SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BALYASNY ASSET MANAGEMENT LLC (Last) (First) (Middle) 135 E. 57TH STREET 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/27/2006	3. Issuer Name and Ticker or Trading Symbol NORTHFIELD LABORATORIES INC /DE/ [ NFLD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	338,400	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	01/04/2007	01/20/2007	NFLD Common Stock	481,400	$25	I	See Footnotes(1)(2)
Option (right to buy)	01/04/2007	01/20/2007	NFLD Common Stock	418,000	$7.5	I	See Footnotes(1)(2)
Option (right to buy)	01/04/2007	01/20/2007	NFLD Common Stock	1,526,500	$22.5	I	See Footnotes(1)(2)
Option (right to buy)	01/04/2007	05/19/2007	NFLD Common Stock	500	$17.5	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person* BALYASNY ASSET MANAGEMENT LLC (Last) (First) (Middle) 135 E. 57TH STREET 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Atlas Master Fund, Ltd. (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* Atlas Global, LLC (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* ATLAS GLOBAL INVESTMENTS LTD (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* Atlas Global Investments II, Ltd. (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* Visium Balanced Fund LP (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* VISIUM LONG BIAS FUND L P (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT L.P. 135 E. 57TH STREET, 27TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* VISIUM BALANCED OFFSHORE FUND LTD (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

1. Name and Address of Reporting Person* Balyasny Dmitry (Last) (First) (Middle) 181 W. MADISON STREET; SUITE 3600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Visium Capital Management, LLC (Last) (First) (Middle) C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Group Member

Explanation of Responses:

1. These shares are held as follows: Atlas Master Fund, Ltd. ("AMF") owns 5.86% or 162,017 shares; Visium Balanced Fund LP ("VBF") owns 21.92% or 606,044 shares; Visium Long Bias Fund LP ("VLB") owns 9.41% or 260,168 shares; Visium Balanced Offshore Fund, Ltd. ("VBOF") owns 36.34% or 1,004,728 shares; and Visium Long Bias Offshore Fund Ltd. ("VLBOF") owns 25.85% or 714,701 shares. Additionally, Dmitry Balyasny owns 0.63% or 17,418 shares. By virtue of its position as investment advisor and/or sub-advisor to each of Atlas Master Fund, Ltd. ("AMF"), Atlas Global, LLC ("AG"), Atlas Global Investments, Ltd. ("AGI"), Atlas Global Investments II, Ltd. ("AGII"), Visium Balanced Fund LP ("VBF"), Visium Long Bias Fund LP ("VLB"), Visium Balanced Offshore Fund, Ltd. ("VBOF") and Visium Long Bias Offshore Fund Ltd. ("VLBOF"), Balyasny Asset Management LP may be deemed to beneficially own all 2,764,800 shares of Common Stock.

2. By virtue of Atlas Global, LLC's ("AG") ownership of 10.79% of the equity interest in AMF, AG may be deemed to beneficially own the 162,017 shares of Northfield Laboratories, Inc.'s ("NFLD") stock that is beneficially owned by AMF. By virtue of Atlas Global Investments, Ltd. ("AGI") ownership of 83.72% of the equity interest in AMF, AGI may be deemed to beneficially own the 162,017 shares of NFLD stock that is beneficially owned by AMF. By virtue of Atlas Global Investments II, Ltd. ("AGII") ownership of 5.48% of the equity interest in AMF, AGII may be deemed to beneficially own the 162,017 shares of NFLD stock that is beneficially owned by AMF.

	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR BALYASNY ASSET MANAGEMENT LP	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR ATLAS MASTER FUND, LTD.	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR ATLAS GLOBAL, LLC	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR ATLAS GLOBAL INVESTMENTS, LTD.	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR ATLAS GLOBAL INVESTMENTS II, LTD.	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR VISIUM BALANCED FUND LP	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR VISIUM LONG BIAS FUND LP	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR VISIUM BALANCED OFFSHORE FUND, LTD.	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR DMITRY BALYASNY	01/08/2006
	/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR VISIUM CAPITAL MANAGEMENT, LLC	01/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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