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) February 28, 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 February 28, 2011, Nephros, Inc. announced the extension of the expiration date of its ongoing rights offering to 5:00 p.m. Eastern time, Thursday, March 3, 2011.  A copy of the press release announcing the extension of the expiration date of 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 February 28, 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:  February 28, 2011
  
Gerald J. Kochanski
  
   
Chief Financial Officer