As filed with the Securities and Exchange Commission on August 5, 2005.
                                                       Registration No. ________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  NEPHROS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     13-3971809
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                  3960 Broadway
                            New York, New York 10032
                    (Address of Principal Executive Offices)

             AMENDED AND RESTATED NEPHROS 2000 EQUITY INCENTIVE PLAN

                     NEPHROS, INC. 2004 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                                 Norman J. Barta
                      President and Chief Executive Officer
                                  Nephros, Inc.
                                  3960 Broadway
                            New York, New York 10032
                     (Name and Address of Agent for Service)

                                 (212) 781-5113
                     (Telephone Number, Including Area Code,
                              of Agent for Service)
                                    Copy to:
                            Thomas D. Balliett, Esq.
                           J. Michael Mayerfeld, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                           1177 Avenue of the Americas
                            New York, New York 10036
                                 (212) 715-9100
                              (212) 715-8000 (Fax)

<TABLE>
<CAPTION>

                                                 CALCULATION OF REGISTRATION FEE
-------------------------------------------- --------------------- -------------------- -------------------- --------------
                                                                    Proposed Maximum    Proposed Maximum        Amount of
                                                  Amount to be          Offering            Aggregate         Registration
   Title of Securities to be Registered         Registered (1)(2)   Price Per Share (3)  Offering Price (3)        Fee
-------------------------------------------- --------------------- -------------------- -------------------- --------------
<S>                        <C>                     <C>     <C>          <C>   <C>        <C>           <C>     <C>
   common stock, par value $.001 per share         506,234 (4)          $2.99 (5)        $1,513,639.66 (5)       $178.16
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          30,000 (6)          $5.45 (7)          $163,500.00 (7)        $19.24
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          79,000 (6)          $4.80 (7)          $379,200.00 (7)        $44.63
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          20,000 (6)          $3.70 (7)           $74,000.00 (7)         $8.71
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          45,000 (6)          $3.40 (7)          $153,000.00 (7)        $18.01
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         364,500 (8)          $2.78 (7)        $1,013,310.00 (7)       $119.27
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          22,728 (8)          $2.64 (7)           $60,001.92 (7)         $7.06
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         119,766 (6)          $2.39 (7)          $286,240.74 (7)        $33.69
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         197,165 (8)          $2.39 (7)          $471,224.35 (7)        $55.46
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share           5,682 (8)          $2.32 (7)           $13,182.24 (7)         $1.55
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         499,732 (8)          $1.76 (7)          $879,528.32 (7)       $103.52
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         533,966 (8)          $0.32 (7)          $170,869.12 (7)        $20.11
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   TOTAL                                         2,423,773 (1)                           $5,177,696.35           $609.41
-------------------------------------------- --------------------- -------------------- -------------------- --------------
</TABLE>

(1)  This Registration Statement is being filed with the Securities and Exchange
     Commission to register 2,423,773 shares of common stock which may be issued
     upon the exercise of stock options under (i) the Amended and Restated
     Nephros 2000 Equity Incentive Plan (the "2000 Plan") of which 1,623,773
     shares may be issued upon the exercise of stock options that have been
     issued under the 2000 Plan and (ii) the Nephros, Inc. 2004 Stock Incentive
     Plan (the "2004 Plan"), of which 293,766 shares may be issued upon the
     exercise of stock options that have been issued under the 2004 Plan and
     506,234 shares may be issued upon the exercise of stock options that may be
     issued under the 2004 Plan.

(2)  Share amounts have been rounded to the nearest whole share.

(3)  Prices have been rounded to the nearest penny.

(4)  Represents the aggregate of 506,234 shares that may be issued pursuant to
     awards that may be granted under the 2004 Plan.

(5)  Estimated, in accordance with Rule 457(c) and Rule 457(h)(1), solely for
     the purpose of calculating the registration fee. The Proposed Maximum
     Offering Price Per Share and the Proposed Maximum Aggregate Offering Price
     are based on the average of the high and low prices reported by the
     American Stock Exchange on August 1, 2005, which is within five (5)
     business days prior to the date of this Registration Statement.

