UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) January 31, 2011

NEPHROS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-32288
  
13-3971809
(Commission File Number)
  
(IRS Employer ID Number)

41 Grand Avenue, River Edge, New Jersey
  
07661
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code (201) 343-5202


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:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act   (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
Item 8.01
Other Events.
 
On January 31, 2011, Nephros, Inc. announced that the registration statement filed for its previously announced rights offering was declared effective on January 31, 2011 by the Securities and Exchange Commission.  A copy of the press release announcing the effectiveness of the registration statement for the rights offering is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
Exhibit No.
Description

 
99.1
Press Release dated January 31, 2011.
 
 
 

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 hereunto duly authorized.

  Nephros, Inc.
     
 
By:
/s/ Gerald J. Kochanski
Dated:  January 31, 2011
  
Gerald J. Kochanski
   
Chief Financial Officer