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

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

                            FORM 10-QSB

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


   JANUARY 31, 1996                                  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                (IRS Employer 
incorporation or organization                  Identification No.)


       225 BELLEVILLE AVENUE, BLOOMFIELD, NEW JERSEY  07003
        (Address of principal executive offices)(Zip Code)
                          (201) 748-8082
         (Issuer's telephone number, including area code)

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




Check whether the  issuer  (1)  filed  all  reports required to be filed by
Section 13 or 15(d) of the Exchange Act during  the  past 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

State the number of shares outstanding of each of the issuer's  classes  of
common equity, as of the latest practicable date:

Common shares outstanding as of March 8, 1996:    11,726,679


Transitional small business disclosure format (check one):    Yes       No   X


PART I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
                               Balance Sheets
                     January 31, 1996 and July 31, 1995
<TABLE>
<CAPTION>
                              ASSETS                                   January 31,
                                                                              1996                    July 31,
                                                                       (UNAUDITED)                       1995
<S>                                                    <C>       <C>               <C>        <C>
Current assets:
     Cash                                              $                  161,897          $          648,027
     Marketable securities                                              2,450,000                     750,000
     Prepaid expenses                                                      20,189                      38,607
          Total current assets                                          2,632,086                   1,436,634
Property and equipment, net of accumulated                                 99,458   104,301
depreciation and amortization of $676,273 at January
31, 1996 and $666,261 at July 31, 1995

Other assets:
     Deferred debt costs, net                                              32,394                      31,500
     Other                                                                 32,521                      43,735
                                                                           64,915                      75,235
          Total assets                                 $                2,796,459          $        1,616,170
                               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
     Current portion of long-term debt                 $                   95,198          $        1,602,974
     Loans and interest payable, related party                             45,488                     138,638
     Accounts payable                                                     293,431                     183,222
     Accrued payroll and expenses, related parties                        342,116                     414,996
     Accrued expenses                                                      80,176                     101,777
          Total current liabilities                                       856,409                   2,441,607
Long-term debt, less current portion                                    1,415,517                       7,129
          Total liabilities                                             2,271,926                   2,448,736
Commitments and contingencies
Stockholders' equity (deficiency):
     Preferred stock, $.001 par value                                           --                          --
          Authorized and unissued, 1,000,000 shares at
January 31, 1996 and July 31, 1995
     Common stock $.001 par value                                          11,716                      10,319
          Authorized 25,000,000 shares at January 31,
          1996;
          Issued and outstanding 11,716,679 shares at
January 31, 1996 and 10,319,187 shares at July 31,
1995
     Capital in excess of par value                                    39,400,014                  36,262,427
     Common stock to be issued                                                  --                    343,808
          139,080 shares at July 31, 1995
     Deficit accumulated during development stage
                                                                      (38,887,197)                (37,449,120)
          Total stockholders' equity (deficiency)                         524,533                    (832,566)
          Total liabilities and stockholders' equity   $                2,796,459          $1,616,170
(deficiency)
See accompanying notes to financial statements.
</TABLE>
<PAGE>

                       ALFACELL CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)


                          STATEMENTS OF OPERATIONS

          Three months and six months ended January 31, 1996 and 1995
                      and the Period from August 24, 1981
                    (Date of Inception) to January 31, 1996

                                 (Unaudited)






<TABLE>
<CAPTION>

                                      Three Months Ended               Six Months Ended          August 24, 1981
                                          JANUARY 31,                     JANUARY 31,               (date of
<S>                            <C>              <C>             <C>             <C>             <C>
                                                                                                   inception)
                                                                                                       to
                                     1996            1995            1996            1995       JANUARY 31, 1996
REVENUE
     Sales                   $            -- $            -- $            -- $            --  $       553,489
     Investment income                40,050           4,896          74,480           8,276          275,484
     Other income                         --              --              --              --           60,103
     TOTAL REVENUE                    40,050           4,896          74,480           8,276          889,076
COSTS AND EXPENSES
     Costs of sales                       --              --              --              --          336,495
     Research and development        577,276         230,106       1,021,000         556,678       21,391,500
     General and                     258,119         174,590         424,489         334,67515,323,309
administrative
     Interest
          Related parties                603           3,611           1,756           7,580        1,033,915
          Other                       35,121          32,179          65,312          65,870        1,691,054
     TOTAL COSTS AND EXPENSES        871,119         440,486       1,512,557         964,803       39,776,273
     NET LOSS                     $ (831,069)     $ (435,590)    $(1,438,077)     $ (956,527)    $(38,887,197)
Loss per common share           $       (.07)   $       (.05) $         (.12)   $       (.10)    $      (7.10)
Weighted average number of        11,662,304       9,454,133      11,497,130       9,377,3295,478,668
common shares outstanding
</TABLE>



See accompanying notes to financial statements.
<PAGE>

                       ALFACELL CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)