(6)  Represents shares that may be issued upon the exercise of stock options
     that have been issued under the 2004 Plan.

(7)  Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
     and the Proposed Maximum Aggregate Offering Price have been calculated
     based on the exercise prices of options previously granted.

(8)  Represents shares that may be issued upon the exercise of stock options
     that have been issued under the 2000 Plan.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement pursuant to Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act"), and the note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

     (1)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          March 3, 2005;

     (2)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          March 15, 2005;

     (3)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          March 31, 2005;

     (4)  the Registrant's Annual Report on Form 10-KSB for the year ended
          December 31, 2004, filed with the SEC on March 31, 2005;

     (5)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          April 25, 2005;

     (6)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          April 26, 2005;

     (7)  the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2005, filed with the SEC on May 16, 2005;

     (8)  the Registrant's Current Report on Form 8-K, filed with the SEC on May
          17, 2005;

     (9)  the Registrant's Current Report on Form 8-K, filed with the SEC on May
          17, 2005;

     (10) the Registrant's Current Report on Form 8-K, filed with the SEC on May
          26, 2005;

     (11) the Registrant's Current Report on Form 8-K, filed with the SEC on
          June 17, 2005;

     (12) the Registrant's Current Report on Form 8-K, filed with the SEC on
          June 23, 2005;

     (13) the Registrant's Current Report on Form 8-K, filed with the SEC on
          June 29, 2005;

     (14) the Registrant's Current Report on Form 8-K, filed with the SEC on
          July 8, 2005; and

     (15) the description of the Registrant's common stock contained in its
          Registration Statement on Form 8-A under Section 12 of the Securities
          Exchange Act of 1934, as amended, dated August 27, 2004, including any
          amendment or reports filed for the purpose of updating such
          description.

      All documents subsequently filed by the Registrant with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

      Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not applicable.

<PAGE>

Item 6.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XIII of the Registrant's Third Amended and Restated Certificate of
Incorporation and Article VI of the Registrant's Amended and Restated Bylaws
provide for indemnification by the Registrant of its directors and officers to
the fullest extent permitted by the Delaware General Corporation Law.

      Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock purchases, redemptions or other
distributions, or (iv) for any transaction from which the director derived an
improper personal benefit. Article XII of the Registrant's Third Amended and
Restated Certificate of Incorporation provides for such limitation of liability
to the fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law (or any successor section).

Item 7.   Exemption from Registration Claimed.

      Not applicable.

Item 8.   Exhibits.

      (a)   Exhibits.

            Exhibit Number                 Description
            --------------                 -----------

                  4.1        Amended and Restated Nephros 2000 Equity Incentive
                             Plan (incorporated by reference to Exhibit 10.1
                             filed with the Company's Registration Statement on
                             Form S-1 (No. 333-116162) as filed with the SEC on
                             July 20, 2004).

                  4.2        Nephros, Inc. 2004 Stock Incentive Plan
                             (incorporated by reference to Exhibit 10.2 filed
                             with the Company's Registration Statement on Form
                             S-1 (No. 333-116162) as filed with the SEC on July
                             20, 2004).

                  4.3        Amendment No. 1 to Nephros, Inc. 2004 Stock
                             Incentive Plan (filed herewith).

                  4.4        Fourth Amended and Restated Certificate of
                             Incorporation of the Registrant (filed herewith).

                  4.5        Amended and Restated By-laws of the Registrant
                             (incorporated by reference to Exhibit 3.2 filed
                             with the Company's Registration Statement on Form
                             S-1 (No. 333-116162) as filed with the SEC on
                             August 26, 2004).

                  5.1        Opinion of Kramer Levin Naftalis & Frankel LLP
                             (filed herewith).

<PAGE>

                  23.1       Consent of Kramer Levin Naftalis & Frankel LLP
                             (included in Exhibit 5.1 to this Registration
                             Statement).

