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                                                                EXHIBIT 10.5.1




                        NORTHFIELD LABORATORIES INC.
                           1996 STOCK OPTION PLAN




1.  PURPOSE

     The purpose of the Plan is to promote the long-term success of the Company
for the benefit of the Company's stockholders by encouraging the Company's
directors, officers, employees and consultants to have meaningful investments
in the Company.  The Company believes that the possibility of participation
under the Plan will provide the Company's directors, officers, employees and
consultants with an incentive to perform more effectively and will assist the
Company in attracting and retaining directors, officers, employees and
consultants of outstanding training, experience and ability.

2.  DEFINITIONS

     "Authorized Plan Shares" has the meaning set forth in Section 6(a).

     "Award" means an award or grant of a Stock Option made to a Participant
pursuant to Section 8.

     "Award Agreement" means the agreement provided in connection with an Award
in accordance with Section 10.

     "Award Date" means the date that an Award is made, as specified in the
Award Agreement with respect to such Award.

     "Board of Directors" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Company" means Northfield Laboratories Inc., a Delaware corporation.

     "Committee" means the Stock Option Committee of the Board of Directors or
any successor committee thereto.

     "Common Stock" means the Company's Common Stock, par value $.01 per share.






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     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.

     "Fair Market Value" on any date means the average of the highest and the
lowest sales prices of a share of Common Stock on The Nasdaq Stock Market, Inc.
("Nasdaq") for such date; provided that if no sales of Common Stock are
reported on Nasdaq for such date or, in the opinion of the Committee, the sales
of Common Stock on such date are insufficient to constitute a representative
market, then the Fair Market Value of a share of Common Stock on such date
shall be deemed to be the average of the highest and lowest prices of a share
of Common Stock as reported on Nasdaq for the next preceding day on which sales
of Common Stock are reported and a representative market exists.

     "ISO" means any Stock Option designated in an Award Agreement as an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

     "Non-Qualified Stock Option" means any Stock Option that is not an ISO.

     "Option Price" means the purchase price of one share of Common Stock under
a Stock Option.

     "Participant" means a director, officer or employee of the Company who has
been selected by the Committee to receive an Award under the Plan.

     "Plan" means the Northfield Laboratories Inc. 1996 Stock Option Plan, as
amended from time to time.

     "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
Commission pursuant to the Exchange Act, as amended from time to time.

     "Settlement Date" means, with respect to any Stock Option that has been
exercised in whole or in part, the date or dates upon which shares of Common
Stock are to be delivered to the Participant and the Option Price therefor
paid.

     "Stock Option" means any right to purchase shares of Common Stock awarded
pursuant to Section 8.


3.  TERM

     The Plan shall be effective as of October 1, 1996 and shall remain in
effect through September 30, 2006.  After termination of the Plan, no
further Awards may be granted but outstanding Awards shall remain effective in
accordance with their terms and the terms of the Plan.



                                      



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4.  PLAN ADMINISTRATION

           (a)  The Committee shall be responsible for administering the Plan.
      The Committee shall be comprised of two or more members of the Board of
      Directors, all of whom shall be "non-employee directors" as defined in
      Rule 16b-3 and "outside directors" as that term is used in Section 162 of
      the Code and the regulations promulgated thereunder.  The Committee shall
      have full and exclusive discretionary power to interpret the Plan and
      determine eligibility for benefits and to adopt such rules, regulations
      and guidelines for administering the Plan as the Committee may deem
      necessary or proper.  Such power shall include, but not be limited to,
      selecting Award recipients, establishing all Award terms and conditions
      and, subject to Section 11, adopting modifications and amendments to the
      Plan or any Award Agreement.  The Committee may delegate to one or more
      of its members or to one or more agents or advisors such
      non-discretionary administrative duties as it may deem advisable, and the
      Committee or any person to whom it has delegated duties as aforesaid may
      employ one or more persons to render advice with respect to any
      responsibility the Committee or such person may have under the Plan.

           (b)  The Committee may employ attorneys, consultants, accountants
      and other persons and the Committee, the Company and its officers and
      directors shall be entitled to rely upon the advice, opinions or
      valuations of any such persons.  All actions taken and all
      interpretations and determinations made by the Committee in good faith
      shall be final and binding upon the Participants, the Company and all
      other interested persons.  No member of the Committee shall be personally
      liable for any action, determination or interpretation made in good faith
      with respect to the Plan or any Award, and all members of the Committee
      shall be fully protected by the Company, to the fullest extent permitted
      by applicable law, in respect of any such action, determination or
      interpretation.

