<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>kl12054_8k.txt
<DESCRIPTION>FORM 8-K CURRENT REPORT
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported) December 21, 2004
                                                        -----------------



                                  Nephros, Inc.
                                  -------------
               (Exact Name of Registrant as Specified in Charter)

                        Commission File Number: 001-32288
                                                ---------

            Delaware                                            13-3971809
            --------                                            ----------
 (State or other Jurisdiction                                (I.R.S. Employer
        of Incorporation)                                   Identification No.)


                     3960 Broadway, New York, New York 10032
                     ---------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)


                                 (212) 781-5113
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 4.01. Change in Registrant's Certifying Accountant

   (a) On December 21, 2004, the Audit Committee of the Board of Directors of
Nephros, Inc. (the "Company") dismissed Grant Thornton, LLP ("Grant Thornton")
as the Company's registered independent public accounting firm and approved the
engagement of Deloitte & Touche LLP ("Deloitte & Touche") as the Company's
independent public accountants to audit the financial statements of the Company
for the fiscal year ending December 31, 2004. Pursuant to the Company's Audit
Committee Charter, the Audit Committee of the Company's Board of Directors has
sole authority to terminate and to appoint the Company's independent auditors.
Accordingly, the dismissal of Grant Thornton and the engagement of Deloitte &
Touche were approved solely by the Audit Committee.

   Except as noted in the next sentence, the audit reports of Grant Thornton on
the financial statements of the Company for the fiscal years ended December 31,
2003 and 2002 did not contain any adverse opinion or a disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles. The report of Grant Thornton on the Company's financial statements
for the fiscal years ended December 31, 2003 and 2002 included an explanatory
paragraph that noted substantial doubt about the Company's ability to continue
as a going concern.

   During the fiscal years ended December 31, 2003 and 2002 and through December
21, 2004, the Company had no disagreement with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Grant Thornton, would have caused it to make reference to the subject matter
thereof in connection with its reports. During the years ended December 31, 2003
and 2002 and through December 21, 2004, there have been no events reportable
pursuant to Item 304(a)(1)(iv)(B) of regulation S-B.

   The Company has provided a copy of the above disclosures to Grant Thornton
and has requested that it furnish a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements and, if
not, stating the respects in which it does not agree. A copy of such letter,
dated December 23, 2004, is filed as Exhibit 16.1 to this Form 8-K.

   (b) On December 23, 2004, the Audit Committee of the Board of Directors of
the Company engaged the accounting firm of Deloitte & Touche as the Company's
independent public accountants to audit the Company's financial statements for
the fiscal year ending December 31, 2004. Pursuant to the Company's Audit
Committee Charter, the decision to engage Deloitte & Touche was made solely by
the Audit Committee of the Board of Directors of the Company. During the fiscal
years ended December 31, 2003 and 2002 and through December 23, 2004, the
Company did not consult with Deloitte & Touche regarding either the application
of accounting principles to a specific completed or contemplated transaction or
the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company that was an important factor considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue. During the
Company's fiscal years ended December 31, 2003 and 2002 and through December 23,
2004, the Company did not consult with Deloitte & Touche regarding any matter
that was the subject of a disagreement or event identified in response to Item
304(a)(1)(iv) of Regulation S-B.

Item 8.01. Other Events.

   On December 23, 2004, Nephros, Inc. issued a press release announcing it has
retained the services of Deloitte & Touche LLP as the Company's independent
registered public accountants. A copy of this press release is attached hereto
as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

      (c)   Exhibits

      16.1  Letter from Grant Thornton to the Securities and Exchange
            Commission, dated December 23, 2004

      99.1  Press Release issued by Nephros, Inc. dated December 23, 2004

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: December 23, 2004



                                          NEPHROS, INC.

                                          By: /s/ Marc L. Panoff
                                             ---------------------------------
                                             Marc L. Panoff
                                             Chief Financial Officer (Principal
                                             Financial and Accounting Officer)



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</DOCUMENT>
