SCHEDULE 14A

          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     Filed by the registrant [X]

     Filed by a party other than the registrant [ ]

     Check the appropriate box:

     [ ] Preliminary proxy statement.       [ ] Confidential, for use of the
                                                Commission only (as permitted by
                                                Rule 14a-6(e)(2)).

     [ ] Definitive proxy statement.

     [X] Definitive additional materials.

     [ ] Soliciting material pursuant to Section 240.14a-12

                          NORTHFIELD LABORATORIES INC.
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                (Name of Registrant as Specified in Its Charter)

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    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

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         0-11.

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     (2) Aggregate number of securities to which transaction applies:

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         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

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     [ ] Fee paid previously with preliminary materials.
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                                                          NEWS

[FRB LETTERHEAD]                          RE:       NORTHFIELD LABORATORIES INC.
                                                 1560 SHERMAN AVENUE, SUITE 1000
                                                              EVANSTON, IL 60201
                                                                  (847) 864-3500
                                                          WWW.NORTHFIELDLABS.COM


FOR FURTHER INFORMATION:


     AT NORTHFIELD LABORATORIES:         AT FRB | WEBER SHANDWICK:
     Steven A. Gould, M.D.               Bill Schmidle         Cindy Martin
     Chief Executive Officer             Investors             Media
     (847) 864-3500                      (312) 640-6753        (312) 640-6741


FOR IMMEDIATE RELEASE
WEDNESDAY, JULY 24, 2002

                        NORTHFIELD LABORATORIES ANNOUNCES
                          BOARD AND MANAGEMENT CHANGES

EVANSTON, ILLINOIS, JULY 24, 2002 - NORTHFIELD LABORATORIES INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute for trauma and
elective surgery situations, announced today that Richard E. DeWoskin, one of
the Company's founders and its Chairman and Chief Executive Officer, will resign
as a director and officer of the Company effective today. Steven A. Gould, M.D.,
also one of the Company's founders and Northfield's current President and a
director of the Company, will become Northfield's Chairman and Chief Executive
Officer.

Mr. DeWoskin commented, "When I helped found Northfield, I never envisioned that
my tenure as Chairman and Chief Executive Officer would be this long. Over the
years, as a team, we have produced many scientific and clinical accomplishments
and I couldn't be more proud of our performance. However, as changes occur in
our business environment, I now feel that we at Northfield need to view our
continuing development from a different perspective. I believe that this will be
best accomplished with a new and very capable hand at the tiller. As we are in
the process of electing a slate of directors, this is a logical time for me to
step down and facilitate a smooth transition. I will continue my enthusiastic
support of Northfield and am confident that the Company will be successful in
reaching the goals we have all been pursuing."

Dr. Gould said, "This is a remarkable day in the history of Northfield. Richard
has devoted his professional career to the development of a human blood
substitute and has been the driving force behind bringing Northfield's
PolyHeme(TM) blood-substitute product to its current stage of development. When
I joined the Company on a full-time basis a number of years ago, Richard and I
began to discuss a plan for succession. This transition is an indication of the
growth and maturity of our organization. We are grateful for all of Richard's
efforts, and wish him well in his future endeavors." Dr. Gould added that Mr.
DeWoskin has agreed to continue to assist the Company by providing consulting



                                     -MORE-

FRB | Weber Shandwick Worldwide serves as financial relations counsel to this
company, is acting on the company's behalf in issuing this bulletin and
receiving compensation therefor. The information contained herein is furnished
for information purposes only and is not to be construed as an offer to buy or
sell securities.


NORTHFIELD LABORATORIES INC.
ADD 1


services in connection with certain scientific, regulatory, manufacturing,
intellectual property and other matters.

Dr. Gould stated, "As Chairman and Chief Executive Officer, I intend to
aggressively pursue a number of issues that are essential for our future success
and that will, over the long term, increase shareholder value." Dr. Gould
outlined the following as his goals:

     -    continue to work with the Food and Drug Administration to resolve as
          quickly as possible the status of Northfield's Biologics License
          Application, or BLA, and move forward with the regulatory approval
          process for PolyHeme(TM);

     -    raise additional capital;

     -    secure a partnership with a major pharmaceutical company; and

     -    increase Northfield's profile in the scientific and investment
          communities.

