UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          -----------------------------

                                    FORM 10-Q

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


      October  31,  2000                                          0-11088
For the quarterly period ended                            Commission file number

                              ALFACELL CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                                               22-2369085
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


               225 Belleville Avenue, Bloomfield, New Jersey 07003
               (Address of principal executive offices) (Zip Code)


(Registrant's telephone number, including area code) (973) 748-8082


                                 NOT APPLICABLE
             (Former name, former address, and former fiscal year,
                         if changed since last report.)


     Indicate  by check mark  whether the  registrant  has (1) filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

     The number of shares of common stock,  $.001 par value,  outstanding  as of
December 12, 2000 was 18,816,691 shares.


<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                 BALANCE SHEETS
                       October 31, 2000 and July 31, 2000

<TABLE>
<CAPTION>
                                                                                                   October 31,
                                                                                                      2000                July 31,
                                 ASSETS                                                            (Unaudited)              2000
                                                                                                  ------------         ------------
<S>                                                                                               <C>                  <C>
Current assets:
     Cash and cash equivalents                                                                    $    146,716         $    257,445
     Deferred tax asset                                                                                451,395                 --
     Other assets                                                                                      138,328               28,617
                                                                                                  ------------         ------------
         Total current assets                                                                          736,439              286,062

Property and equipment, net of accumulated depreciation and amortization
   of $1,025,838 at October 31, 2000 and $1,006,808 at July 31, 2000                                   123,140              142,170

Other assets                                                                                            59,867               59,867
                                                                                                  ------------         ------------

         Total assets                                                                             $    919,446         $    488,099
                                                                                                  ============         ============


               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
     Current portion of long-term debt                                                            $      7,081         $      7,074
     Accounts payable                                                                                  156,938              170,788
     Accrued expenses                                                                                  360,681              411,846
                                                                                                  ------------         ------------
         Total current liabilities                                                                     524,700              589,708

Long-term debt, less current portion                                                                    29,080               30,251
                                                                                                  ------------         ------------
         Total liabilities                                                                             553,780              619,959
                                                                                                  ------------         ------------


Commitments and contingencies

Stockholders' equity (deficiency):
     Preferred stock, $.001 par value
         Authorized and unissued, 1,000,000 shares at October 31, 2000
            and July 31, 2000                                                                             --                   --
     Common stock $.001 par value
         Authorized 40,000,000 shares at October 31, 2000 and July 31, 2000;
         Issued and outstanding 18,816,691 shares at October 31, 2000
            and 18,431,559 shares at July 31, 2000                                                      18,816               18,431
     Capital in excess of par value                                                                 57,083,927           56,526,288
     Deficit accumulated during development stage                                                  (56,737,077)         (56,676,579)
                                                                                                  ------------         ------------
         Total stockholders' equity (deficiency)                                                       365,666             (131,860)
                                                                                                  ------------         ------------

         Total liabilities and stockholders' equity (deficiency)                                  $    919,446         $    488,099
                                                                                                  ============         ============
</TABLE>

See accompanying notes to financial statements.


                                      - 2 -
<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)


                            STATEMENTS OF OPERATIONS

                  Three months ended October 31, 2000 and 1999,
                      and the Period from August 24, 1981
                     (Date of Inception) to October 31, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 August 24, 1981
                                                                              Three Months Ended               (Date of Inception)
                                                                                  October 31,                           to
                                                                          2000                  1999             October 31, 2000
                                                                          ----                  ----             ----------------
<S>                                                                  <C>                      <C>                     <C>
Revenue:
     Sales                                                           $       --                     --                  553,489
     Investment income                                                      3,754                 14,953              1,362,918
     Other income                                                            --                     --                   60,103
                                                                     ------------           ------------           ------------
Total revenue                                                               3,754                 14,953              1,976,510
                                                                     ------------           ------------           ------------

