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                            SCHEDULE 14A INFORMATION
                   PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
    Check the appropriate box:
     [ ]   Preliminary Proxy Statement
     [ ]   Confidential, for Use of the Commission only (as permitted by
           Rule 14a-6(e)(2))
     [ ]   Definitive Proxy Statement
     [ ]   Definitive Additional Materials
     [X]   Soliciting Material Under Rule 14a-12


                          NORTHFIELD LABORATORIES INC.

                (Name of Registrant as Specified in its Charter)

                                C. ROBERT COATES
                                ----------------

     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     1)     Title of each class of securities to which transaction applies:
     2)     Aggregate number of securities to which transaction applies:
     3)     Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how it was determined):
     4)     Proposed maximum aggregate value of transaction:
     5)     Total fee
            paid:
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
     1)     Amount Previously Paid:
     2)     Form, Schedule or Registration Statement No.:
     3)     Filing Party: C. Robert Coates
     4)     Date Filed: August 27, 2002


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An excerpt from:

                              RESTATED BYLAWS
                                     of
                        NORTHFIELD LABORATORIES INC.



                                ARTICLE III

                             BOARD OF DIRECTORS


SECTION  2.  Number, Qualifications and Term of Office.  The number of directors
shall be not less than three nor more than nine, as shall be fixed from time  to
time by the Board of Directors pursuant to a resolution adopted by a majority of
the  entire  Board of Directors.  A director shall hold office  until  the  next
annual  meeting of the stockholders of the Corporation and until  his  successor
shall  be  elected  and  shall  qualify, subject to  prior  death,  resignation,
retirement, disqualification or removal from office.

SECTION 4.  Newly Created Directorships and Vacancies.  Subject to the rights of
the  holders  of any series of Preferred Stock then outstanding,  newly  created
directorships resulting from any increase in the authorized number of  directors
or  any  vacancies in the Board of Directors resulting from death,  resignation,
retirement, disqualification, removal from office or other cause shall be  filed
by a majority of the directors then in office, and the directors so chosen shall
hold  office  for a term expiring at the next annual meeting of stockholders  of
the  Corporation.  No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.