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 4, 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 Items
 
Effective February 4, 2009, the common stock of Nephros, Inc. is now quoted on the Over the Counter Bulletin Board under the symbol “NEPH.OB”.  The quotation on the OTC Bulletin Board follows the suspension of trading of the common stock by NYSE Alternext US LLC (formerly, the American Stock Exchange) on January 22, 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.
     
 
By:
/s/ Gerald J. Kochanski
Dated:  February 4, 2009
  
Gerald J. Kochanski
   
Chief Financial Officer