November 14, 2019

Daron Evans
President and Chief Executive Officer
Nephros, Inc.
380 Lackawanna Place
South Orange, New Jersey 07079

       Re: Nephros, Inc.
           Registration Statement on Form S-3
           Filed November 6, 2019
           File No. 333-234528

Dear Mr. Evans:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, we may ask you to provide us with
information so
we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-3 filed November 6, 2019

General

1.     Given the nature and size of the transaction being registered, tell us
your basis for
       determining that the transaction is appropriately characterized as a
resale offering. In your
       response, please address the factors listed in Compliance and Disclosure
Interpretation,
       Securities Act Rules, Question 612.09. In this regard, please also
expand your disclosure
       on page 9 to discuss the transaction(s) in which the selling
stockholders acquired the
       common stock, options and warrants.
 Daron Evans
Nephros, Inc.
November 14, 2019
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Irene Paik at 202-551-6553 or Celeste Murphy at
202-551-3257 with
any questions.



                                                           Sincerely,
FirstName LastNameDaron Evans
                                                           Division of
Corporation Finance
Comapany NameNephros, Inc.
                                                           Office of Life
Sciences
November 14, 2019 Page 2
cc:       Amanda Lorentz - Fredrikson & Byron, P.A.
FirstName LastName