                          STATEMENTS OF CASH FLOWS

                 Six months ended January 31, 1996 and 1995,
                     and the Period from August 24, 1981
                   (Date of Inception) to January 31, 1996

                                 (Unaudited)
<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED             AUGUST 24, 1981
                                                           JANUARY 31,              (DATE OF INCEPTION)
                                                                                            TO
<S>                                    <C>       <C>              <C>              <C>
                                                   1996             1995          JANUARY 31, 1996
Cash flows from operating activities:
  Net Loss                                     $    (1,438,077)       (956,527)             (38,887,197)
  Adjustments to reconcile net loss to
      net cash used in operating
      activities:
    Gain on sale of marketable                                 -                -               (25,963)
securities
    Depreciation and amortization                         45,150           33,346             1,023,143
    Loss on disposal of property and
      equipment                                                -                -                18,926
    Noncash operating expenses                            15,997                -             4,787,008
    Amortization of deferred                                   -           58,50011,442,000
compensation
    Amortization of organization costs                         -                -                 4,590
Changes in assets and liabilities:
    (Increase) decrease in prepaid                        18,418           55,282               (20,189)
expenses
    (Increase) decrease in other                          (9,718)         (30,387)         18,765
assets
    Increase (decrease) in interest
payable                                                  (93,150)           7,580790,027
       related party
    Increase (decrease) in accounts                      110,209         (123,840)       370,696
payable
    Increase (decrease) in accrued
payroll                                                  (72,880)         121,7332,690,261
       and expenses, related parties
    Increase (decrease) in accrued                       (21,601)          (4,127)      621,689
expenses
    Net cash used in operating                        (1,445,652)        (838,440)          (17,166,244)
activities
Cash flows from investing activities:
    Purchase of marketable equity                     (1,700,000)               -            (2,740,420)
securities
    Proceeds from sale of marketable
equity                                                         -          251,209316,383
       securities
    Purchase of property and equipment                    (5,169)          (6,223)           (1,001,356)
    Patent costs                                            -                -                  (97,841)
     Net cash provided by (used in)
investing activities                                  (1,705,169)         244,986            (3,523,234)
</TABLE>
See accompanying notes to financial statements.                 (continued)

                     STATEMENTS OF CASH FLOWS, Continued

                 Six months ended January 31, 1996 and 1995,
                     and the Period from August 24, 1981
                   (Date of Inception) to January 31, 1996

                                 (Unaudited)
<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED            AUGUST 24, 1981
                                                                  JANUARY 31,            (DATE OF INCEPTION)
                                                                                                 TO
<S>                                        <C>         <C>             <C>              <C>
                                                         1996            1995          JANUARY 31, 1996
Cash flows from financing activities:
  Proceeds from short-term borrowings                $              -                -               849,500
  Payment of short-term borrowings                                  -                -              (623,500)
  Increase in loans payable - related                               -                -   2,628,868
party, net
  Proceeds from bank debt and other long-
   term debt, net of deferred debt costs                            -                -             2,377,143
  Reduction of bank debt and long-term                        (99,388)         (42,240)           (1,381,000)
debt
  Proceeds from common stock to be issued                           -          197,490               389,008
  Proceeds from issuance of common stock,                   2,727,519          595,318         15,790,596
net
  Proceeds from exercise of stock options                      36,560                -               473,760
  Proceeds from issuance of convertible                         -                -         347,000
debentures
     Net cash provided by financing                         2,664,691          750,568  20,851,375
activities
     Net increase (decrease) in cash                         (486,130)         157,114               161,897
Cash at beginning of period                                   648,027          202,654                 -
Cash at end of period                                $        161,897          359,768               161,897
Supplemental disclosure of cash flow
information -                                        $         64,890           66,0681,424,394
   interest paid
Noncash financing activities:
   Issuance of warrants/options for                            15,100             -   15,100
services rendered
   Issuance of convertible subordinated
     debenture for loan payable to officer           $          -                 -                2,725,000
   Issuance of common stock upon the
conversion of                                        $          -                -    2,945,000
     convertible subordinated debentures,
related party
   Conversion of short-term borrowings to            $          -               44,000   226,000
common stock
   Conversion of accrued interest, payroll
and expenses by                                      $          -                -    3,194,969
     related parties to stock options
   Repurchase of stock options from                  $          -                -                  (198,417)
related party
   Conversion of accrued interest to stock           $          -                -            142,441
options
   Conversion of accounts payable to                 $          -               77,265    77,265
common stock
   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                                                  $          -                -    1,863,514
      expenses, related parties to long-
term
      accrued payroll and other, related
party
   Issuance of common stock upon the
conversion of                                        $          -                -      127,000
      convertible subordinated debentures,
other

See accompanying notes to financial statements.
</TABLE>
<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 January 31, 1996 and the results of operations for the six month periods
ended  January  31, 1996 and 1995 and the period from August 24, 1981 (date
of inception) to  January  31, 1996.  The results of operations for the six
months ended January 31, 1996 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.


