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 *
WEXFORD CAPITAL LLC
   2. Issuer Name and Ticker or Trading Symbol
NEPHROS INC [NEP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
411 WEST PUTNAM AVENUE, SUITE 125		 3. Date of Earliest Transaction (Month/Day/Year)
11/14/2007
(Street)

GREENWICH, CT 06830		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
Common Stock 11/14/2007   C(1)   14,381,621 A $ 0.706 14,381,621 I Lambda Investors LLC (2)

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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
Series A 10% Secured Convertible Note due 2008 $ 0.706 11/14/2007   C(1)     $ 10,153,424 (1)   (3)   (4) Common Stock and a Warrant to Purchase Common Stoc (5) (1) 0 I Lambda Investors LLC (2)
Class D Warrant for the Purchase of Shares of Common Stock $ 0.9 11/14/2007   C(1)   7,190,811   11/14/2007 11/14/2012 Common Stock 7,190,811 (1) 7,190,811 I Lambda Investors LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEXFORD CAPITAL LLC
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT 06830		     X    
DAVIDSON CHARLES E
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT 06830		     X    
JACOBS JOSEPH
411 WEST PUTNAM AVENUE
SUITE 125
GREENWICH, CT 		     X    

Signatures

 Arthur Amron, Partner and Secretary of Wexford Capital LLC   11/16/2007
**Signature of Reporting Person Date
 Joseph Jacobs   11/16/2007
**Signature of Reporting Person Date
 Charles Davidson   11/16/2007
**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) These transactions reflect the conversion of a Series A 10% Secured Convertible Note due 2008 in the original principal amount of $10,000,000 (the ?Note?) into 14,381,621 shares of common stock and a Class D Warrant to purchase 7,190,811 shares of common stock (the ?Warrant?). The amount due under the Note at the time of conversion, including interest that accrued between the issuance and conversion of the Note, was $10,153,424.66. The Note was converted into common stock at a conversion price of $0.706 per share, and the number of shares underlying the Warrant is equal to 50% of the number of shares of common stock issued upon conversion.
(2) The securities reported on this Form 4 are owned by Lambda Investors LLC (?Lambda?). Wexford Capital LLC (?Wexford?), as manager of Lambda, may be deemed to beneficially own the reported securities. Charles E. Davidson (?Davidson?) and Joseph M. Jacobs (?Jacobs?) are the managing members of Wexford. Davidson and Jacobs may also be deemed to beneficially own the reported securities. Wexford, Davidson and Jacobs each disclaims beneficial ownership of the reported securities, and this report shall not be deemed as an admission that they are the beneficial owners of the reported securities except in the case of Davidson and Jacobs to the extent of their interests in each member of Lambda.
(3) The Note would only convert on the twenty-first (21st) day after the issuer sent or gave its stockholders a definitive Schedule 14C information statement relating to certain actions taken by stockholders of the issuer by written consent.
(4) The maturity date of the Note prior to its conversion was September 19, 2008.
(5) Based on the original principal amount of the Note, the Note would have been convertible into 14,164,306 shares of common stock and a warrant to purchase an additional 7,082,153 shares of Common Stock (for a total of 21,246,459 underlying shares of common stock). As a result of the accrual of interest, the Note was actually converted into 14,381,621 shares of common stock and the Warrant to purchase an additional 7,190,811 shares of common stock (for a total of 21,572,432 underlying shares of common stock).

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