<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
                                                     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.
                       NONQUALIFIED STOCK OPTION PLAN
                            FOR OUTSIDE DIRECTORS
                          (Full title of the Plan)

                            ____________________
                                JACK J. KOGUT
                          VICE PRESIDENT - FINANCE
                        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.
                               JENNER & BLOCK
                                ONE IBM PLAZA
                          CHICAGO, ILLINOIS  60611
                               (312) 222-9350
                           _______________________
                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
                                                               Proposed maximum
Title of Securities   Amount to be  Proposed maximum offering     aggregate         Amount of
  to be Registered     registered        price per share        offering price   registration fee
-------------------------------------------------------------------------------------------------
<S>                       <C>               <C>                  <C>               <C>
Common Stock of
Northfield
Laboratories Inc.,
par value $.01 per
share.........            200,000           $14.10*              $2,820,000        $831.90
-------------------------------------------------------------------------------------------------
</TABLE>

*  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 April 29, 1998 in The Wall Street Journal.
===============================================================================



<PAGE>   2



                                   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.


                                     -2-



<PAGE>   3



                                   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, 1997;

              2. Quarterly Report on Form 10-Q of the Company for the fiscal 
quarter ended August 31, 1997;

              3. Quarterly Report on Form 10-Q of the Company for the fiscal 
quarter ended November 30, 1997;

              4. Quarterly Report on Form 10-Q of the Company for the fiscal 
quarter ended February 28, 1998; and

              5. 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, 



                                     -3-


<PAGE>   4



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 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 $6,000,000 for annual aggregate
claims.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

<TABLE>
        <S>     <C>   <C>
        4       --    None.
                      
        5.1     --    Opinion of Jenner & Block.
                      
        15      --    Acknolwedgement of KPMG Peat Marwick LLP.
                      
        23.1    --    The consent of KPMG Peat Marwick LLP.
                      
        23.2    --    The consent of Jenner & Block is contained in their 
                      opinion filed as Exhibit 5.1 to this Registration 
                      Statement.
                      
        24      --    None.
                      
        27      --    None.
                      
        28      --    None.
                      
        99      --    None.
</TABLE>



                                     -4-
 

<PAGE>   5




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 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

        (1) 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.


                                     -5-




<PAGE>   6


        (2) 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.


                                     -6-



<PAGE>   7


                                  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 April 30, 1998.


                            NORTHFIELD LABORATORIES INC.


                            By  /s/ Richard E. DeWoskin
                              ----------------------------------------------
                              Richard E. DeWoskin
                              Chairman of the Board 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 April 30, 1998.


          SIGNATURE                          TITLE
          ---------                          -----
/s/ Richard E. DeWoskin
----------------------------  Chairman of the Board and Chief Executive Officer
    Richard E. DeWoskin       (principal executive officer)

/s/ Steven A. Gould
----------------------------  President, Director
    Steven A. Gould, M.D.      
                              
/s/ Jack J. Kogut
----------------------------  Vice President - Finance, Secretary and
    Jack J. Kogut             Treasurer (principal financial officer and
                              principal accounting officer)

/s/ Gerald S. Moss
----------------------------  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         








                                     -7-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17390}]
{"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": "333-51681", "film-number": "98608852"}, "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"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
                                                     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.
                       NONQUALIFIED STOCK OPTION PLAN
                            FOR OUTSIDE DIRECTORS
                          (Full title of the Plan)

                            ____________________
                                JACK J. KOGUT
                          VICE PRESIDENT - FINANCE
                        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.
                               JENNER & BLOCK
                                ONE IBM PLAZA
                          CHICAGO, ILLINOIS  60611
                               (312) 222-9350
                           _______________________
                       CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                               Proposed maximum
Title of Securities   Amount to be  Proposed maximum offering     aggregate         Amount of
  to be Registered     registered        price per share        offering price   registration fee
-------------------------------------------------------------------------------------------------
Common Stock of
Northfield
Laboratories Inc.,
par value $.01 per
share.........            200,000           $14.10*              $2,820,000        $831.90
-------------------------------------------------------------------------------------------------
*  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 April 29, 1998 in The Wall Street Journal.
===============================================================================
2

                                   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.

                                     -2-
3

                                   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, 1997;

              2. Quarterly Report on Form 10-Q of the Company for the fiscal 
quarter ended August 31, 1997;

              3. Quarterly Report on Form 10-Q of the Company for the fiscal 
quarter ended November 30, 1997;

              4. Quarterly Report on Form 10-Q of the Company for the fiscal 
quarter ended February 28, 1998; and

              5. 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, 

                                     -3-
4

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 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 $6,000,000 for annual aggregate
claims.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS
4       --    None.
                      
        5.1     --    Opinion of Jenner & Block.
                      
        15      --    Acknolwedgement of KPMG Peat Marwick LLP.
                      
        23.1    --    The consent of KPMG Peat Marwick LLP.
                      
        23.2    --    The consent of Jenner & Block is contained in their 
                      opinion filed as Exhibit 5.1 to this Registration 
                      Statement.
                      
        24      --    None.
                      
        27      --    None.
                      
        28      --    None.
                      
        99      --    None.
-4-
5

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 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

        (1) 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.

                                     -5-
6

        (2) 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.

                                     -6-
7

                                  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 April 30, 1998.

                            NORTHFIELD LABORATORIES INC.

                            By  /s/ Richard E. DeWoskin
                              ----------------------------------------------
                              Richard E. DeWoskin
                              Chairman of the Board 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 April 30, 1998.

          SIGNATURE                          TITLE
          ---------                          -----
/s/ Richard E. DeWoskin
----------------------------  Chairman of the Board and Chief Executive Officer
    Richard E. DeWoskin       (principal executive officer)

/s/ Steven A. Gould
----------------------------  President, Director
    Steven A. Gould, M.D.      
                              
/s/ Jack J. Kogut
----------------------------  Vice President - Finance, Secretary and
    Jack J. Kogut             Treasurer (principal financial officer and
                              principal accounting officer)

/s/ Gerald S. Moss
----------------------------  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         

                                     -7-