<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 2003

                                                      REGISTRATION NO. 333-_____



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          NORTHFIELD LABORATORIES INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    36-3378733
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                               1560 SHERMAN AVENUE
                                   SUITE 1000
                          EVANSTON, ILLINOIS 60201-4800
              (Address of registrant's principal executive offices)

                          NORTHFIELD LABORATORIES INC.
                                STOCK OPTION PLAN
                                FOR NEW EMPLOYEES
                            (Full title of the Plan)
                              --------------------

                                  JACK J. KOGUT
                             CHIEF FINANCIAL OFFICER
                          NORTHFIELD LABORATORIES INC.
                              1560 SHERMAN AVENUE,
                                   SUITE 1000
                          EVANSTON, ILLINOIS 60201-4800
                                 (847) 864-3500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              CRAIG A. ROEDER, ESQ.
                                BAKER & MCKENZIE
                              ONE PRUDENTIAL PLAZA
                             130 EAST RANDOLPH DRIVE
                             CHICAGO, ILLINOIS 60601
                                 (312) 861-8000
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================== ===================== ===================== ===================== ======================

   Title of Securities          Amount to be        Proposed maximum      Proposed maximum          Amount of
     to be Registered            registered             offering             aggregate          registration fee
                                                    price per share        offering price
--------------------------- --------------------- --------------------- --------------------- ----------------------
<S>                         <C>                   <C>                   <C>                   <C>
Common Stock of
Northfield Laboratories            350,000               $5.58*               $1,953,000             $179.68
Inc.,  par value $.01 per
share.........
--------------------------------------------------------------------------------------------------------------------

*       Estimated solely for the purpose of calculating the registration fee in
        accordance with Rule 457 and is based upon the average of the high and
        low sale prices for the registrant's Common Stock reported on The Nasdaq
        Stock Market, Inc. as quoted for January 21, 2003 in The Wall Street
        Journal.
====================================================================================================================
</TABLE>

<PAGE>



                                     PART I.


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") have been or will be
sent or given to participants in the plan listed on the cover of this
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus which meets the requirements of Section 10(a) of
the Securities Act.



<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


         The following documents filed with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:

         1. Annual Report on Form 10-K of Northfield Laboratories Inc. (the
"Company") for the fiscal year ended May 31, 2002;

         2. Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended August 31, 2002;

         3. Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended November 30, 2002; and

         4. Description of the Common Stock of the Company included in the
Company's Registration Statement on Form S-1, Registration No. 33-76856, as
filed with the Commission on March 25, 1994, including any amendments or reports
filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
in this Registration Statement by reference and to be a part hereof from the
date of the filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify any person who was or is a party to or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful;
provided, however, in a suit by or in the right of the corporation no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity or such expenses deemed proper by the court.

         The Company's Restated Certificate of Incorporation provides that the
Company will indemnify its directors, officers, employees and agents to the
fullest extent permitted by Delaware law. The





<PAGE>

Company's Restated Certificate of Incorporation additionally requires the
Company to advance expenses incurred by its directors, officers, employees and
agents to the fullest extent permitted by Delaware law in connection with any
matter with respect to which such persons may be entitled to seek
indemnification.

         The Company's Restated Certificate of Incorporation also provides that,
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision does not eliminate
the duty of care and, in appropriate circumstances, equitable remedies such as
an injunction or other forms of non-monetary relief will remain available under
Delaware law. Each director will also continue to be subject to liability for
breach of the director's duty of loyalty to the Company or its stockholders, for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, for unlawful distributions to stockholders and for any
transaction from which the director derives an improper personal benefit. In
addition, this provision does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

         The Company is a party to separate indemnification agreements with each
of its directors and senior executive officers. These agreements require the
Company to indemnify its directors and executive officers to the maximum extent
permitted by law and to advance all expenses they may reasonably incurred in
connection with the defense of any claim or proceeding in which they may be
involved as a party or witness. The agreements specify certain procedures and
assumptions applicable in connection with requests for indemnification and
advancement of expenses and also require the Company to continue to maintain
directors and officers and fiduciary liability insurance for a six-year period
following any change in control transaction. The rights provided to the
Company's directors and executive officers under their indemnification
agreements are in addition to any other rights such individuals may have under
the Company's Restated Certificate of Incorporation or Bylaws, applicable law or
otherwise.

         The Company has purchased an insurance policy which purports to insure
the officers and directors of the Company against certain liabilities incurred
by them in the discharge of their functions as officers and directors, except
for liabilities resulting from their own malfeasance. The insurance policy
provides coverage in the amount of $10,000,000 for annual aggregate claims.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

         5.1      --       Opinion of Baker & McKenzie.

         15.1     --       Letter Re: unaudited interim financial information.

         23.1     --       Consent of KPMG LLP.

         23.2     --       Consent of Baker & McKenzie (contained in their
                           opinion filed as Exhibit 5.1 to this Registration
                           Statement).


