8-K

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): May 15, 2009

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))

Item 7.01. Regulation FD Disclosure.

     On May 15, 2009, Northfield Laboratories Inc. issued a press release announcing that it had determined to wind down its business operations and carry out an orderly disposition of its assets.

     The information in this Item 7.01 and the exhibit referenced in Item 9.01 below will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 15, 2009.

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.

	NORTHFIELD LABORATORIES INC.
	By:	/s/ Robert L. McGinnis
		Robert L. McGinnis
Dated: May 15, 2009		Senior Vice President- Operations

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 15, 2009.

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION CONTACT:

Media Inquiries:	Investor Inquiries:
Tom Laughran Fleishman-Hillard (312) 932-2834 tom.laughran@fleishman.com	Northfield Laboratories (847) 864-3500

FOR IMMEDIATE RELEASE

NORTHFIELD LABORATORIES ANNOUNCES
DECISION TO WIND DOWN BUSINESS

May 15, 2009 - Evanston, Illinois (Business Wire) — Northfield Laboratories Inc. (Nasdaq: NFLD) announced today that it has determined to wind down its business operations and carry out an orderly disposition of its assets.

Following its review and analysis of the complete response letter received from the Food and Drug Administration on April 30, 2009, Northfield determined that further clinical development of a reformulated version of its PolyHeme^® human red cell substitute product, including additional clinical trials, would likely be required before it could again seek to obtain FDA approval. Northfield concluded that the time and substantial expense required to complete this additional clinical development, together with significant uncertainty that FDA approval would ultimately be obtained, made it unlikely that sufficient additional capital could be raised to support such further product development.

On May 8, 2009, Northfield announced that it had terminated substantially all operational and staff employees at its manufacturing facility and headquarters.

Northfield cautioned that in view of the Company’s obligations to creditors, expenses expected to be incurred in connection with the wind down process and uncertainty regarding the realizable value of the Company’s non-cash assets, no assurance can be given that any amounts will be available for distribution to shareholders in connection with the winding down of the Company’s business. Northfield has retained counsel to explore the options available to wind down its business.

About Northfield Laboratories

Northfield Laboratories is developing a hemoglobin-based oxygen-carrying red blood cell substitute, PolyHeme. PolyHeme is a solution of chemically modified human hemoglobin that requires no cross-matching and is therefore compatible with all blood types. It has an extended shelf life in excess of 12 months. For further information, visit http://www.northfieldlabs.com.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. 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 risks and uncertainties, including those described from time to time in our periodic reports filed with the Securities and Exchange Commission. 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.

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