SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* DRAPKIN DONALD G (Last) (First) (Middle) 35 EAST 62ND ST. (Street) NEW YORK NY 10021 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/20/2004	3. Issuer Name and Ticker or Trading Symbol NEPHROS INC [ NEP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	355,464	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	26,279	(2)	D
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	36,856	(3)	D
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	91,323	(4)	D
Non-qualified stock option (right to buy)	05/30/2003(5)	05/30/2013	Common Stock	132,504(5)	$1.76	D

Explanation of Responses:

1. Upon issuance, such shares were immediately convertible with no expiration.

2. Mr. Drapkin's 92,500 shares of Series A Convertible Preferred Stock are convertible into 26,279 shares of common stock.

3. Mr. Drapkin's 111,050 shares of Series C Convertible Preferred Stock, together with dividends accrued through May 31, 2004, are convertible into 36,856 shares of common stock.

4. Mr. Drapkin's 203,102 shares of Series D Convertible Preferred Stock, together with dividends accrued through May 31, 2004, are convertible into 91,323 shares of common stock.

5. On May 30, 2003 the Company granted Mr. Drapkin an option to purchase approximately 165,630 shares of common stock of the Company under the Company's 2000 Equity Incentive Plan. The option has vested with respect to approximately 99,378 shares. The option will vest with respect to approximately 33,126 shares on May 30, 2005, provided that Mr. Drapkin remains a director of the Company through such time. The remainder of the option vests with respect to approximately 19,887 and 13,239 shares upon the Company's achievement of certain milestones, which have not yet been achieved.

	/s/ Donald G. Drapkin	09/23/2004
	** Signature of Reporting Person	Date
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