Costs and expenses:
     Cost of sales                                                           --                     --                  336,495
     Research and development                                             368,157                571,908             36,336,514
     General and administrative                                           145,589                156,392             20,305,237
     Interest:
         Related parties                                                     --                     --                1,033,960
         Others                                                             1,901                    889              1,908,630
                                                                     ------------           ------------           ------------
Total costs and expenses                                                  515,647                729,189             59,920,836
                                                                     ------------           ------------           ------------

Net (loss) before state tax benefit                                      (511,893)              (714,236)           (57,944,326)

     State tax benefit                                                    451,395                   --                1,207,249
                                                                     ------------           ------------           ------------

Net (loss)                                                           $    (60,498)              (714,236)           (56,737,077)
                                                                     ============           ============           ============

     Loss per basic and diluted common share                         $       0.00                  (0.04)                 (6.65)
                                                                     ============           ============           ============

Weighted average number of shares outstanding                          18,666,624             17,330,140              8,529,081
                                                                     ============           ============           ============
</TABLE>

See accompanying notes to financial statements.


                                      - 3 -
<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                  Three months ended October 31, 2000 and 1999,
                      and the Period from August 24, 1981
                     (Date of Inception) to October 31, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           August 24, 1981
                                                                          Three Months Ended              (Date of Inception)
                                                                              October 31,                         to
                                                                      2000                  1999           October 31, 2000
                                                                      ----                  ----           ----------------
<S>                                                              <C>                      <C>                <C>
Cash flows from operating activities:
  Net loss                                                       $   (60,498)             (714,236)          (56,737,077)
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Gain on sale of marketable securities                               --                    --                 (25,963)
    Depreciation and amortization                                     19,030                24,754             1,436,873
    Loss on disposal of property and equipment                          --                    --                  18,926
    Noncash operating expenses                                        32,202                43,557             5,551,586
    Amortization of deferred compensation                               --                    --              11,442,000
    Amortization of organization costs                                  --                    --                   4,590
Changes in assets and liabilities:
    Increase in deferred tax assets                                 (451,395)                 --                (451,395)
    Increase in other current assets                                (109,711)               (4,553)             (198,195)
    Decrease in other assets                                            --                    --                  36,184
    Increase in interest payable-related party                          --                    --                 744,539
    (Decrease) increase in accounts payable                           (3,820)              118,432               453,048
    Increase in accrued payroll and
       expenses, related parties                                        --                    --               2,348,145
    (Decrease) increase in accrued expenses                          (51,165)              (27,581)              902,194
                                                                 -----------           -----------           -----------
    Net cash used in operating activities                           (625,357)             (559,627)          (34,474,545)
                                                                 -----------           -----------           -----------

Cash flows from investing activities:
    Purchase of marketable equity securities                            --                    --                (290,420)
    Proceeds from sale of marketable equity
       securities                                                       --                    --                 316,383
    Purchase of property and equipment                                  --                    --              (1,406,836)
    Patent costs                                                        --                    --                 (97,841)
                                                                 -----------           -----------           -----------

     Net cash used in investing activities                              --                    --              (1,478,714)
                                                                 -----------           -----------           -----------
</TABLE>

See accompanying notes to financial statements.                      (continued)


                                      - 4 -
<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)

