SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                   ----------

                        DATE OF REPORT: FEBRUARY 9, 2005

                          NORTHFIELD LABORATORIES INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   Delaware                  000-24050                    36-3378733
(STATE OR OTHER        (COMMISSION FILE NO.)            (IRS EMPLOYER
JURISDICTION OF                                      IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

                               1560 Sherman Avenue
                                   Suite 1000
                          Evanston, Illinois 60201-4800
                                 (847) 864-3500
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the 
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the 
      Exchange Act (17 CFR 240.13e-4(c))







ITEM 8.01. OTHER EVENTS

         On February 9, 2005, Northfield Laboratories Inc. (the "Company") sold
5,175,000 shares of its common stock, which included 675,000 shares pursuant to
an over-allotment option, in a previously announced underwritten offering. The
offering resulted in gross proceeds to the Company of approximately $77.6
million. The offering was made pursuant to the Company's effective shelf
registration statement on Form S-3 (Registration No. 333-121622) (the
"Registration Statement"), including a related prospectus as supplemented by a
Preliminary Prospectus Supplement dated January 19, 2005 and Prospectus
Supplement dated February 4, 2005, which the Company filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended.

         A copy of the Company's press release issued on February 9, 2005
announcing the closing of the offering is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         Exhibit 99.1      Northfield Laboratories Inc. Press Release dated
                           February 9, 2005.






                                   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.

                            Northfield Laboratories Inc.


Date:  February 9, 2005     By: /s/  Jack J. Kogut
                                ---------------------------------------------
                                     Jack J. Kogut
                                     Senior Vice President and Chief Financial
                                     Officer





                                INDEX TO EXHIBITS




EXHIBIT 
NUMBER            EXHIBIT DESCRIPTION
--------          --------------------
               

99.1              Northfield Laboratories Inc. Press Release dated February 9,
                  2005.