                  23.2       Consent of Grant Thornton LLP (filed herewith).

                  23.3       Consent of Deloitte & Touche LLP (filed herewith).

                  24.1       Power of Attorney (included on the signature page
                             of this Registration Statement).

Item 9.    Undertakings.

         The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution.

            (2) For the purpose of determining any liability under the
Securities Act, to treat each post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time as the initial bona fide offering thereof.

            (3) To file a post-effective amendment to remove from registration
any of the securities being registered that remain unsold at the end of the
offering.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Nephros, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 5th day of
August, 2005.

                                     NEPHROS, INC.

                                     By: /s/ Norman J. Barta
                                        ------------------------------------
                                        Norman J. Barta
                                        President and Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below each severally constitutes and appoints Norman J. Barta his true
and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this registration statement, and to file the same,
with all exhibits, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all which said attorney-in-fact and agent, or his substitute, may
lawfully do, or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                       Title                            Date
---------                       -----                            ----

/s/ Norman J. Barta             President, Chief                 August 5, 2005
-------------------------       Executive Officer and
Norman J. Barta                 Director

/s/ Marc L. Panoff              Chief Financial Officer          August 5, 2005
-------------------------       and Principal Accounting
                                Officer

/s/ Eric A. Rose, M.D.          Director                         August 5, 2005
-------------------------
Eric A. Rose, M.D.

/s/ Lawrence J. Centella        Director                         August 5, 2005
-------------------------
Lawrence J. Centella

/s/ Donald G. Drapkin           Director                         August 5, 2005
-------------------------
Donald G. Drapkin

/s/ Howard Davis                Director                         August 5, 2005
--------------------------
Howard Davis

/s/ William J. Fox              Director                         August 5, 2005
--------------------------
William J. Fox

/s/ W. Townsend Ziebold, Jr.    Director                         August 5, 2005
----------------------------
W. Townsend Ziebold, Jr.

/s/ Bernard Salick, M.D.        Director                         August 5, 2005
---------------------------
Bernard Salick, M.D.

<PAGE>

                                  EXHIBIT INDEX

            Exhibit Number                  Description
            --------------                  -----------

                  4.1         Amended and Restated Nephros 2000 Equity Incentive
                              Plan (incorporated by reference to Exhibit 10.1
                              filed with the Company's Registration Statement on
                              Form S-1 (No. 333-116162) as filed with the SEC on
                              July 20, 2004).

                  4.2         Nephros, Inc. 2004 Stock Incentive Plan
                              (incorporated by reference to Exhibit 10.2 filed
                              with the Company's Registration Statement on Form
                              S-1 (No. 333-116162) as filed with the SEC on July
                              20, 2004).

                  4.3         Amendment No. 1 to Nephros, Inc. 2004 Stock
                              Incentive Plan (filed herewith).

                  4.4         Fourth Amended and Restated Certificate of
                              Incorporation of the Registrant (filed herewith).

                  4.5         Amended and Restated By-laws of the Registrant
                              (incorporated by reference to Exhibit 3.2 filed
                              with the Company's Registration Statement on Form
                              S-1 (No. 333-116162) as filed with the SEC on
                              August 26, 2004).

                  5.1         Opinion of Kramer Levin Naftalis & Frankel LLP
                              (filed herewith).

                  23.1        Consent of Kramer Levin Naftalis & Frankel LLP
                              (included in Exhibit 5.1 to this Registration
                              Statement).