                       STATEMENTS OF CASH FLOWS, Continued

                  Three months ended October 31, 2000 and 1999,
                      and the Period from August 24, 1981
                     (Date of Inception) to October 31, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                         August 24, 1981
                                                                              Three Months Ended       (Date of Inception)
                                                                                  October 31,                    to
                                                                             2000             1999       October 31, 2000
                                                                             ----             ----       ----------------
<S>                                                                     <C>                 <C>             <C>
Cash flows from financing activities:
  Proceeds from short-term borrowings                                   $       --               --            849,500
  Payment of short-term borrowings                                              --               --           (623,500)
  Increase in loans payable - related party, net                                --               --          2,628,868
  Proceeds from bank debt and other long-
   term debt, net of deferred debt costs                                        --               --          2,452,460
  Reduction of bank debt and long-term debt                                   (1,164)          (2,036)      (2,930,407)
  Proceeds from issuance of common stock, net                                499,692             --         27,853,431
  Proceeds from exercise of stock options and warrants, net                   16,100             --          5,522,623
  Proceeds from issuance of convertible debentures                              --               --            347,000
                                                                        ------------     ------------     ------------
     Net cash (used in) provided by financing activities                     514,628           (2,036)      36,099,975
                                                                        ------------     ------------     ------------
     Net (decrease) increase in cash and cash equivalents                   (110,729)        (561,663)         146,716
Cash and cash equivalents at beginning of period                             257,445        1,383,133             --
                                                                        ------------     ------------     ------------
Cash and cash equivalents at end of period                              $    146,716          821,470          146,716
                                                                        ============     ============     ============
Supplemental disclosure of cash flow information -
   interest paid                                                        $      1,901              889        1,655,614
                                                                        ============     ============     ============
Noncash financing activities:
   Issuance of convertible subordinated debenture for loan
     payable to officer                                                 $       --               --          2,725,000
                                                                        ============     ============     ============
   Issuance of common stock upon the conversion of
     convertible subordinated debentures, related party                 $       --               --          2,945,000
                                                                        ============     ============     ============
   Conversion of short-term borrowings to common stock                  $       --               --            226,000
                                                                        ============     ============     ============
   Conversion of accrued interest, payroll and expenses by
     related parties to stock options                                   $       --               --          3,194,969
                                                                        ============     ============     ============
   Repurchase of stock options from related party                       $       --               --           (198,417)
                                                                        ============     ============     ============
   Conversion of accrued interest to stock options                      $       --               --            142,441
                                                                        ============     ============     ============
   Conversion of accounts payable to common stock                       $     10,030           26,576          296,200
                                                                        ============     ============     ============
   Conversion of notes payable, bank and accrued interest
     to long-term debt                                                  $       --               --          1,699,072
                                                                        ============     ============     ============
   Conversion of loans and interest payable, related party
      and accrued payroll and expenses, related parties to
      long-term accrued payroll and other, related party                $       --               --          1,863,514
                                                                        ============     ============     ============
   Issuance of common stock upon the conversion of
      convertible subordinated debentures, other                        $       --               --            127,000
                                                                        ============     ============     ============
   Issuance of common stock for services rendered                       $       --               --              2,460
                                                                        ============     ============     ============
</TABLE>

See accompanying notes to financial statements.


                                      - 5 -
<PAGE>

                              ALFACELL CORPORATION
                         (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements  contain all adjustments  (consisting of normal  recurring  accruals)
necessary to present fairly the Company's  financial  position as of October 31,
2000 and the results of operations for the three month periods ended October 31,
2000 and 1999 and the period from August 24, 1981 (date of inception) to October
31, 2000.  The results of operations for the three months ended October 31, 2000
are not necessarily indicative of the results to be expected for the full year.

     The  Company is a  development  stage  company as defined in the  Financial
Accounting  Standards Board's Statement of Financial Accounting Standards No. 7.
The Company is devoting substantially all of its present efforts to establishing
a new  business.  Its  planned  principal  operations  have not  commenced  and,
accordingly, no significant revenue has been derived therefrom.

     Effective  August 1, 1998,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 130 ("SFAS 130"), Reporting  Comprehensive Income. SFAS
130 establishes new rules for the reporting and display of comprehensive  income
and its components. The net loss of $60,000 and $714,000, recorded for the three
months  ended  October  31,  2000  and  1999,  respectively,  is  equal  to  the
comprehensive loss for those periods.

