850 D $ 11.38 304,467 I By Wheatley Partners, L.P. (7) Common Stock 04/30/2007   S   7,164 D $ 11.31 297,303 I By Wheatley Partners, L.P. (7) Common Stock 04/27/2007   S   18,341 D $ 11.36 495,176 I By Woodland Venture Fund (8) Common Stock 04/27/2007   S   27,511 D $ 11.4 467,665 I By Woodland Venture Fund (8) Common Stock 04/30/2007   S   11,004 D $ 11.31 456,661 I By Woodland Venture Fund (8) Common Stock               1,301,103 D   Common Stock               395,217 I By Brookwood Partners, L.P. (9) Common Stock               698,242 I By Woodland Partners (10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUBENSTEIN BARRY 68 WHEATLEY ROAD BROOKVILLE, NY 11545		X

Signatures

/s/ Rubenstein, Barry		04/30/2007
**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)	Held by Seneca Ventures. Mr. Rubenstein is a general partner of Seneca Ventures. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2)	Held by Wheatley Associates III, L.P. Mr. Rubenstein is a member and officer of Wheatley Partners III, LLC, which is the general partner of Wheatley Associates III, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	Held by Wheatley Foreign Partners III, L.P. Mr. Rubenstein is a member and officer of Wheatley Partners III, LLC, which is the general partner of Wheatley Foreign Partners III, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	Held by Wheatley Foreign Partners, L.P. Mr. Rubenstein is a member and officer of Wheatley Partners, LLC, which is a general partner of Wheatley Foreign Partners, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	Held by Wheatley Partners II, L.P. Mr. Rubenstein is a general partner of Wheatley Partners II, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(6)	Held by Wheatley Partners III, L.P. Mr. Rubenstein is a member and officer of Wheatley Partners III, LLC, which is the general partner of Wheatley Partners III, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(7)	Held by Wheatley Partners, L.P. Mr. Rubenstein is a member and officer of Wheatley Partners, LLC, which is a general partner of Wheatley Partners, L.P. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(8)	Held by Woodland Venture Fund. Mr. Rubenstein is a general partner of Woodland Venture Fund. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(9)	Held by Brookwood Partners, L.P. Mr. Rubenstein is a general partner of Brookwood Partners, L.P., which is a partnership for the benefit of the adult children of Mr. Rubenstein, and he disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(10)	Held by Woodland Partners. Mr. Rubenstein is a general partner of Woodland Partners. Mr. Rubenstein disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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