~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

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

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

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

~~CURRENT REPORT~~ ~~Pursuant~~Date toof ~~Section 13~~report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofSeptember 25, ~~1934~~2009

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

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

Delaware (~~Exact~~State ~~Name~~or Other Jurisdiction of ~~Registrant~~Incorporation) as000-24050 ~~Specified~~(Commission inFile ~~Charter~~Number) 36-3378733 (IRS Employer Identification No.)

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

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

~~1560 Sherman Avenue~~ ~~Suite~~(847) ~~1000 Evanston, Illinois 60201~~864-~~4800~~3500 (~~Address~~Registrant’s ofTelephone ~~Principal~~Number, ~~Executive~~Including ~~Offices~~Area ~~and Zip~~ Code)

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

~~Not~~ Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy ~~(Former~~the ~~Name~~filing orobligation ~~Former~~of ~~Address,~~the ifregistrant ~~Changed~~under ~~Since~~any ~~Last~~of ~~Report)~~the following provisions:

~~Check~~o Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~o isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~Rule ~~satisfy~~ 14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under~~o ~~any~~Pre-commencement ofcommunications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~ Act (17 CFR 240.13e-4(c))

oItem ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~1.~~425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~03.~~14a-12)~~ oBankruptcy ~~Pre-commencement~~or ~~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))~~Receivership

~~TABLE~~ On OFJune 1, ~~CONTENTS~~2009, Northfield Laboratories Inc. (the “Company”) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

~~Item~~ On ~~8.01.~~August 7, ~~Other~~2009, ~~Events~~the ~~Item~~Company ~~9.01~~filed ~~Financial~~an ~~Statements~~Amended Plan of Liquidation (including all exhibits thereto and ~~Exhibits~~as ~~SIGNATURES~~amended, ~~Exhibit~~modified ~~Index~~or ~~EX-99.1~~supplemented ~~EX-99~~from time to time, the “Plan”) and a 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 Bankruptcy Court.2

~~Table~~ On September 11, 2009, the Bankruptcy Court entered an order pursuant to section 1129(a) of ~~Contents~~the Bankruptcy Code and Rule 3020 of the Federal Rules of Bankruptcy Procedure confirming the Plan. On September 25, 2009, the “Effective Date” occurred with respect to the Plan.

~~Item~~ On the Effective Date, in accordance with the Plan (i) ~~8.01.~~all ~~Other~~of ~~Events~~the assets of the Company were transferred to a liquidating trust (the “Liquidation Trust”), (ii) the Company ceased to exist and was deemed dissolved pursuant to applicable state law, (iii) all Interests (as defined in the Plan), other than the Securities Claims (as defined in the Plan), including equity securities of the Company, whether common stock, warrants or options, were deemed to have been cancelled and extinguished, (iv) each member of the Board of Directors of the Company ceased to be a director of the Company and ceased to have any further legal, equitable, fiduciary or other obligations with respect to the Company, any party in interest in the Company’s bankruptcy case, the Liquidation Trust or the Remaining Assets (as defined in the Plan) and (v) each officer of the Company ceased to be an officer of the Company and ceased to have any further legal, equitable, fiduciary or other obligations with respect to the Company, any party in interest with respect to the Company’s bankruptcy case, the Liquidation Trust or the Remaining Assets.

OnItem ~~August 7, 2009, Northfield Laboratories Inc~~2.01 ~~(the~~Completion ~~“Company” or “the Debtor”) filed the Debtor’s Amended Plan~~ of ~~Liquidation~~Acquisition ~~(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~~Disposition ~~(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.~~ Assets

