UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the Securities ~~event~~Exchange ~~reported):~~Act ~~June 29,~~of ~~2009~~1934

~~NORTHFIELD~~Date ~~LABORATORIES~~of ~~INC.~~ report (Date of earliest event reported): August 11, 2009

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

~~Delaware~~ (~~State~~Exact orName ~~Other Jurisdiction~~ of ~~Incorporation)~~Registrant ~~000-24050~~as ~~(Commission~~Specified ~~File~~in ~~Number~~Charter) ~~36-3378733 (IRS Employer Identification No.)~~

1200 Business Center Drive Mt. Prospect, Illinois 60056 (Address of Principal Executive Offices and Zip Code)


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

~~(847)~~1560 Sherman Avenue Suite ~~635~~1000 Evanston, Illinois 60201-~~0066~~4800 (~~Registrant’s~~Address ~~Telephone~~of ~~Number,~~Principal ~~Including~~Executive ~~Area~~Offices and Zip Code)

~~Not Applicable~~(847) 864-3500 (~~Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, ifIncluding ~~Changed~~Area ~~Since Last Report~~Code)

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~Applicable ~~the~~(Former ~~filing~~Name ~~obligation~~or ofFormer ~~the~~Address, ~~registrant~~if ~~under~~Changed ~~any~~Since ofLast ~~the following provisions:~~ Report)

o ~~Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of the following provisions: ~~230.425)~~

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Pre-commencement~~TABLE ~~communications~~OF ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ CONTENTS

~~o Pre-commencement~~Item ~~communications~~8.01. ~~pursuant~~Other toEvents ~~Rule 13e-4(c)~~Item ~~under~~9.01 ~~the~~Financial ~~Exchange~~Statements ~~Act~~and ~~(17 CFR~~Exhibits ~~240~~SIGNATURES Exhibit Index EX-99.~~13e~~1 EX-~~4(c))~~ 99.2

Item 3.01.Table Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.. Contents

~~On June~~Item ~~29, 2009, Northfield Laboratories Inc~~8. (the “Company”) received notice from the Nasdaq Stock Market that Nasdaq expects to file a Form 25 with the Securities and Exchange Commission completing the delisting of the Company’s common stock01. ~~Trading in~~Other ~~the Company’s common stock on the Nasdaq Global Market was suspended on June 11, 2009, and has not traded on Nasdaq since that time~~Events. ~~Delisting of the Company’s common stock will become effective ten days after the date the~~ ~~Form 25 is filed with the Securities and Exchange Commission.~~

~~SIGNATURES~~On August 7, 2009, Northfield Laboratories Inc. (the “Company” or “the Debtor”) filed the Debtor’s Amended Plan of Liquidation (including all exhibits thereto and as amended, modified or supplemented from time to time, the “Plan”) and the Debtor’s Disclosure Statement for its Amended Plan of Liquidation (including all exhibits thereto and as amended, modified or supplemented from time to time, the “Disclosure Statement”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Company filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) on June 1, 2009.

~~Pursuant~~By toOrder dated August 11, 2009 (the ~~requirements~~“Disclosure ofStatement Order”), the ~~Securities~~Bankruptcy ~~Exchange~~Court ~~Act~~approved the Disclosure Statement as containing adequate information within the meaning of ~~1934~~section 1125 of the Bankruptcy Code. The Disclosure Statement, which includes the ~~registrant~~Plan ~~has~~as ~~duly~~Appendix A thereto, is ~~caused~~attached ~~this~~hereto ~~report~~as Exhibit 99.1. Each of the Disclosure Statement and the Plan are subject to supplementation, bemodification ~~signed~~and onamendment ~~its~~prior ~~behalf~~to byconfirmation of the ~~undersigned~~Plan ~~hereunto~~by ~~duly~~the ~~authorized~~Bankruptcy Court.

Dated: June 30, 2009	NORTHFIELD LABORATORIES INC.
	By:	/s/ Robert L McGinnis
		Robert L. McGinnis
		Senior Vice President — Operations

Pursuant to the Disclosure Statement Order, the Company will mail copies of the Disclosure Statement to claim holders. Impaired claim holders will have an opportunity to vote to either accept or reject the Plan. Pursuant to the Disclosure Statement Order, the Company also will mail a notice (the “Equity Notice”) to such persons that are on the Company’s list of equity security holders. The Equity Notice, which contains a summary of the material provisions of the Plan and information regarding the confirmation hearing and procedures for objecting to the Bankruptcy Court’s confirmation of the Plan, is attached hereto as Exhibit 99.2.

On September 11, 2009 at 10:00 a.m. (prevailing Eastern Standard Time), or as soon thereafter as counsel may be heard, a hearing will be held before the Honorable Brendan L. Shannon in the Bankruptcy Court, 824 North Market Street, 6th Floor, Wilmington, Delaware 19801 to consider confirmation of the Plan (the “Confirmation Hearing”). Objections, if any, to the Bankruptcy Court’s confirmation of the Plan, including any supporting memoranda, must be in writing, be filed with the Clerk of the Court, Third Floor, 824 North Market Street, Wilmington, Delaware 19801 together with proof of service on or before September 8, 2009 at 4:00 p.m. (prevailing Eastern Standard Time). Further information and instructions regarding the Confirmation Hearing and how to object to the Plan are in the Equity Notice.

The Disclosure Statement may contain certain statements that are forward-looking statements. Words such as “expect,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “outlook” and similar expressions are intended to identify forward-looking statements. Additionally, forward-looking statements include statements which do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including, without limitation, those described the Disclosure Statement, the implementation of the Plan, the closing of sale transactions, natural disasters and unusual weather conditions, terrorist actions or acts of war, actions of governmental bodies and other market and competitive conditions. Holders of claims against the Company and interests in the Company are cautioned that the forward-looking statements speak as of the date made and are not

guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements and the Company undertakes no obligation to update any such statements. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also impair the Company’s business, financial condition, results of operations and the value of the Company’s bankruptcy estate. If any of the risks occur, the Company’s business, financial condition, operating results and the value of the Company’s bankruptcy estate, as well as the Company’s ability to consummate the Plan, could be materially adversely affected.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Debtor’s Disclosure Statement for its Amended Plan of Liquidation (including Debtor’s Amended Plan of Liquidation attached thereto as Appendix A)

99.2		Equity Notice

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 12, 2009	NORTHFIELD LABORATORIES INC.

	By:	/s/ Steven A. Gould

		Steven A. Gould, M.D.
		Chairman of the Board and
		Chief Executive Officer

Exhibit Index


Exhibit No.		Description
99.1		Debtor’s Disclosure Statement for its Amended Plan of Liquidation (including Debtor’s Amended Plan of Liquidation attached thereto as Appendix A)

99.2		Equity Notice

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Item 3.01.Table Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.. Contents

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