Exhibit
4.11

       

      
        
          	
                  Certificate
      No._____

                	
                  No.
      of Rights _____

                
	 
      	
                  CUSIP
      __________

                


        



      THE TERMS
AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS
DATED [•], 2010 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
MORROW & CO., LLC, THE INFORMATION AGENT.


      


      NEPHROS,
INC.

      (Incorporated
under the laws of the State of Delaware)

      


      NON-TRANSFERRABLE
SUBSCRIPTION RIGHTS CERTIFICATE

      


      Evidencing
Subscription Rights, each to Purchase 4.185496618 Units, each Unit consisting of
One Share of Common Stock and a Warrant to Purchase 0.924532845 Shares of Common
Stock of Nephros, Inc.

      


      Subscription
Price: $0.02 per Unit

      


      THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN
TIME, ON [•], 2010, UNLESS EXTENDED BY THE COMPANY.

      


      THIS
CERTIFIES THAT

      


      the
registered owner whose name is inscribed hereon is the owner of the number of
non-transferrable subscription rights (“Rights”) set forth on the face of this
certificate.  Each whole Right entitles the holder thereof to
subscribe for and purchase 4.185496618 Units (the “Units”), each consisting of
one share of common stock, with a par value of $0.001 per share, and a warrant
to purchase 0.924532845 shares of common stock of Nephros, Inc., a Delaware
corporation (the “Company”), at a subscription price of $0.02 per Unit (the
“Basic Subscription Privilege”), pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the
Prospectus and the “Instructions for Use of Subscription Rights Certificates”
accompanying this Subscription Rights Certificate.  The Rights
represented by this Subscription Rights Certificate expire at 5:00 p.m., Eastern
Time, on [•], 2010, unless
extended. If any Units available for purchase in the Rights Offering are not
purchased by other holders of Rights pursuant to the exercise of their Basic
Subscription Privilege (the “Available Units”), any Rights holder that exercises
its Basic Subscription Privilege in full may subscribe for a number of Available
Units pursuant to the terms and conditions of the Rights Offering, subject to
proration, as described in the Prospectus (the “Over-Subscription
Privilege”).  The Rights represented by this Subscription Rights
Certificate may be exercised by completing the Form of Election to Purchase on
the reverse side hereof and by returning the full payment of the subscription
price for each Unit in accordance with the “Instructions for Use of Subscription
Rights Certificates” that accompanies this Subscription Rights
Certificate.

      


      This
Subscription Rights Certificate is not valid unless countersigned by the
transfer agent and registered by the registrar.

      


      WITNESS
the facsimile signatures of two duly authorized officers of Nephros,
Inc.


      


      
        
          
            
              	
                      ________________________________________

                    	                           	
                            
                        ________________________________________

                      

                    
	
                      Acting
      Chief Executive Officer

                    	 	
                      Chief
      Financial Officer

                    


            

          

        

      

      


      
        
          
            
              
                	 
      	
                        COUNTERSIGNED AND REGISTERED

                      
	  	
                        CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                      
	 
      	 
      
	 
      	
                        BY:

                      	
                        _________________________________________

                      
	 
      	 
      	
                        as
      TRANSFER AGENT AND REGISTRAR

                      
	
                        DATED:
      [•], 2010

                      	 
      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

      


      Delivery
other than in the manner or to the address listed below will not constitute
valid delivery.

      


      If delivery by hand, mail,
or overnight courier:

      


      Continental
Stock Transfer & Trust Company

      17
Battery Place, 8th
Floor

      New York,
NY 10004

      (212)
509-4000, ext. 536

       

      PLEASE
PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

       

      
        
          
            
              	
                      FORM
      1 – EXERCISE OF SUBSCRIPTION RIGHTS

                       

                      To
      subscribe for Units pursuant to your Basic Subscription Privilege, please
      complete lines (a) and (c) and sign under Form 3 below.  To
      subscribe for Units pursuant to your Over-Subscription Privilege, please
      also complete line (b) and sign under Form 3 below.  To the
      extent you subscribe for more Units than you are entitled under either the
      Basic Subscription Privilege or the Over-Subscription Privilege, you will
      be deemed to have elected to purchase the maximum number of shares for
      which you are entitled to subscribe under the Basic Subscription Privilege
      or Over-Subscription Privilege, as applicable.

