<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>kl09089_ex24.txt
<DESCRIPTION>EXHIBIT 24 POWER OF ATTORNEY
<TEXT>
                                                                    Exhibit 24.1


                                POWER OF ATTORNEY

           Know all by these presents, that the undersigned hereby constitutes
and appoints W. Townsend Ziebold, Jr., the undersigned's true and lawful
attorney-in-fact to:

           (1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a beneficial owner of the securities of Nephros, Inc.
(the "Company), (a) Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder, (b) Schedule 13D
and/or Schedule 13G (and the amendments thereof) in accordance with Section
13(d) of the Exchange Act and the rules thereunder, and (c) any questionnaires
required by the Company or its underwriters in connection with any public
offering by the Company or any stockholder of the Company, of the Company's
securities;

           (2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any (a)
such Form 3, 4, or 5, complete and execute any amendment or amendments thereto
and timely file such form with the United States Securities and Exchange
Commission (the "SEC") and any stock exchange or similar authority, (b) such
Schedule 13D or Schedule 13G, complete and execute any amendment or amendments
thereto, and timely file such Schedule with the SEC and any stock exchange or
similar authority, and (c) such questionnaires required by the Company or its
underwriters in connection with any public offering by the Company or any
stockholder of the Company, of the Company's securities; and

           (3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and/or
schedule and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

           The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

           This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 and Schedule 13D
or Schedule 13G with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorney-in-fact.

           IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of July, 2004.

/s/ Bruce Wasserstein
-----------------------------
Signature



</TEXT>
</DOCUMENT>