By As ~~Order~~described ~~dated~~in ~~August~~Item 111.03, ~~2009~~on (the ~~“Disclosure~~Effective ~~Statement Order”)~~Date, ~~the~~all ~~Bankruptcy Court approved the Disclosure Statement as containing adequate information within the meaning~~ of ~~section 1125 of~~ the ~~Bankruptcy Code. The Disclosure Statement~~assets, ~~which~~rights ~~includes~~and ~~the~~properties ~~Plan as Appendix A thereto, is attached hereto as Exhibit 99.1. Each~~ of the ~~Disclosure~~Company ~~Statement~~were ~~and~~transferred ~~the Plan are subject~~ to ~~supplementation,~~ ~~modification~~the ~~and~~Liquidating ~~amendment~~Trust ~~prior~~in toaccordance ~~confirmation~~with of the Plan ~~by the Bankruptcy Court~~.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~Disclosure Statement Order, the Company will mail copies~~ of ~~the~~Directors ~~Disclosure Statement to claim holders. Impaired claim holders will have an opportunity to vote to either accept~~ or ~~reject~~Certain ~~the~~Officers; ~~Plan.~~Election ~~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~~Directors; ~~security holders.~~Appointment ~~The Equity Notice, which contains a summary~~ of ~~the~~Certain ~~material~~Officers; ~~provisions~~Compensatory ofArrangements ~~the Plan and information regarding the confirmation hearing and procedures for objecting to the Bankruptcy Court’s confirmation~~ of ~~the~~Certain ~~Plan, is attached hereto as Exhibit 99.2.~~ Officers

On As ~~September 11,~~describe ~~2009~~in ~~at 10:00~~Item a1.m.03, ~~(prevailing~~on ~~Eastern~~the ~~Standard~~Effective ~~Time)~~Date, orin asaccordance ~~soon~~with ~~thereafter~~the ~~as counsel~~Plan ~~may~~(i) each bemember of ~~heard,~~the aBoard ~~hearing~~of ~~will~~Directors beof ~~held~~the ~~before~~Company ~~the~~ceased ~~Honorable~~to ~~Brendan~~be L.a ~~Shannon~~director inof the ~~Bankruptcy~~ ~~Court,~~Company ~~824~~and ~~North~~ceased ~~Market~~to ~~Street,~~have any ~~6th~~further ~~Floor~~legal, ~~Wilmington~~equitable, ~~Delaware~~fiduciary ~~19801~~or toother ~~consider confirmation~~obligations ofwith ~~the~~respect ~~Plan~~to (the ~~“Confirmation Hearing”). Objections~~Company, if any, toparty in interest in the ~~Bankruptcy Court~~Company’s ~~confirmation~~bankruptcy ofcase, the ~~Plan,~~Liquidation ~~including~~Trust ~~any~~or ~~supporting~~the ~~memoranda,~~Remaining ~~must~~Assets beand (ii) each inofficer ~~writing,~~of bethe ~~filed with~~Company ~~the~~ceased ~~Clerk~~to be an officer of the ~~Court,~~Company ~~Third~~and ~~Floor,~~ceased ~~824~~to ~~North~~have ~~Market~~any further ~~Street~~legal, ~~Wilmington~~equitable, ~~Delaware~~fiduciary ~~19801 together~~or ~~with~~other ~~proof~~obligations ofwith ~~service~~respect onto orthe ~~before September 8~~Company, ~~2009~~any atparty ~~4:00 p.m. (prevailing Eastern~~in ~~Standard~~interest ~~Time).~~with ~~Further~~respect ~~information~~to ~~and instructions regarding~~ the ~~Confirmation~~Company’s ~~Hearing~~bankruptcy ~~and~~case, ~~how to object to~~ the ~~Plan~~Liquidation ~~are~~Trust inor the ~~Equity Notice~~Remaining Assets.

~~The~~EXPLANATORY ~~Disclosure Statement may contain certain statements that are forward-looking statements. Words~~NOTE 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

~~Table~~ As a result of ~~Contents~~the dissolution of the Company and the cessation of the employment of each of the officers of the Company on the Effective Date in accordance with the Plan, the Company has not complied with the signature requirements applicable to this Current Report on Form 8-K in accordance with the Securities Exchange Act of 1934.

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

Table of Contents

Table of Contents

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