5.  ELIGIBILITY

     Awards shall be limited to persons who are directors, officers or
employees of or consultants to the Company.  In determining the persons to whom
Awards shall be made, the Committee shall, in its sole discretion, take into
account the nature of the person's duties, past and potential contributions to
the success of the Company and such other factors as the Committee shall deem
relevant in connection with accomplishing the purposes of the Plan.   A person
who has received an Award or Awards pursuant to the Plan, or who has received
stock options or other awards under any other plan or agreement now


                                      



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or hereafter in effect, may receive an additional Award or Awards pursuant to 
the Plan.

6.  AUTHORIZED AWARDS; LIMITATIONS

     Except for adjustments pursuant to Section 7, the maximum number of shares
of Common Stock that shall be available for issuance under the Plan (the
"Authorized Plan Shares") shall be 500,000. If an Award expires unexercised or
is forfeited, surrendered, canceled, terminated or settled in cash in lieu of
Common Stock, the shares of Common Stock that were theretofore subject (or
potentially subject) to such Award may again be made subject to an Award
Agreement.  Common Stock that may be issued under the Plan may be either
authorized and unissued shares, or issued shares that have been reacquired by
the Company and that are being held as treasury shares.  No fractional shares
of Common Stock shall be issued under the Plan; provided that cash, in an
amount equal to the Fair Market Value of a fractional share of Common Stock as
of the Settlement Date of the Award shall be paid in lieu of any fractional
shares in the settlement of Awards payable in shares of Common Stock.

7.  ADJUSTMENTS AND REORGANIZATIONS

           (a)  The Committee may make such adjustments to Awards granted under
      the Plan (including the terms, exercise price and otherwise) as it deems
      appropriate in the event of changes that impact the Company or the
      Company's share price or share status, provided that any such actions are
      consistently and equitably applied to all affected Participants.
      Notwithstanding the foregoing, insofar as any Award is subject to
      performance goals established to qualify payments thereunder as
      "performance-based compensation" as described in Section 162(m) of the
      Code, the Committee shall have no power to adjust such Awards other than
      negative discretion and the power to adjust Awards for corporate
      transactions, in either case to the extent permissible under regulations
      interpreting Code Section 162(m).

           (b)  In the event of any merger, reorganization, consolidation,
      recapitalization, separation, liquidation, stock dividend, stock split,
      extraordinary dividend, spin-off, rights offering, share combination or
      other change in the corporate structure of the Company affecting the
      Common Stock, the number of Authorized Plan Shares and the kind of shares
      that may be delivered under the Plan shall be subject to such equitable
      adjustment as the Committee, in its sole discretion, may deem appropriate
      in order to preserve the benefits or potential benefits to be made
      available under the Plan, and the number and kind and price of shares
      subject to outstanding Awards and any other terms of outstanding Awards
      shall be subject to such 


                                      


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      equitable adjustment as the Committee, in its sole discretion, may
      deem appropriate in order to prevent dilution or enlargement of
      outstanding Awards.

8.  AWARDS

           (a)  Stock Options granted under the Plan may be either ISOs or
      Non-Qualified Stock Options.  The Committee may grant any Participant one
      or more ISOs, Non-Qualified Stock Options or both types of Stock Options.
      The Option Price of a Stock Option shall be not less than 100% of the
      Fair Market Value of a share of Common Stock on the Award Date.  Stock
      Options granted pursuant to the Plan shall be subject to such additional
      terms, conditions or restrictions as may be provided in the Award
      Agreement relating to such Stock Option.

           (b)  Anything in the Plan to the contrary notwithstanding, no term
      of the Plan relating to ISOs shall be interpreted, amended or altered,
      nor shall any discretion or authority awarded under the Plan be
      exercised, so as to disqualify the Plan under Section 422 of the Code or,
      without the consent of the Participants affected, to disqualify any ISO
      under Section 422 of the Code. An ISO shall not be granted to an
      individual who, on the date of grant, owns stock possessing more than 10%
      of the total combined voting power of all classes of stock of the
      Company.  The aggregate Fair Market Value, determined on the Award Date,
      of the shares of Common Stock or other stock with respect to which one or
      more ISOs that are exercisable for the first time by the Participant
      during any particular calendar year shall not exceed the $100,000
      limitation imposed by Section 422(d) of the Code.