                  23.2        Consent of Grant Thornton LLP (filed herewith).

                  23.3        Consent of Deloitte & Touche LLP (filed herewith).

                  24.1        Power of Attorney (included on the signature page
                              of this Registration Statement).
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{"company-data": {"conformed-name": "NEPHROS INC", "cik": "0001196298", "assigned-sic": "3841", "irs-number": "133971809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-127264", "film-number": "051003713"}, "business-address": {"street1": "3960 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10032", "phone": "2127815113"}}
As filed with the Securities and Exchange Commission on August 5, 2005.
                                                       Registration No. ________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  NEPHROS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     13-3971809
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                  3960 Broadway
                            New York, New York 10032
                    (Address of Principal Executive Offices)

             AMENDED AND RESTATED NEPHROS 2000 EQUITY INCENTIVE PLAN

                     NEPHROS, INC. 2004 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                                 Norman J. Barta
                      President and Chief Executive Officer
                                  Nephros, Inc.
                                  3960 Broadway
                            New York, New York 10032
                     (Name and Address of Agent for Service)

                                 (212) 781-5113
                     (Telephone Number, Including Area Code,
                              of Agent for Service)
                                    Copy to:
                            Thomas D. Balliett, Esq.
                           J. Michael Mayerfeld, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                           1177 Avenue of the Americas
                            New York, New York 10036
                                 (212) 715-9100
                              (212) 715-8000 (Fax)
CALCULATION OF REGISTRATION FEE
-------------------------------------------- --------------------- -------------------- -------------------- --------------
                                                                    Proposed Maximum    Proposed Maximum        Amount of
                                                  Amount to be          Offering            Aggregate         Registration
   Title of Securities to be Registered         Registered (1)(2)   Price Per Share (3)  Offering Price (3)        Fee
-------------------------------------------- --------------------- -------------------- -------------------- --------------
common stock, par value $.001 per share         506,234 (4)          $2.99 (5)        $1,513,639.66 (5)       $178.16
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          30,000 (6)          $5.45 (7)          $163,500.00 (7)        $19.24
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          79,000 (6)          $4.80 (7)          $379,200.00 (7)        $44.63
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          20,000 (6)          $3.70 (7)           $74,000.00 (7)         $8.71
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          45,000 (6)          $3.40 (7)          $153,000.00 (7)        $18.01
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         364,500 (8)          $2.78 (7)        $1,013,310.00 (7)       $119.27
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share          22,728 (8)          $2.64 (7)           $60,001.92 (7)         $7.06
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         119,766 (6)          $2.39 (7)          $286,240.74 (7)        $33.69
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         197,165 (8)          $2.39 (7)          $471,224.35 (7)        $55.46
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share           5,682 (8)          $2.32 (7)           $13,182.24 (7)         $1.55
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         499,732 (8)          $1.76 (7)          $879,528.32 (7)       $103.52
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   common stock, par value $.001 per share         533,966 (8)          $0.32 (7)          $170,869.12 (7)        $20.11
-------------------------------------------- --------------------- -------------------- -------------------- --------------
   TOTAL                                         2,423,773 (1)                           $5,177,696.35           $609.41
-------------------------------------------- --------------------- -------------------- -------------------- --------------
(1)  This Registration Statement is being filed with the Securities and Exchange
     Commission to register 2,423,773 shares of common stock which may be issued
     upon the exercise of stock options under (i) the Amended and Restated
     Nephros 2000 Equity Incentive Plan (the "2000 Plan") of which 1,623,773
     shares may be issued upon the exercise of stock options that have been
     issued under the 2000 Plan and (ii) the Nephros, Inc. 2004 Stock Incentive
     Plan (the "2004 Plan"), of which 293,766 shares may be issued upon the
     exercise of stock options that have been issued under the 2004 Plan and
     506,234 shares may be issued upon the exercise of stock options that may be
     issued under the 2004 Plan.

(2)  Share amounts have been rounded to the nearest whole share.

(3)  Prices have been rounded to the nearest penny.

(4)  Represents the aggregate of 506,234 shares that may be issued pursuant to
     awards that may be granted under the 2004 Plan.

(5)  Estimated, in accordance with Rule 457(c) and Rule 457(h)(1), solely for
     the purpose of calculating the registration fee. The Proposed Maximum
     Offering Price Per Share and the Proposed Maximum Aggregate Offering Price
     are based on the average of the high and low prices reported by the
     American Stock Exchange on August 1, 2005, which is within five (5)
     business days prior to the date of this Registration Statement.

