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) June 22, 2009

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 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
(b)  On June 22, 2009, Eric A. Rose, M.D., a member of the Board of Directors of Nephros, Inc., notified the Company that he resigned as a member of the Board of Directors effective immediately.  
 
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.  
       
Dated:  June 24, 2009
By:
/s/ Gerald J. Kochanski  
    Gerald J. Kochanski  
   
Chief Financial Officer