FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Scibetta James S   2. Issuer Name and Ticker or Trading Symbol NEPHROS INC [NEPH.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NEPHROS, INC., 41 GRAND AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/08/2010 (Street) RIVER EDGE, NJ US 07661 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified stock option (right to buy)

$ 0.95

01/08/2010

A

22,500

(1)

01/08/2020

Common Stock

22,500

$ 0

22,500

D

Non-qualified stock option (right to buy)

$ 1.71

(2)

08/17/2019

Common Stock

20,000

20,000

D

Non-qualified stock option (right to buy)

$ 0.8

(3)

11/30/2017

Common Stock

20,000

20,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Scibetta James S C/O NEPHROS, INC. 41 GRAND AVENUE RIVER EDGE, NJ US 07661	X

Signatures

/s/ James S. Scibetta		01/25/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On January 8, 2010, the Company granted Mr. Scibetta an option to purchase 22,5000 shares of common stock of the Company under the Company's 2004 Stock Incentive Plan. The option has vested with respect to 7,500 shares. The remainder of the option will vest in annual installments of 7,500 shares on the first anniversary of the grant date, and 7,500 shares on the second anniversary of the grant date.
(2)	On August 17, 2009, the Company granted Mr. Scibetta an option to purchase 20,000 shares of common stock of the Company under the Company's 2004 Stock Incentive Plan. The option has vested with respect to 6,667 shares. The remainder of the option will vest in annual installments of 6,667 shares on the first anniversary of the grant date, and 6,666 shares on the second anniversary of the grant date.
(3)	On November 30, 2007, the Company granted Mr. Scibetta an option to purchase 20,000 shares of common stock of the Company under the Company's 2004 Stock Incentive Plan. The option has vested with respect to all of the shares.

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