(6)  Represents shares that may be issued upon the exercise of stock options
     that have been issued under the 2004 Plan.

(7)  Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
     and the Proposed Maximum Aggregate Offering Price have been calculated
     based on the exercise prices of options previously granted.

(8)  Represents shares that may be issued upon the exercise of stock options
     that have been issued under the 2000 Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement pursuant to Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act"), and the note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

     (1)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          March 3, 2005;

     (2)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          March 15, 2005;

     (3)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          March 31, 2005;

     (4)  the Registrant's Annual Report on Form 10-KSB for the year ended
          December 31, 2004, filed with the SEC on March 31, 2005;

     (5)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          April 25, 2005;

     (6)  the Registrant's Current Report on Form 8-K, filed with the SEC on
          April 26, 2005;

     (7)  the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2005, filed with the SEC on May 16, 2005;

     (8)  the Registrant's Current Report on Form 8-K, filed with the SEC on May
          17, 2005;

     (9)  the Registrant's Current Report on Form 8-K, filed with the SEC on May
          17, 2005;

     (10) the Registrant's Current Report on Form 8-K, filed with the SEC on May
          26, 2005;

     (11) the Registrant's Current Report on Form 8-K, filed with the SEC on
          June 17, 2005;

     (12) the Registrant's Current Report on Form 8-K, filed with the SEC on
          June 23, 2005;

     (13) the Registrant's Current Report on Form 8-K, filed with the SEC on
          June 29, 2005;

     (14) the Registrant's Current Report on Form 8-K, filed with the SEC on
          July 8, 2005; and

     (15) the description of the Registrant's common stock contained in its
          Registration Statement on Form 8-A under Section 12 of the Securities
          Exchange Act of 1934, as amended, dated August 27, 2004, including any
          amendment or reports filed for the purpose of updating such
          description.

      All documents subsequently filed by the Registrant with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

      Not applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not applicable.
Item 6.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers, as well as other employees and
individuals, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by any such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article XIII of the Registrant's Third Amended and Restated Certificate of
Incorporation and Article VI of the Registrant's Amended and Restated Bylaws
provide for indemnification by the Registrant of its directors and officers to
the fullest extent permitted by the Delaware General Corporation Law.

      Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock purchases, redemptions or other
distributions, or (iv) for any transaction from which the director derived an
improper personal benefit. Article XII of the Registrant's Third Amended and
Restated Certificate of Incorporation provides for such limitation of liability
to the fullest extent permitted by Section 102(b)(7) of the Delaware General
Corporation Law (or any successor section).

Item 7.   Exemption from Registration Claimed.

      Not applicable.

Item 8.   Exhibits.

      (a)   Exhibits.

            Exhibit Number                 Description
            --------------                 -----------

                  4.1        Amended and Restated Nephros 2000 Equity Incentive
                             Plan (incorporated by reference to Exhibit 10.1
                             filed with the Company's Registration Statement on
                             Form S-1 (No. 333-116162) as filed with the SEC on
                             July 20, 2004).

                  4.2        Nephros, Inc. 2004 Stock Incentive Plan
                             (incorporated by reference to Exhibit 10.2 filed
                             with the Company's Registration Statement on Form
                             S-1 (No. 333-116162) as filed with the SEC on July
                             20, 2004).

                  4.3        Amendment No. 1 to Nephros, Inc. 2004 Stock
                             Incentive Plan (filed herewith).

                  4.4        Fourth Amended and Restated Certificate of
                             Incorporation of the Registrant (filed herewith).

                  4.5        Amended and Restated By-laws of the Registrant
                             (incorporated by reference to Exhibit 3.2 filed
                             with the Company's Registration Statement on Form
                             S-1 (No. 333-116162) as filed with the SEC on
                             August 26, 2004).