     The Company has reported net losses since its inception.  Also, the Company
has limited liquid resources.  The report of the Company's  independent auditors
on the Company's  July 31, 2000  financial  statements  included an  explanatory
paragraph  which states that the Company's  recurring  losses,  working  capital
deficit and limited liquid resources raise substantial doubt about the Company's
ability to continue as a going  concern.  The  financial  statements at July 31,
2000 or October 31, 2000 do not include any  adjustments  that might result from
the outcome of this uncertainty.

     The  Company's  continued  operations  will  depend on its ability to raise
additional  funds  through  various  potential  sources  such as equity and debt
financing,  collaborative agreements, strategic alliances, sale of tax benefits,
revenues from the commercial sale of ONCONASE(R) and


                                      - 6 -
<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)

1.   ORGANIZATION AND BASIS OF PRESENTATION, continued

its  ability  to  realize  the full  potential  of its  technology  and its drug
candidates.  Such  additional  funds may not  become  available  as needed or be
available on acceptable  terms. To date, a significant  portion of the Company's
financing has been through private placements of common stock and warrants,  the
issuance  of common  stock for stock  options  and  warrants  exercised  and for
services rendered,  debt financing and financing provided by the Company's Chief
Executive Officer. Additionally, the Company has raised capital through the sale
of its  tax  benefits.  Until  the  Company's  operations  generate  significant
revenues, the Company will continue to fund its operations from cash on hand and
through the sources of capital previously  described.  After taking into account
the net proceeds  received  from the sale of its tax benefits in December  2000,
the Company  believes that its cash and cash  equivalents as of October 31, 2000
will be sufficient to meet its anticipated cash needs through April 2001.

2.   EARNINGS (LOSS) PER COMMON SHARE

     "Basic"  earnings  (loss) per common share equals net income (loss) divided
by weighted  average  common  shares  outstanding  during the period.  "Diluted"
earnings  (loss)  per  common  share  equals  net  income  divided by the sum of
weighted average common shares  outstanding  during the period plus common stock
equivalents.  The  Company's  Basic and Diluted  per share  amounts are the same
since the assumed exercise of stock options and warrants are all anti- dilutive.
The amount of options and warrants  excluded from the  calculation was 6,537,712
and 5,665,715 at October 31, 2000 and 1999, respectively.

3.   CAPITAL STOCK

     In August  2000,  the  Company  issued  11,800  shares of common  stock for
payment of services  rendered.  The fair value of the common stock in the amount
of $10,030 was charged to operations.

     In August and  September  2000,  the Company  sold an  aggregate of 333,332
shares  of  common  stock to  private  investors  at a price of $1.50  per share
resulting in net proceeds of $499,692 to the Company.  In addition,  the private
investors  were granted  five-year  warrants to purchase an aggregate of 166,666
shares of common stock at per share exercise price of $3.00.


                                      - 7 -
<PAGE>

                              ALFACELL CORPORATION
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)

4.   SALE OF NET OPERATING LOSSES

     In September  2000,  the Company  issued 40,000 shares of common stock upon
the exercise of stock options by a related party  resulting in gross proceeds of
$16,100 to the Company.

     New Jersey has enacted legislation  permitting certain corporations located
in New  Jersey to sell  state tax loss  carryforwards  and  state  research  and
development  credits or tax  benefits.  For the state  fiscal year 2001 (July 1,
2000 to June 30, 2001),  the Company has $1,774,000 total available tax benefits
of which  $602,000  was  allocated  to be sold between July 1, 2000 and June 30,
2001. In December 2000, we received  $451,000 from the sale of the allocated tax
benefits which was recognized as a tax benefit for the quarter ended October 31,
2000. We will attempt to sell the  remaining  balance of our tax benefits in the
amount of  approximately  $1,172,000  between  July 1,  2001 and June 30,  2002,
subject to all existing  laws of the State of New Jersey.  However,  there is no
assurance  that the Company will be able to find a buyer for our tax benefits or
that such funds will be available in a timely manner.


