Unassociated Document
NEPHROS,
INC.
41 GRAND
AVENUE
RIVER
EDGE, NEW JERSEY 07661
VIA
EDGAR October
1, 2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-6010
Attention: Celia
Soehner
|
|
Re:
|
Nephros,
Inc.
Registration
Statement on Form S-1 (Reg. No.
333-167022)
|
Ladies
and Gentlemen:
Pursuant to Rule 477 of the Securities
Act of 1933, as amended, Nephros, Inc. respectfully requests that the Securities
and Exchange Commission consent to the withdrawal, effective as of the date
hereof, of the Registration Statement referenced above. Nephros
is making the request because of unfavorable market conditions.
The Registration Statement was filed on
May 21, 2010, but has not been declared effective. Nephros did not
sell any securities pursuant to the Registration Statement.
Please be advised that Nephros may
undertake a subsequent private offering in reliance on Rule 155(c).
It is
Nephros’ understanding that this application for withdrawal of the Registration
Statement will be deemed granted as of the date that it is filed with the
Commission unless, within 15 days after such date, Nephros receives notice from
the Commission that this application will not be granted.
Nephros
also requests in accordance with Rule 457(p) of the Securities Act that all fees
paid to the Commission in connection with the filing of the Registration
Statement be credited to Nephros’ account for future use.
Please direct all inquiries to our
counsel, Alexander M. Donaldson, at (919) 781-4000.
Respectfully,
NEPHROS, INC.
/s/ Gerald J.
Kochanski
Gerald J. Kochanski
Chief Financial Officer