EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13A-14(A) AS
ADOPTED
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002 I, Lawrence A.
Kenyon, certify that: 1.
I have reviewed this Amendment No. 1 to the annual report on
 Form 10-K of Alfacell Corporation;2.
Based on my knowledge, this report does not contain any untrue
 statement of a material fact or omit to state a material fact necessary to
 make the statements made, in light of the circumstances under which such
 statements were made, not misleading with respect to the period covered by
 this report;3.
Based on my knowledge, the financial statements, and other
financial
 information included in this report, fairly present in all material respects
 the financial condition, results of operations and cash flows of the
 registrant as of, and for, the periods presented in this report;4.
The registrants other certifying officer and I are
responsible for
 establishing and maintaining disclosure controls and procedures (as defined
 in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
 financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
 for the registrant and have:a.
Designed such disclosure controls and procedures, or caused such
 disclosure controls and procedures to be designed under our supervision, to
 ensure that material information relating to the registrant is made known to
 us by others within those entities, particularly during the period in which
 this report is being prepared;b.
Designed such internal control over financial reporting, or caused
 such internal control over financial reporting to be designed under our
 supervision to provide reasonable assurance regarding the reliability of
 financial reporting and the preparation of financial statements for external
 purposes in accordance with generally accepted accounting principles;c.
Evaluated the effectiveness of the registrants disclosure
controls
 and procedures and presented in this report our conclusions about the
 effectiveness of the disclosure controls and procedures, as of the end of the
 period covered by this report based on such evaluation; andd.
Disclosed in this report any change in the registrants
internal
 control over financial reporting that occurred during the registrants most
 recent fiscal quarter (the registrants fourth fiscal quarter in the case of
 an annual report) that has materially affected, or is reasonably likely to
 materially affect, the registrants internal control over financial
 reporting; and5.
The registrants other certifying officer and I have
disclosed, based
 on our most recent evaluation of internal control over financial reporting,
 to the registrants auditors and the audit committee of the registrants
 board of directors (or persons performing the equivalent functions):a.
All significant deficiencies and material weaknesses in the design
or
 operation of internal control over financial reporting which are reasonably
 likely to adversely affect the registrants ability to record, process,
 summarize and report financial information; andb.
Any fraud, whether or not material, that involves management or
other
 employees who have a significant role in the registrants internal control
 over financial reporting. November 26,
2008 /s/ LAWRENCE
 A. KENYONLawrence A.
 KenyonChief Financial Officer (Principal Financial Officer and Principal
Accounting Officer
 of Alfacell Corporation)