                                      - 8 -
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     Information   contained   herein   contains,   in  addition  to  historical
information,  forward-looking  statements that involve risks and  uncertainties.
All  statements,  other  than  statements  of  historical  fact,  regarding  our
financial  position,  potential,  business  strategy,  plans and  objectives for
future  operations  are  "forward-looking   statements."  These  statements  are
commonly  identified  by  the  use  of  forward-looking  terms  and  phrases  as
"anticipates,"  "believes,"  "estimates,"  "expects," "intends," "may," "seeks,"
"should,"  or "will' or the  negative  thereof  or other  variations  thereon or
comparable terminology, or by discussions of strategy. We cannot assure that the
future results covered by these forward-looking statements will be achieved. The
matters  set forth in  Exhibit  99.1 to our  annual  report on Form 10-K for the
fiscal  year ended  July 31,  2000 which is  incorporated  herein by  reference,
constitute cautionary  statements  identifying important factors with respect to
these  forward-looking  statements,  including certain risks and  uncertainties,
that could cause actual  results to vary  significantly  from the future results
indicated in these  forward-looking  statements.  Other factors could also cause
actual  results to differ  significantly  from the future  results  indicated in
these forward-looking statements.

Results of Operations

Three month periods ended October 31, 2000 and 1999

     Revenues.  We are a  development  stage company as defined in the Financial
Accounting  Standards Board's Statement of Financial Accounting Standards No. 7.
We are devoting  substantially  all of our present efforts to establishing a new
business and developing new drug products.  Our planned principal  operations of
marketing and/or licensing of new drugs have not commenced and, accordingly,  we
have not derived any significant revenue from these opeations.  We focus most of
our productive and financial  resources on the development of ONCONASE(R) and as
such we have not had any sales in the three  months  ended  October 31, 2000 and
1999.  Investment  income for the three months ended October 31, 2000 was $4,000
compared to $15,000 for the same period last year,  a decrease of $11,000.  This
decrease was due to lower balances of cash and cash equivalents.

     Research and  Development.  Research and development  expense for the three
months  ended  October 31, 2000 was  $368,000  compared to $572,000 for the same
period last year, a decrease of $204,000 or 36%. This decrease was primarily due
to a decrease in expenses in preparation of an NDA filing for  ONCONASE(R)  with
the FDA, a decrease in costs in support of on-going  Phase III  clinical  trials
for ONCONASE(R) for malignant mesothelioma and a decrease in personnel costs.


                                      - 9 -
<PAGE>

     General  and  Administrative.  General and  administrative  expense for the
three  months ended  October 31, 2000 was $146,000  compared to $156,000 for the
same period last year, a decrease of $10,000 or 7%. This  decrease was primarily
due to a reduction  in non-cash  expense  relating to stock  options  issued for
consulting services.

     Income  Taxes.  New  Jersey  has  enacted  legislation  permitting  certain
corporations  located  in New Jersey to sell  state tax loss  carryforwards  and
state  research and  development  credits or tax benefits.  For the state fiscal
year 2001 (July 1, 2000 to June 30,  2001),  our  company has  $1,774,000  total
available  tax benefits of which  $602,000 was allocated to be sold between July
1, 2000 and June 30, 2001. In December 2000, we received  $451,000 from the sale
of the  allocated  tax benefits  which was  recognized  as a tax benefit for the
quarter ended October 31, 2000. We will attempt to sell the remaining balance of
our tax benefits in the amount of approximately  $1,172,000 between July 1, 2001
and June 30,  2002,  subject to all  existing  laws of the State of New  Jersey.
However,  we cannot  assure you that we will be able to find a buyer for our tax
benefits or that such funds will be available in a timely manner.

