Ownership Submission
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 *
AMRON ARTHUR H
   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 WEXFORD CAPITAL LP, 411 WEST PUTNAM AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
03/24/2011
(Street)

GREENWICH, CT 06830		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 0.51 03/24/2011   A   32,000     (1) 03/24/2021 Common Stock 32,000 $ 0 32,000 D (1)  
Non-qualified stock option (right to buy) $ 19 (2)               (3) 01/08/2020 Common Stock 1,000 (2)   1,000 (2) D (3)  
Non-qualified stock option (right to buy) $ 16 (2)               (4) 11/30/2017 Common Stock 750 (2)   750 (2) D (4)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
AMRON ARTHUR H
C/O WEXFORD CAPITAL LP
411 WEST PUTNAM AVENUE
GREENWICH, CT 06830		   X      

Signatures

 /s/ Arthur H. Amron   03/28/2011
**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 March 24, 2011, the Company granted an option to purchase 32,000 shares of common stock of the Company (the "Option") in respect of the service by Mr. Amron as a member of the Board of Directors of the Company. The Option was granted under the Company's 2004 Stock Incentive Plan. At the request of Mr. Amron, the Option was granted to Wexford Capital LP. The Option vested immediately with respect to 12,800 shares on March 24, 2011. The remainder of the Option vests in annual installments of 6,400 shares on each of the first, second and third anniversary of the grant date.
(2) Reflects a twenty-for-one stock split effected on March 11, 2011.
(3) On January 8, 2010, the Company granted an option to purchase 20,000 shares of common stock of the Company (the "Option") in respect of the service by Mr. Amron as a member of the Board of Directors of the Company. The Option was granted under the Company's 2004 Stock Incentive Plan. At the request of Mr. Amron, the Option was granted to Wexford Capital LP. The Option vested immediately with respect to 6,667 shares on January 8, 2010. The remainder of the Option vests 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.
(4) On November 30, 2007, the Company granted an option to purchase 15,000 shares of common stock of the Company (the "Option") in respect of the service by Mr. Amron as a member of the Board of Directors of the Company. The Option was granted under the Company's 2004 Stock Incentive Plan. At the request of Mr. Amron, the Option was granted to Wexford Capital LP. The Option has vested with respect to all of the shares.

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