8-K

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) October 18, 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 October 18, 2011, Nephros, Inc. issued a press release announcing that its Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (Registration Number 333-169728) was declared effective on October 18, 2011 by the Securities and Exchange Commission.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits
Exhibit No.	Description
99.1	Press release dated October 18, 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:  October 18, 2011		Gerald J. Kochanski
		Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

Nephros, Inc. Post-Effective Amendment No. 2 to Registration Statement Declared Effective

RIVER EDGE, NJ – October 18, 2011 - Nephros, Inc. (OTC Bulletin Board: NEPH), a medical device company developing and marketing filtration products for therapeutic applications, infection control, and water purification, today announced that its Post-Effective Amendment No. 2 to Registration Statement on Form S-1 (Registration Number 333-169728) was declared effective on October 18, 2011 by the Securities and Exchange Commission.

Subject to certain terms and conditions, warrant holders may exercise their warrants upon surrender of their warrant certificate, with subscription form, and appropriate payment to the Company’s warrant agent, Continental Stock Transfer & Trust Company, as follows:

 Continental Stock Transfer & Trust Company

 17 Battery Place, 8th Floor

 New York, NY 10004

 Attn: Compliance Department

 (212) 509-4000, ext. 536

Warrant holders should direct any questions or requests for assistance concerning the method of exercising their warrants or for additional copies of the prospectus to the warrant agent.

No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.