"Based on our discussions with the FDA, we have learned that many of the
agency's concerns are focused on the perceived broad nature of the proposed
indication for use of the product, the validity of the historical control group,
and the actual trial design itself. The agency is concerned with the possibility
that PolyHeme might be used in situations other than those involving unplanned,
life-threatening blood loss where no alternative treatment is available.

"Our dialogue with the FDA has been productive and instructive for both sides.
We believe that the FDA's stated concerns will be effectively addressed and that
we will reach a successful conclusion to this process. Certainty regarding our
FDA regulatory status is essential to positioning ourselves to move rapidly and
effectively to raise funds in the capital markets once the climate on Wall
Street becomes more favorable, and to enhance our ability to secure a
world-class partner on attractive terms for our shareholders."

Dr. Gould added, "In the future, we will strive to expand our communications
with our current shareholders and potential new investors regarding important
developments relating to Northfield's progress toward its goals. We also plan to
increase our profile and enhance our stature in both the scientific and
investment communities. I expect a smooth transition in management and believe
that with the continuing support of our employees and investors, we will be
successful in bringing PolyHeme to the market."

As a result of his new position and its responsibilities, Dr. Gould stated that
the company will initiate a search for a President and for an individual to head
medical affairs.

Northfield also announced that its 2002 annual meeting of stockholders will be
held on Friday, September 13, 2002, at 10:00 a.m. CDT at its executive offices
in Evanston, Illinois. After the completion of the official business matters,
the annual business update will be presented. The live proceedings will be
simultaneously broadcast on the Internet, including a live question and answer
session.


                                     -MORE-



NORTHFIELD LABORATORIES INC.
ADD 2

Stockholders of record as of July 22, 2002 will be entitled to vote at the
annual meeting. Northfield's board of directors, based on the recommendation of
the independent directors serving on the board's nominating committee, has
nominated Steven A. Gould, M.D., Gerald S. Moss, M.D., Bruce S. Chelberg, Jack
Olshansky and David A. Savner, each of whom currently serves as a Northfield
director, for election at the annual meeting.

The nominating committee of Northfield's board of directors has also recommended
that the board be expanded to include two new members, John F. Bierbaum and Paul
M. Ness, M.D. Mr. Bierbaum is Executive Vice President of PepsiAmericas Inc.,
Northfield's largest stockholder. In this capacity, he directs corporate growth
and investor relations. Previously, he was Senior Vice President, Chief
Financial Officer and Director of PepsiAmericas, Inc, and before that, served as
Vice President and Chief Financial Officer of Pohlad Companies. Mr. Bierbaum is
a certified public accountant.

Dr. Ness is Professor of Pathology, Medicine and Oncology at the Johns Hopkins
University School of Medicine and has been Director of the Transfusion Medicine
Division since 1979. He is the Scientific Director of the American Red Cross
Blood Services Greater Chesapeake and Potomac Region. He has served on the Blood
Products Advisory Committee of the FDA as well as on numerous FDA advisory
panels. Dr. Ness is a past president of the American Association of Blood Banks.

The seven director nominees proposed by Northfield include four independent
directors.

Statements in this release that are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, which may cause the
company's actual results in the future to differ materially from expected
results. These risks include, among others: competition from other blood
substitute products; the company's ability to obtain regulatory approval to
market PolyHeme commercially; the company's and/or its representative's ability
to successfully market and sell PolyHeme; the company's ability to manufacture
PolyHeme in sufficient quantities; the company's ability to obtain an adequate
supply of raw materials; the company's ability to maintain intellectual property
protection for its proprietary product and to defend its existing intellectual
property rights from challenges by third parties; the availability of capital to
finance planned growth; and the extent to which the hospitals and physicians
using PolyHeme are able to obtain third-party reimbursement, as described in the
company's filings with the Securities and Exchange Commission.

Northfield, the members of its board of directors and certain of its executive
officers may be deemed to be participants in the solicitation of proxies in
connection with Northfield's 2002 annual meeting of stockholders. Information
regarding each participant will be included in the proxy statement that will be
filed by Northfield with the Securities and Exchange Commission in connection
with the annual meeting. Shareholders are urged to read the proxy statement
carefully when it becomes available because it will contain important
information. Northfield's proxy statement will be available without charge at
the SEC's Internet web site at www.sec.gov. In addition, Northfield will provide
copies of its proxy statement without charge upon request. Requests for copies
of the proxy statement should be directed to Northfield at (847) 864-3500.

             Visit the Northfield website at: www.northfieldlabs.com
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