ITEM 9.           UNDERTAKINGS

         A.       SUBSEQUENT DISCLOSURE.

         The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this Registration Statement:

                           (i)  To include any prospectus required by Section
                  10(a)(3) of the Securities Act;





<PAGE>

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided however, that the undertakings set forth in paragraphs (i) and
         (ii) above do not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed or furnished to the Commission by the Company pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities offered
         herein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B.       INCORPORATION BY REFERENCE.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.       TRANSMIT CERTAIN MATERIAL.

         The Company hereby undertakes to deliver or cause to be delivered with
the prospectus to each employee to whom the prospectus is sent or given a copy
of the Company's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report in which case the
Company shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee. If the last
fiscal year of the Company has ended within 120 days prior to the use of the
prospectus, the annual report for the preceding year may be so delivered, but
within such 120 day period the annual report for the last fiscal year will be
furnished to each such employee.

         D.       INDEMNIFICATION.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evanston, State of Illinois, on January 21,
2003.

                                     NORTHFIELD LABORATORIES INC.

                                     By  /s/ STEVEN A. GOULD, M.D.
                                        ----------------------------
                                     Steven A. Gould, M.D.
                                     Chairman and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities indicated on January 21, 2003.


<TABLE>
<CAPTION>

                          SIGNATURE                                                        TITLE
                          ---------                                                        -----
<S>                                                             <C>

          /s/ STEVEN A. GOULD, M.D.                             Chairman of the Board and Chief Executive Officer
-----------------------------------------------------------     (principal executive officer)
                    Steven A. Gould, M.D.


          /s/ JACK J. KOGUT                                     Chief Financial Officer, Secretary and Treasurer
-----------------------------------------------------------     (principal financial officer and principal accounting officer)
                        Jack J. Kogut

          /s/ GERALD S. MOSS, M.D.                              Director
-----------------------------------------------------------
                     Gerald S. Moss, M.D.

          /s/ BRUCE S. CHELBERG                                 Director
-----------------------------------------------------------
                      Bruce S. Chelberg

          /s/ JACK OLSHANSKY                                    Director
-----------------------------------------------------------
                        Jack Olshansky

          /s/ DAVID A. SAVNER                                   Director
-----------------------------------------------------------
                       David A. Savner

          /s/ JOHN F. BIERBAUM                                  Director
-----------------------------------------------------------
                       John F. Bierbaum

          /s/ PAUL M. NESS, M.D.                                Director
-----------------------------------------------------------
                      Paul M. Ness, M.D.


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "c73572sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18919}]
{"company-data": {"conformed-name": "NORTHFIELD LABORATORIES INC /DE/", "cik": "0000920947", "assigned-sic": "2836", "irs-number": "363378733", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102672", "film-number": "03522258"}, "business-address": {"street1": "1560 SHERMAN AVE", "street2": "SUITE 1000", "city": "EVANSTON", "state": "IL", "zip": "60201-4800", "phone": "8478643500"}, "mail-address": {"street1": "1560 SHERMAN AVE STE 1000", "street2": "37TH FLOOR", "city": "EVANSTON", "state": "IL", "zip": "60201-4800"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 2003

                                                      REGISTRATION NO. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          NORTHFIELD LABORATORIES INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                    36-3378733
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                               1560 SHERMAN AVENUE
                                   SUITE 1000
                          EVANSTON, ILLINOIS 60201-4800
              (Address of registrant's principal executive offices)

                          NORTHFIELD LABORATORIES INC.
                                STOCK OPTION PLAN
                                FOR NEW EMPLOYEES
                            (Full title of the Plan)
                              --------------------

                                  JACK J. KOGUT
                             CHIEF FINANCIAL OFFICER
                          NORTHFIELD LABORATORIES INC.
                              1560 SHERMAN AVENUE,
                                   SUITE 1000
                          EVANSTON, ILLINOIS 60201-4800
                                 (847) 864-3500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              CRAIG A. ROEDER, ESQ.
                                BAKER & MCKENZIE
                              ONE PRUDENTIAL PLAZA
                             130 EAST RANDOLPH DRIVE
                             CHICAGO, ILLINOIS 60601
                                 (312) 861-8000
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
=========================== ===================== ===================== ===================== ======================

   Title of Securities          Amount to be        Proposed maximum      Proposed maximum          Amount of
     to be Registered            registered             offering             aggregate          registration fee
                                                    price per share        offering price
--------------------------- --------------------- --------------------- --------------------- ----------------------
Common Stock of
Northfield Laboratories            350,000               $5.58*               $1,953,000             $179.68
Inc.,  par value $.01 per
share.........
--------------------------------------------------------------------------------------------------------------------

*       Estimated solely for the purpose of calculating the registration fee in
        accordance with Rule 457 and is based upon the average of the high and
        low sale prices for the registrant's Common Stock reported on The Nasdaq
        Stock Market, Inc. as quoted for January 21, 2003 in The Wall Street
        Journal.
====================================================================================================================
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") have been or will be
sent or given to participants in the plan listed on the cover of this
Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus which meets the requirements of Section 10(a) of
the Securities Act.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:

         1. Annual Report on Form 10-K of Northfield Laboratories Inc. (the
"Company") for the fiscal year ended May 31, 2002;

         2. Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended August 31, 2002;

         3. Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended November 30, 2002; and

         4. Description of the Common Stock of the Company included in the
Company's Registration Statement on Form S-1, Registration No. 33-76856, as
filed with the Commission on March 25, 1994, including any amendments or reports
filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
in this Registration Statement by reference and to be a part hereof from the
date of the filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify any person who was or is a party to or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful;
provided, however, in a suit by or in the right of the corporation no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity or such expenses deemed proper by the court.