           (c)  The Option Price shall be paid in full at the time of the
      exercise of the Stock Option and may be paid in any of the following
      methods or combinations thereof:

                  (i)    in cash or by check, bank draft or money order payable
             to the order of the Company;

                  (ii)   by the delivery of shares of Common Stock having an 
             aggregate Fair Market Value on the date of such exercise equal to 
             the Option Price;

                  (iii)  by the Participant's simultaneous exercise of Stock
             Options, sale of shares of Common Stock acquired thereby and
             application of the proceeds therefrom to the payment of the Option
             Price pursuant to procedures established by the Committee from
             time to time; or



                                      



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                  (iv)  in any other manner that the Committee shall approve.

9.   TRANSFERABILITY AND BENEFICIARIES

     Unless otherwise determined by the Committee in its sole discretion, no
Awards under the Plan shall be assignable, alienable, saleable or otherwise
transferable other than by will or the laws of descent and distribution, or
pursuant to a qualified domestic relations order (as defined by the Code) or
Title I of the Employee Retirement Income Security Act or the rules thereunder.

10.  AWARD AGREEMENTS

     Awards under the Plan shall be evidenced by Award Agreements that set
forth the details, conditions and limitations for each Award, which may include
the term of an Award, the provisions applicable in the event the Participant's
employment with the Company terminates and the Company's authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind any
Award.

11.  AMENDMENTS

     The Committee may suspend, terminate or amend the Plan as it deems
necessary or appropriate to better achieve the purposes of the Plan; provided
that without the approval of the Company's stockholders, no such amendment
shall be made for which stockholder approval is necessary to comply with any
applicable tax or regulatory requirement.

12.  TAX WITHHOLDING

     The Company shall have the right to (a) make deductions from any
settlement of an Award made under the Plan, including the delivery or vesting
of shares, or require that shares or cash, or both, be withheld from any Award,
in each case in an amount sufficient to satisfy withholding of any federal,
state or local taxes required by law and (b) take such other action as may be
necessary or appropriate to satisfy any such withholding obligations.  The
Committee may determine the manner in which such tax withholding may be
satisfied and may permit shares of Common Stock (rounded up to the next whole
number) to be used to satisfy required tax withholding based on the Fair Market
Value of any such shares of Common Stock as of the Settlement Date of the
applicable Award.  For this purpose, the Committee may permit the use of
outstanding shares held by the applicable Participant or shares issued or
issuable upon the settlement of the applicable Award.



                                      



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13.  OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS

     Unless otherwise specifically determined by the Committee in its sole
discretion, settlements of Awards received by a Participant under the Plan
shall not be deemed a part of the Participant's regular, recurring compensation
for purposes of calculating payments or benefits from any Company benefit plan
or severance program.  Further, the Company may adopt other compensation
programs, plans or arrangements as it deems appropriate or necessary.

14.  UNFUNDED PLAN

     Unless otherwise determined by the Committee in its sole discretion, the
Plan shall be unfunded and shall not create or be construed to create a trust
or a separate fund or funds.  The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other person.  To the
extent any person holds any rights by virtue of a grant awarded under the Plan,
such right (unless otherwise determined by the Committee in its sole
discretion) shall be no greater than the right of an unsecured general creditor
of the Company.

15.  FUTURE RIGHTS

     No person shall have any claim or right to be granted an Award under the
Plan and no Participant shall have any right under the Plan to be retained in
the employment of or to serve as a consultant to the Company.

16.  GOVERNING LAW

     The validity, construction and effect of the Plan and all Award
Agreements, and any actions taken or relating to the Plan or any Award
Agreement, shall be determined in accordance with applicable federal law and
the internal laws, and not the law of conflicts, of the State of Delaware.

17.  SUCCESSORS AND ASSIGNS

     The Plan shall be binding on all successors and assigns of each
Participant, including without limitation the estate of such Participant and
the executor, administrator or trustee of such estate, and any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

18.  RIGHTS AS A STOCKHOLDER

     Except as otherwise provided in any Award Agreement, a Participant shall
have no rights as a stockholder of the Company until he or she becomes the
holder of record of Common Stock.



                                      



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19. AWARDS; COMPLIANCE WITH SECTION 16

     No Award or other transaction shall be permitted under the Plan which
would have the effect of imposing liability for a Participant under Section 16
of the Exchange Act.  Irrespective of any other provision of the Plan or any
Award Agreement, any such Award or other transaction purportedly made under or
pursuant to the Plan shall be void ab initio.