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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1. Name and Address of Reporting Person * Southpaw Asset Management LP   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) FOUR GREENWICH OFFICE PARK 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2007 (Street) GREENWICH,, CT 06831 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 (1) 11/14/2007   C(2)   253,767 A $ 0.706 253,767 (3) I See footnote (4) Common Stock (1) 11/14/2007   C(2)   2,931,638 A $ 0.706 3,185,405 (3) I See footnote (4)

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

Series A 10% Secured Convertible Note due 2008 (1)

$ 0.706 (5)

11/14/2007

C(2)

$ 176,500

(6)

(7)

Common Stock and Warrants to Purchase Common Stock

375,000 (3)

(1)

$ 2,038,461.54

I

See footnote (4)

Series B 10% Secured Convertible Note due 2008 (1)

$ 0.706 (5)

11/14/2007

C(2)

$ 2,038,461.54

(6)

(7)

Common Stock and Warrants to Purchase Common Stock

2,887,339 (3)

(1)

0

I

See Footnote (4)

Class D Warrant for the Purchase of Shares of Common Stock (1)

$ 0.9

11/14/2007

C(2)

125,000

11/14/2007

11/14/2012

Common Stock

125,000

(1)

125,000

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Southpaw Asset Management LP FOUR GREENWICH OFFICE PARK GREENWICH,, CT 06831		X
Southpaw Credit Opportunity Master Fund, L.P. FOUR GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Southpaw Holdings LLC FOUR GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Wyman Kevin FOUR GREENWICH OFFICE PARK GREENWICH, CT 06831		X
Golden Howard FOUR GREENWICH OFFICE PARK GREENWICH, CT 06831		X

Signatures

/s/ Kevin Wyman		12/11/2007
**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)	See Exhibit 99.
(2)	See Exhibit 99.
(3)	See Exhibit 99.
(4)	See Exhibit 99.
(5)	See Exhibit 99.
(6)	See Exhibit 99.
(7)	See Exhibit 99.

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