                       

                      (a) 
      EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:

                       

                      I
      subscribe for ___________
      Units               
      ×       
      $0.02              
      =        
      $______________

                       (no.
      of
      Units)                      (Subscription
      Price)                     (Payment)

                       

                      (b)
       EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:

                       

                       If you have
      exercised your Basic Subscription Privilege in full and wish to subscribe
      for
      additional  Available Units
      pursuant to your Over-Subscription
      Privilege:

                       

                       
      I subscribe for ___________ Available Units    ×
            $0.02              
      =         
      $______________

                        (no.
      of
      Units)                                (Subscription
      Price)                 (Payment)

                       

                      (c)
      TOTAL AMOUNT OF PAYMENT
ENCLOSED: $___________________

                    	 
      	
                      FORM
      2 – DELIVERY TO DIFFERENT ADDRESS

                       

                      If
      you wish for the Units underlying your subscription right or a certificate
      represented unexercised subscription rights to be delivered to an address
      different from that shown on the face of this Subscription Rights
      Certificate, please enter the alternate address below, sign under Form 3
      and have your signature guaranteed under Form 4.

                       

                      ____________________________________________

                       

                      ____________________________________________

                        

                      ____________________________________________

                       

                      FORM
      3 – SIGNATURE

                       

                      TO
      SUBSCRIBE: I acknowledge that I have received the Prospectus for this
      Rights Offering and I hereby irrevocably subscribe for the number of Units
      indicated above on the terms and conditions specified in the Prospectus
      and the “Instructions for Use of Subscription Rights Certificates”
      accompanying this Subscription Rights Certificate..

                       

                      Signature(s):  __________________________________________________________________

                       

                      IMPORTANT:
      The signature(s) must correspond to the name(s) as printed on the reverse
      of this Subscription Rights Certificate in every particular, without
      alteration or enlargement, or any other change
  whatsoever.

                    
	 	 	 
	
                      METHOD
      OF PAYMENT (CHECK ONE)

                       

                      o
           Check drawn on a U.S. bank payable to
      “Continental Stock Transfer &
      Trust
      Company

                         (acting
      as
      subscription
      agent
      for Nephros, Inc.).”  Funds
      paid by a personal check may take

                        
      at  least
      five business days to clear.

                       

                      o
           U.S. Postal money order payable to
      “Continental Stock Transfer & Trust
      Company
      (acting

                         as
      subscription
      agent
      for Nephros, Inc.).”

                       

                      o Wire
      transfer of immediately available funds directly to the account 
      maintained
      by

                        Continental
      Stock
      Transfer
      & Trust Company
      as agent for Neptros, Inc., for purposes of

                       
      accepting subscriptions in the Rights Offering,
      at JPMorgan Chase, ABA
      #021-000021,

                        Account  
      #475-508351 FBO Nephros, Inc. Subscription, with reference
      to the Rights holder’s

                       
      name.

                    	 
      	
                      FORM
      4 – SIGNATURE GUARANTEE

                       

                      This
      form must be completed if you have completed any portion of Form
      2.

                       

                      Signature
      Guaranteed:
      ___________________________________________________

                                                                                            (Name
      of Bank or Firm)

                       

                      By:
      ___________________________________________

                                                      (Signature
      of Officer)

                       

                      IMPORTANT:
      The signature(s) should be guaranteed by an eligible guarantor institution
      (bank, stock broker, savings & loan association or credit union) with
      membership in an approved signature guarantee medallion program pursuant
      to Securities and Exchange Commission Rule
  17Ad-15.

                    


            

          

        

      

       

      FOR
ADDITIONAL INSTRUCTIONS ON THE USE OF NEPHROS, INC. SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT MORROW & CO., LLC, THE INFORMATION AGENT, AT (800)
414-4313.