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) August 31, 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 8.01.
Other Events.
 
On August 31, 2009, we issued a press release announcing that the Office of Naval Research has awarded us a contract expansion of our ongoing development of new potable water filtration systems for military field use. The full text of this press release is attached hereto as Exhibit 99.1.
 
 Item 9.01.
Financial Statements and Exhibits.
 
(d)  
Exhibits

99.1      Press Release issued by Nephros, Inc., dated August 31, 2009.  
 
 
 
 


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:  August 31, 2009
By:
/s/ Gerald J. Kochanski  
    Gerald J. Kochanski  
   
Chief Financial Officer