     Net Loss. We have incurred net losses during each year since our inception.
The net loss for the three months ended October 31, 2000 was $60,000 as compared
to $714,000 for the same period last year, a decrease of $654,000, primarily due
to the sale of our tax benefits. The cumulative loss from the date of inception,
August 24, 1981 to October 31, 2000,  amounted to  $56,737,000.  Such losses are
attributable  to the  fact  that  we are  still  in the  development  stage  and
accordingly have not derived  sufficient  revenues from operations to offset the
development stage expenses.

Liquidity and Capital Resources

     We have financed our operations  since inception  primarily  through equity
and debt financing, research product sales and interest income. During the three
months  ended  October  31,  2000,  we  had a net  decrease  in  cash  and  cash
equivalents  of  $110,000,  which  resulted  primarily  from  net  cash  used in
operating  activities  of  $625,000,  offset by net cash  provided by  financing
activities of $515,000, primarily from the private placement of common stock and
warrants and proceeds from the exercise of stock  options.  Total cash resources
as of October 31, 2000 were $147,000 compared to $257,000 at July 31, 2000.

     Our current  liabilities  as of October 31, 2000 were $525,000  compared to
$590,000 at July 31, 2000, a decrease of $65,000. The decrease was primarily due
to the payment of outstanding payables.

     Our  continued  operations  will depend on our ability to raise  additional
funds  through  various  potential  sources  such as equity and debt  financing,
collaborative agreements,  strategic alliances,  sale of tax benefits,  revenues
from the  commercial  sale of  ONCONASE(R)  and our  ability to realize the full
potential of our technology and our drug  candidates.  Such additional funds may
not become  available as we need them or be available on  acceptable  terms.  To
date, a significant


                                     - 10 -
<PAGE>

portion of our financing has been through private placements of common stock and
warrants,  the issuance of common stock for stock options and warrants exercised
and for services  rendered,  debt financing and financing  provided by our Chief
Executive Officer.  Additionally, we have raised capital through the sale of our
tax  benefits.  Until our  operations  generate  significant  revenues,  we will
continue to fund operations from cash on hand and through the sources of capital
previously  described.  After  taking into  account the net proceeds we received
from the sale of our tax benefits in December 2000, we believe that our cash and
cash  equivalents  as of  October  31,  2000  will be  sufficient  to  meet  our
anticipated  cash  needs  through  April  2001.  The  report of our  independent
auditors  on our July 31, 2000  financial  statements  included  an  explanatory
paragraph  which states that our recurring  losses,  working capital deficit and
limited liquid resources raise  substantial  doubt about our ability to continue
as a going  concern.  Our financial  statements at July 31, 2000 and October 31,
2000 do not include any  adjustments  that might result from the outcome of this
uncertainty.

     We will  continue to incur costs in  conjunction  with our U.S. and foreign
registrations  for  marketing  approval  of  ONCONASE(R).  We are  currently  in
discussions with several potential strategic alliance partners,  including major
international  biopharmaceutical  companies,  to  further  the  development  and
marketing of ONCONASE(R) and other related products in our pipeline. However, we
cannot assure you that any such  alliances will  materialize.  We intend to seek
marketing approvals for ONCONASE(R) for the treatment of malignant  mesothelioma
in foreign  territories.  In October  2000, we filed an  application  for Orphan
Medicinal  Product  Designation for ONCONASE(R) with the European Agency for the
Evaluation of Medicinal  Products,  or EMEA.  Our  application  was accepted for
consideration,  and the review was  initiated by EMEA. We expect an opinion from
the  EMEA in the  first  calendar  year of 2001.  Simultaneously,  we are in the
process of expanding  our  clinical  program in Germany and Italy.  However,  we
cannot assure you that  marketing  approval for  ONCONASE(R)  as a treatment for
malignant mesothelioma will be granted.

