Edgar Filing: NORTHFIELD LABORATORIES INC /DE/

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Visium Long Bias Offshore Fund, Ltd.

2. Date of Event Requiring Statement (Month/Day/Year)
12/27/2006

3. Issuer Name and Ticker or Trading Symbol
NORTHFIELD LABORATORIES INC /DE/ [NFLD]

(Last)

(First)

(Middle)

C/O BALYASNY ASSET MANAGEMENT LP,Â 135 E. 57TH STREET, 27TH FL

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Group Member

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	338,400	I	See Footnotes ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	01/04/2007	01/20/2007	NFLD Common Stock	481,400	$ 25	I	See Footnotes ⁽¹⁾ ⁽²⁾
Option (right to buy)	01/04/2007	01/20/2007	NFLD Common Stock	418,000	$ 7.5	I	See Footnotes ⁽¹⁾ ⁽²⁾
Option (right to buy)	01/04/2007	01/20/2007	NFLD Common Stock	1,526,500	$ 22.5	I	See Footnotes ⁽¹⁾ ⁽²⁾
Option (right to buy)	01/04/2007	05/19/2007	NFLD Common Stock	500	$ 17.5	I	See Footnotes ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Visium Long Bias Offshore Fund, Ltd. C/O BALYASNY ASSET MANAGEMENT LP 135 E. 57TH STREET, 27TH FL NEW YORK,Â NYÂ 10022	Â	Â	Â	Group Member

Signatures

/s/ SCOTT SCHROEDER, AUTHORIZED SIGNATORY FOR VISIUM LONG BIAS OFFSHORE FUND, LTD.		01/08/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares are held as follows: Atlas Master Fund, Ltd. ("AMF") owns 5.86% or 162,017 shares; Visium Balanced Fund LP ("VBF") owns 21.92% or 606,044 shares; Visium Long Bias Fund LP ("VLB") owns 9.41% or 260,168 shares; Visium Balanced Offshore Fund, Ltd. ("VBOF") owns 36.34% or 1,004,728 shares; and Visium Long Bias Offshore Fund Ltd. ("VLBOF") owns 25.85% or 714,701 shares. Additionally, Dmitry Balyasny owns 0.63% or 17,418 shares. By virtue of its position as investment advisor and/or sub-advisor to each of Atlas Master Fund, Ltd. ("AMF"), Atlas Global, LLC ("AG"), Atlas Global Investments, Ltd. ("AGI"), Atlas Global Investments II, Ltd. ("AGII"), Visium Balanced Fund LP ("VBF"), Visium Long Bias Fund LP ("VLB"), Visium Balanced Offshore Fund, Ltd. ("VBOF") and Visium Long Bias Offshore Fund Ltd. ("VLBOF"), Balyasny Asset Management LP may be deemed to beneficially own all 2,764,800 shares of Common Stock.
(2)	By virtue of Atlas Global, LLC's ("AG") ownership of 10.79% of the equity interest in AMF, AG may be deemed to beneficially own the 162,017 shares of Northfield Laboratories, Inc.'s ("NFLD") stock that is beneficially owned by AMF. By virtue of Atlas Global Investments, Ltd. ("AGI") ownership of 83.72% of the equity interest in AMF, AGI may be deemed to beneficially own the 162,017 shares of NFLD stock that is beneficially owned by AMF. By virtue of Atlas Global Investments II, Ltd. ("AGII") ownership of 5.48% of the equity interest in AMF, AGII may be deemed to beneficially own the 162,017 shares of NFLD stock that is beneficially owned by AMF.

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