         The Company's Restated Certificate of Incorporation provides that the
Company will indemnify its directors, officers, employees and agents to the
fullest extent permitted by Delaware law. The
Company's Restated Certificate of Incorporation additionally requires the
Company to advance expenses incurred by its directors, officers, employees and
agents to the fullest extent permitted by Delaware law in connection with any
matter with respect to which such persons may be entitled to seek
indemnification.

         The Company's Restated Certificate of Incorporation also provides that,
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision does not eliminate
the duty of care and, in appropriate circumstances, equitable remedies such as
an injunction or other forms of non-monetary relief will remain available under
Delaware law. Each director will also continue to be subject to liability for
breach of the director's duty of loyalty to the Company or its stockholders, for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, for unlawful distributions to stockholders and for any
transaction from which the director derives an improper personal benefit. In
addition, this provision does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.

         The Company is a party to separate indemnification agreements with each
of its directors and senior executive officers. These agreements require the
Company to indemnify its directors and executive officers to the maximum extent
permitted by law and to advance all expenses they may reasonably incurred in
connection with the defense of any claim or proceeding in which they may be
involved as a party or witness. The agreements specify certain procedures and
assumptions applicable in connection with requests for indemnification and
advancement of expenses and also require the Company to continue to maintain
directors and officers and fiduciary liability insurance for a six-year period
following any change in control transaction. The rights provided to the
Company's directors and executive officers under their indemnification
agreements are in addition to any other rights such individuals may have under
the Company's Restated Certificate of Incorporation or Bylaws, applicable law or
otherwise.

         The Company has purchased an insurance policy which purports to insure
the officers and directors of the Company against certain liabilities incurred
by them in the discharge of their functions as officers and directors, except
for liabilities resulting from their own malfeasance. The insurance policy
provides coverage in the amount of $10,000,000 for annual aggregate claims.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.           EXHIBITS

         5.1      --       Opinion of Baker & McKenzie.

         15.1     --       Letter Re: unaudited interim financial information.

         23.1     --       Consent of KPMG LLP.

         23.2     --       Consent of Baker & McKenzie (contained in their
                           opinion filed as Exhibit 5.1 to this Registration
                           Statement).

ITEM 9.           UNDERTAKINGS

         A.       SUBSEQUENT DISCLOSURE.

         The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made of the securities registered hereby, a post-effective
         amendment to this Registration Statement:

                           (i)  To include any prospectus required by Section
                  10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
                  arising after the effective date of this Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  Registration Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in this Registration Statement;

         provided however, that the undertakings set forth in paragraphs (i) and
         (ii) above do not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed or furnished to the Commission by the Company pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities offered
         herein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B.       INCORPORATION BY REFERENCE.

         The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.       TRANSMIT CERTAIN MATERIAL.

         The Company hereby undertakes to deliver or cause to be delivered with
the prospectus to each employee to whom the prospectus is sent or given a copy
of the Company's annual report to stockholders for its last fiscal year, unless
such employee otherwise has received a copy of such report in which case the
Company shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee. If the last
fiscal year of the Company has ended within 120 days prior to the use of the
prospectus, the annual report for the preceding year may be so delivered, but
within such 120 day period the annual report for the last fiscal year will be
furnished to each such employee.

         D.       INDEMNIFICATION.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evanston, State of Illinois, on January 21,
2003.

                                     NORTHFIELD LABORATORIES INC.

                                     By  /s/ STEVEN A. GOULD, M.D.
                                        ----------------------------
                                     Steven A. Gould, M.D.
                                     Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities indicated on January 21, 2003.
SIGNATURE                                                        TITLE
                          ---------                                                        -----
/s/ STEVEN A. GOULD, M.D.                             Chairman of the Board and Chief Executive Officer
-----------------------------------------------------------     (principal executive officer)
                    Steven A. Gould, M.D.

          /s/ JACK J. KOGUT                                     Chief Financial Officer, Secretary and Treasurer
-----------------------------------------------------------     (principal financial officer and principal accounting officer)
                        Jack J. Kogut

          /s/ GERALD S. MOSS, M.D.                              Director
-----------------------------------------------------------
                     Gerald S. Moss, M.D.

          /s/ BRUCE S. CHELBERG                                 Director
-----------------------------------------------------------
                      Bruce S. Chelberg

          /s/ JACK OLSHANSKY                                    Director
-----------------------------------------------------------
                        Jack Olshansky

          /s/ DAVID A. SAVNER                                   Director
-----------------------------------------------------------
                       David A. Savner

          /s/ JOHN F. BIERBAUM                                  Director
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                       John F. Bierbaum

          /s/ PAUL M. NESS, M.D.                                Director
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                      Paul M. Ness, M.D.