     New Jersey has enacted legislation  permitting certain corporations located
in New  Jersey to sell  state tax loss  carryforwards  and  state  research  and
development  credits or tax  benefits.  For the state  fiscal year 2001 (July 1,
2000 to June 30, 2001),  our company has $1,774,000 total available tax benefits
of which  $602,000  was  allocated  to be sold between July 1, 2000 and June 30,
2001. In December 2000, we received  $451,000 from the sale of the allocated tax
benefits which was recognized as a tax benefit for the quarter ended October 31,
2000. We will attempt to sell the  remaining  balance of our tax benefits in the
amount of  approximately  $1,172,000  between  July 1,  2001 and June 30,  2002,
subject to all  existing  laws of the State of New  Jersey.  However,  we cannot
assure  you that we will be able to find a buyer  for our tax  benefits  or that
such funds will be available in a timely manner.

     Our common stock was delisted from The Nasdaq SmallCap Market  effective at
the close of  business  April 27, 1999 for failing to meet the minimum bid price
requirements set forth in the NASD Marketplace  Rules. As of April 28, 1999, our
common stock trades on the OTC Bulletin Board under the symbol "ACEL". Delisting
of our common stock from Nasdaq could have a


                                     - 11 -
<PAGE>

material  adverse  effect  on our  ability  to  raise  additional  capital,  our
stockholders' liquidity and the price of our common stock.

     The market  price of our  common  stock is  volatile,  and the price of the
stock could be  dramatically  affected one way or another  depending on numerous
factors.  The market price of our common stock could also be materially affected
by the marketing approval or lack of approval of ONCONASE.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K).

                                                                  Exhibit No. or
Exhibit                                                            Incorporation
  No.                Item Title                                    by Reference
-------              ----------                                    ------------

3.1       Certificate of Incorporation                                    *

3.2       By-Laws                                                         *

3.3       Amendment to Certificate of Incorporation                       #

3.4       Amendment to Certificate of Incorporation                      +++

4.1       Form of Convertible Debenture                                  **

10.1      Form of Stock  and  Warrant  Purchase  Agreements  used in
          private placements completed April 1996 and June 1996          ##

10.2      Lease Agreement - 225 Belleville Avenue,  Bloomfield,  New
          Jersey                                                         ###

10.3      Form of Stock Purchase  Agreement and Certificate  used in
          connection with various private placements                     ***

10.4      Form of Stock and Warrant  Purchase  Agreement and Warrant
          Agreement used in Private Placement completed on March 21,
          1994                                                           ***

10.5      The  Company's  1993 Stock  Option Plan and Form of Option
          Agreement                                                      *****

10.6      Debt  Conversion  Agreement  dated  March  30,  1994  with
          Kuslima Shogen                                                 ****

10.7      Accrued Salary  Conversion  Agreement dated March 30, 1994
          with Kuslima Shogen                                            ****


                                     - 12 -
<PAGE>

10.8      Accrued Salary  Conversion  Agreement dated March 30, 1994
          with Stanislaw Mikulski                                        ****

10.9      Debt  Conversion  Agreement dated March 30, 1994 with John
          Schierloh                                                      ****

10.10     Option  Agreement dated March 30, 1994 with Kuslima Shogen     ****

10.11     Option  Agreement dated March 30, 1994 with Kuslima Shogen     ****

10.12     Amendment  No. 1 dated June 20,  1994 to Option  Agreement
          dated March 30, 1994 with Kuslima Shogen                       ****

10.13     Form of  Amendment  No. 1 dated  June 20,  1994 to  Option
          Agreement dated March 30, 1994 with Kuslima Shogen             *****

10.14     Form of  Amendment  No. 1 dated  June 20,  1994 to  Option
          Agreement  dated  March 30, 1994 with  Stanislaw  Mikulski     *****

10.15     Form of Stock and Warrant  Purchase  Agreement and Warrant
          Agreement used in Private Placement completed on September
          13, 1994                                                         +

10.16     Form of Subscription Agreements and Warrant Agreement used
          in Private Placements closed in October 1994 and September
          1995                                                             #