                  5.1        Opinion of Kramer Levin Naftalis & Frankel LLP
                             (filed herewith).
23.1       Consent of Kramer Levin Naftalis & Frankel LLP
                             (included in Exhibit 5.1 to this Registration
                             Statement).

                  23.2       Consent of Grant Thornton LLP (filed herewith).

                  23.3       Consent of Deloitte & Touche LLP (filed herewith).

                  24.1       Power of Attorney (included on the signature page
                             of this Registration Statement).

Item 9.    Undertakings.

         The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution.

            (2) For the purpose of determining any liability under the
Securities Act, to treat each post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time as the initial bona fide offering thereof.

            (3) To file a post-effective amendment to remove from registration
any of the securities being registered that remain unsold at the end of the
offering.
SIGNATURES

      Pursuant to the requirements of the Securities Act, Nephros, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 5th day of
August, 2005.

                                     NEPHROS, INC.

                                     By: /s/ Norman J. Barta
                                        ------------------------------------
                                        Norman J. Barta
                                        President and Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below each severally constitutes and appoints Norman J. Barta his true
and lawful attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including pre-effective and
post-effective amendments) to this registration statement, and to file the same,
with all exhibits, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all which said attorney-in-fact and agent, or his substitute, may
lawfully do, or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                       Title                            Date
---------                       -----                            ----

/s/ Norman J. Barta             President, Chief                 August 5, 2005
-------------------------       Executive Officer and
Norman J. Barta                 Director

/s/ Marc L. Panoff              Chief Financial Officer          August 5, 2005
-------------------------       and Principal Accounting
                                Officer

/s/ Eric A. Rose, M.D.          Director                         August 5, 2005
-------------------------
Eric A. Rose, M.D.

/s/ Lawrence J. Centella        Director                         August 5, 2005
-------------------------
Lawrence J. Centella

/s/ Donald G. Drapkin           Director                         August 5, 2005
-------------------------
Donald G. Drapkin

/s/ Howard Davis                Director                         August 5, 2005
--------------------------
Howard Davis

/s/ William J. Fox              Director                         August 5, 2005
--------------------------
William J. Fox

/s/ W. Townsend Ziebold, Jr.    Director                         August 5, 2005
----------------------------
W. Townsend Ziebold, Jr.

/s/ Bernard Salick, M.D.        Director                         August 5, 2005
---------------------------
Bernard Salick, M.D.
EXHIBIT INDEX

            Exhibit Number                  Description
            --------------                  -----------

                  4.1         Amended and Restated Nephros 2000 Equity Incentive
                              Plan (incorporated by reference to Exhibit 10.1
                              filed with the Company's Registration Statement on
                              Form S-1 (No. 333-116162) as filed with the SEC on
                              July 20, 2004).

                  4.2         Nephros, Inc. 2004 Stock Incentive Plan
                              (incorporated by reference to Exhibit 10.2 filed
                              with the Company's Registration Statement on Form
                              S-1 (No. 333-116162) as filed with the SEC on July
                              20, 2004).

                  4.3         Amendment No. 1 to Nephros, Inc. 2004 Stock
                              Incentive Plan (filed herewith).

                  4.4         Fourth Amended and Restated Certificate of
                              Incorporation of the Registrant (filed herewith).

                  4.5         Amended and Restated By-laws of the Registrant
                              (incorporated by reference to Exhibit 3.2 filed
                              with the Company's Registration Statement on Form
                              S-1 (No. 333-116162) as filed with the SEC on
                              August 26, 2004).

                  5.1         Opinion of Kramer Levin Naftalis & Frankel LLP
                              (filed herewith).

                  23.1        Consent of Kramer Levin Naftalis & Frankel LLP
                              (included in Exhibit 5.1 to this Registration
                              Statement).

                  23.2        Consent of Grant Thornton LLP (filed herewith).

                  23.3        Consent of Deloitte & Touche LLP (filed herewith).

                  24.1        Power of Attorney (included on the signature page
                              of this Registration Statement).