8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 28, 2006

NORTHFIELD LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-24050	36-3378733
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1560 Sherman Avenue
Suite 1000
Evanston, Illinois 60201-4800
(Address of Principal Executive Offices and Zip Code)

(847) 864-3500
(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))

     Explanatory Note: This Form 8-K/A is being filed to correct a typographical error in the current report on Form 8-K dated July 28, 2006 filed by Northfield Laboratories Inc. This amendment changes the dates for “August 14, 2005” to “August 14, 2006” in the Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On July 28, 2006, Northfield Laboratories Inc., a Delaware corporation (the “Company”), announced the appointment of John J. Hinds as Vice President Finance. Mr. Hinds will serve as the Company’s principal financial and accounting officer effective beginning as of August 14, 2006.

     The Company also announced that Jack J. Kogut, who previously served as the Company’s Senior Vice President Finance, will assume the title of Senior Vice President Administration effective as of August 14, 2006. Following the effective date of this change in title, Mr. Kogut will receive an annual base salary of $250,000 under his existing employment agreement with the Company, which will otherwise continue in accordance with its terms.

Item 9.01. Financial Statements and Exhibits.

          (c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 28, 2006

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.

Dated: August 18, 2006	NORTHFIELD LABORATORIES INC.
	By:	/s/ Jack J. Kogut
		Jack J. Kogut
		Senior Vice President Administration

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 28, 2006

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION CONTACT:

Sophia H. Twaddell
Vice President, Corporate Communications
(847) 864-3500
stwaddell@northfieldlabs.com

FINAL
NOT FOR IMMEDIATE RELEASE

NORTHFIELD LABORATORIES NAMES
VICE PRESIDENT FINANCE

EVANSTON, IL—July 28, 2006— Northfield Laboratories Inc. (Nasdaq: NFLD) announced today it has appointed John J. Hinds as Vice President Finance, reporting to Steven A. Gould, M.D., Chairman and Chief Executive Officer. Mr. Hinds will serve as the Company’s principal financial and accounting officer. He will begin his duties at Northfield on August 14, 2006.

Mr. Hinds brings more than 18 years experience in finance and accounting in both public and private companies to his position at Northfield. He has had extensive experience in the financial control of rapid growth companies. Prior to joining Northfield, Mr. Hinds served as Vice President Finance, Products at Bowe Bell + Howell. In that position, he was responsible for financial and shared service functions, including information services, as well as supply chain management. Prior to that position, Mr. Hinds served as Senior Finance Manager, Gateway, Inc. and as Business Unit Controller at Baxter Healthcare Corporation. Mr. Hinds began his career at Deloitte & Touche.

Mr. Hinds holds B.S. in Accounting from DePaul University and is a C.P.A.

Jack J. Kogut, who previously served as the Company’s Senior Vice President Finance, will assume the title of Senior Vice President Administration.

About Northfield Laboratories

Northfield Laboratories Inc. is a leader in developing an oxygen-carrying red blood cell substitute for the treatment of life-threatening blood loss, when an oxygen-carrying fluid is required and red blood cells are not available. PolyHeme^® is a solution of chemically modified human hemoglobin that requires no cross matching and is therefore compatible

1560 Sherman Avenue, Suite 1000, Evanston, IL 60201-4800 Tel: 847-864-3500

with all blood types. It has a shelf life in excess of 12 months. Enrollment is currently underway in a pivotal Phase III trial of PolyHeme^® beginning in the pre-hospital setting. For further information, visit www.northfieldlabs.com.

This press release may contain forward-looking statements concerning, among other things, Northfield’s future business plans and strategies and clinical and regulatory developments affecting our PolyHeme^® red blood cell substitute product. These forward-looking statements are identified by the use of such terms as “intends,” “expects,” “plans,” “estimates,” “anticipates,” “should,” “believes” and similar terms. These forward-looking statements involve inherent risks and uncertainties. Our actual results may therefore differ materially from those predicted by the forward-looking statements because of various factors and possible events, including our ability to obtain FDA approval to market PolyHeme commercially, the availability of capital to finance our clinical trials and ongoing business operations, our ability to obtain adequate supplies of raw materials and to manufacture PolyHeme in commercial quantities, our ability to market PolyHeme successfully, the possibility that competitors will develop products that will render PolyHeme obsolete or non-competitive, our ability to protect our intellectual property rights, the outcome of certain governmental inquiries and purported class action lawsuit as described in our most recently filed quarterly report on Form 10-Q, the possibility that we may be subject to product liability claims and other legal actions, our dependency on a limited number of key personnel, the uncertainty of third party reimbursement for our product and other risks and uncertainties described from time to time in our periodic reports filed with the Securities and Exchange Commission, including our most recently filed quarterly report on Form 10-Q and annual report on Form 10-K. These forward-looking statements speak only as of the date of this press release. We do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the time such statement is made. All subsequent written and oral forward-looking statements attributable to Northfield or any person acting on our behalf are qualified by this cautionary statement.

1560 Sherman Avenue, Suite 1000, Evanston, IL 60201-4800 Tel: 847-864-3500