10.17     Common Stock Purchase Agreement by and between the Company
          and Digital Creations, Inc. dated March 3, 1997                 ###

10.18     1997 Stock Option Plan                                          ###

10.19     Separation  Agreement  with  Michael  C. Lowe  dated as of
          October 9, 1997                                                 ++

10.20     Form of Subscription  Agreement and Warrant Agreement used
          in Private Placement completed on February 20, 1998             +++

10.21     Form of Warrant Agreement issued to the Placement Agent in
          connection  with  the  Private   Placement   completed  on
          February 20, 1998                                               +++

10.22     Placement Agent Agreement dated December 15, 1997               +++

10.23     Separation  Agreement  with Gail Fraser  dated  August 31,
          1999                                                            ++++

10.24     Form of Subscription  Agreement and Warrant Agreement used
          in the August and September 2000 Private Placement              #####

27.1      Financial Data Schedule                                         #####

99.1      Factors to Consider  in  Connection  with  Forward-Looking
          Statements                                                      ####

*    Previously filed as exhibit to the Company's Registration Statement on Form
     S-18 (File No. 2-79975-NY) and incorporated herein by reference thereto.


                                     - 13 -
<PAGE>

**      Previously filed as exhibits to the Company's Annual Report on Form 10-K
        for the year ended July 31, 1993 and  incorporated  herein by  reference
        thereto.

***     Previously  filed as exhibits to the Company's  Quarterly Report on Form
        10-QSB for the quarter ended January 31, 1994 and incorporated herein by
        reference thereto.

****    Previously  filed as exhibits to the Company's  Quarterly Report on Form
        10-QSB for the quarter ended April 30, 1994 and  incorporated  herein by
        reference thereto.

*****   Previously  filed as exhibits to the  Company's  Registration  Statement
        Form SB-2  (File No.  33-76950)  and  incorporated  herein by  reference
        thereto.

+       Previously filed as exhibits to the Company's  Registration Statement on
        Form SB-2  (File No.  33-83072)  and  incorporated  herein by  reference
        thereto.

++      Previously  filed as exhibits to the Company's  Quarterly Report on Form
        10-Q for the quarter ended October 31, 1997 and  incorporated  herein by
        reference thereto.

+++     Previously  filed as exhibits to the Company's  Quarterly Report on Form
        10-Q for the quarter ended January 31, 1998 and  incorporated  herein by
        reference thereto.

++++    Previously filed as exhibits to the Company's Annual Report on Form 10-K
        for the year ended July 31, 1999 and  incorporated  herein by  reference
        thereto.

#       Previously  filed as exhibits  to the  Company's  Annual  Report on Form
        10-KSB  for the year  ended  July 31,  1995 and  incorporated  herein by
        reference thereto.

##      Previously filed as exhibits to the Company's  Registration Statement on
        Form SB-2 (File No.  333-11575)  and  incorporated  herein by  reference
        thereto.

###     Previously  filed as exhibits to the Company's  Quarterly Report on Form
        10-QSB for the quarter ended April 30, 1997 and  incorporated  herein by
        reference thereto.

####    Previously filed as exhibits to the Company's Annual Report on Form 10-K
        for the year ended July 31, 2000 and  incorporated  herein by  reference
        thereto.

#####   Filed herewith.

(b)     Reports on Form 8-K.

        On November 30, 2000, we filed a report on Form 8-K which reported under
Item 9 thereof, the Shareholder Letter dated November 30, 2000.


                                     - 14 -
<PAGE>

                                   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 thereunto duly authorized.


                                           ALFACELL CORPORATION
                                               (Registrant)


December 14, 2000                          /s/ KUSLIMA SHOGEN
                                           ------------------
                                           Kuslima Shogen, Chief Executive
                                           Officer, Acting  Chief Financial
                                           Officer (Principal Executive Officer,
                                           Principal Accounting Officer) and
                                           Chairman of the Board


                                     - 15 -