SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Enso Capital Management LLC (Last) (First) (Middle) 540 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 11/14/2007
	4. If Amendment, Date of 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

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(1)		C		3,446,001	A	(1)	3,446,001	I(2)	See footnote(3)
Common Stock	05/27/2008		P		1,249,904	A	$0.7	1,249,904	I(2)	See footnote(4)

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 Securities Underlying Derivative Security (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: 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(1)		C			1	(1)	(5)	Common Stock and Warrants to Purchase Common Stock	(6)	(1)(6)	0	I(2)	See Footnote(3)
Class D Warrants to Purchase Common Stock	$0.9	11/14/2007		C		1,723,001		11/14/2007	11/14/2012	Common Stock	1,723,001	(1)(6)	1,723,001	I(2)	See footnote(4)

1. Name and Address of Reporting Person* Enso Capital Management LLC (Last) (First) (Middle) 540 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Enso Capital Management Ltd (Last) (First) (Middle) 540 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fink Joshua A (Last) (First) (Middle) 540 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Enso Global Equities Master Partnership LP (Last) (First) (Middle) 540 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series A 10% Secured Convertible Note due 2008 (the "Note") automatically converted on the twenty-first (21st) day after the issuer sent its stockholders a definitive Schedule 14C information statement relating to certain actions taken by stockholders of the issuer by written consent (the "Automatic Conversion Date").

2. Enso Capital Management, Ltd., as general partner of Enso and Levered, may be deemed to beneficially own the securities reported herein. Enso Capital Management LLC, as investment manager of Enso and Levered, may also be deemed to beneficially own the securities reported herein. Joshua A. Fink is the Director of Enso Capital Management, Ltd. and Chief Executive Officer and Chief Investment Officer of Enso Capital Management LLC. Mr. Fink may also be deemed to beneficially own the securities reported herein. Enso Capital Management, Ltd., Enso Capital Management LLC and Mr. Fink each disclaim beneficial ownership of the securities reported herein and this report shall not be deemed an admission that they are the beneficial owners of such securities except in the case of Mr. Fink to the extent of his interest in each partner of Enso.

3. These securities are owned directly by Enso Global Equities Master Partnership, LP ("Enso").

4. These securities are owned directly by Enso Global Equities Levered Master Partnership, LP ("Levered").

5. The maturity date of the Note is September 25, 2008.

6. The original principal amount of the Note was $2,400,000. The Note accrued interest at a rate of 10% per annum, and by the terms of the Note the principal amount and accrued interest were converted automatically into shares of Common Stock on the Automatic Conversion Date at the conversion rate ($0.706). Warrants were issued upon conversion of the Note to purchase a number of shares of Common Stock equal to 50% of the number of shares of Common Stock issued upon the conversion of the Note.

Remarks:

	/s/ Salina Love, Chief Operating Officer	05/30/2008
	/s/ Salina Love, Chief Operating Officer	05/29/2008
	/s/ Joshua A. Fink	05/29/2008
	/s/ Salina Love, Chief Operating Officer of Enso Capital Management, Ltd. (general partner of Enso Global Equities Master Partnership, LP)	05/29/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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