2.   CAPITAL STOCK

     On August  4, 1995, the Company issued 6,060 shares of common stock as
payment for services  rendered  to  the  Company.   The  fair value of this
common stock was charged to operations.

     On August 8, 1995, options to purchase 10,000 shares  of  common stock
were exercised resulting in gross proceeds to the Company of $25,000.

     On  September  29,  1995,  the  Company  completed a private placement
resulting in the issuance of 1,925,616 shares of  restricted  common  stock
and three-year warrants to purchase an aggregate of 55,945 shares of common
stock  at  an exercise price of $4.00 per share.  The common stock was sold
alone at per  share  prices ranging from $2.00 to $3.70, and in combination
with warrants at per unit  prices  ranging  from  $4.96  to  $10.92,  which
related  to  the  number  of  warrants  contained in the unit.  The Company
received  proceeds  of  approximately  $4.1 million,  including  $1,723,000
received prior to the fiscal year ended  July  31,  1995,  and incurred net
costs associated with the placement of approximately $18,000.

     In October 1995, a private placement of 30,000 shares of  common stock
at $3.60 per share was made to a single investor for a total of $108,000.
     As  consideration  for  the  extension  of  the  Company's  term  loan
agreement  with  its  bank, the Company granted the bank 10,000 warrants to
purchase 10,000 shares  of common stock at an exercise price of $4.19.  The
warrants were issued as of October 1, 1995 and expire on August 31, 1997.

     On December 11, 1995,  the Securities and Exchange Commission declared
effective  a registration statement  for  the  offer  and  sale  of  up  to
2,071,561 shares of common stock by shareholders and warrant holders of the
Company.  Of  these  shares (i) 1,965,616 were issued in private placements
closed in October 1994  and  September  1995,  (ii) 95,945 underly warrants
issued in such private placements closed in October 1994 and September 1995
and may be issued upon exercise of the warrants, and (iii) 10,000 underly a
warrant issued to the Company's bank in connection  with  the  amendment of
its  term  loan agreement with the bank and may be issued upon exercise  of
such warrant.

     Also, on  December  11,  1995,  the Securities and Exchange Commission
declared effective another registration statement for the offer and sale of
up to 3,299,561 shares of common stock  by  shareholders and option holders
of the Company.  Of these shares, (i) an aggregate of 1,002,906 shares were
issued to private placement investors in private placements closed in March
1994 and September 1994, (ii) an aggregate of  30,000  shares  were  issued
pursuant to the exercise of options, (iii) an aggregate of 1,088,506 shares
may  be  issued  upon  exercise  of  warrants  which were issued to private
placement investors in such private placements closed  in  March  1994  and
September  1994,  and  (iv)  an aggregate of 1,178,149 shares may be issued
upon exercise of certain outstanding  options  to purchase shares of common
stock.

     In November 1995, options to purchase 500 shares  of common stock were
exercised resulting in gross proceed to the Company of $1,560.

     In  December  1995,  a private placement of 102,316 shares  of  Common
Stock at $3.80 per share was  made  to  several  investors  for  a total of
$388,801.

     In  December  1995,  options to purchase 4,000 shares of common  stock
were exercised resulting in gross proceeds to the Company of $10,000.


ITEM 2.   MANAGEMENT'S DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 1996 AND 1995

     REVENUES.  The Company is a development  stage  company  as defined in
the   Financial   Accounting   Standards  Board's  Statement  of  Financial
Accounting Standards No. 7.  As such, the Company is devoting substantially
all of its present efforts to establishing  a  new  business and developing
new drug products.  The Company's planned principal operations of marketing
and/or  licensing  of  new  drugs have not commenced and,  accordingly,  no
revenue has been derived therefrom.   The Company continues to marshall all
its productive and financial resources  to  proceed with its development of
ONCONASE and as such has not had any sales in  the six months ended January
31, 1996 and 1995.  Investment income increased  by  $66,000 to $74,000 for
the  six month period ended January 31, 1996 compared to  the  same  period
last year.

     RESEARCH  AND  DEVELOPMENT.   Research and development expense for the
three months ended January 31, 1996  was  $577,000 compared to $230,000 for
the same period last year, an increase of $347,000  or  151%.  Research and
development  expense  for  the  six  months  ended  January  31,  1996  was
$1,021,000 compared to $557,000 for the same period last year,  an increase
of  $464,000  or  83%.  These increases were primarily due to increases  in
costs associated with manufacturing clinical supplies of ONCONASE and costs
in support of on-going  clinical  trials, including the Phase III trial for
pancreatic cancer.

     GENERAL AND ADMINISTRATIVE.  General  and  administrative  expense for
the  three months ended January 31, 1996 was $258,000 compared to  $175,000
for the  same period last year, an increase of $83,000 or 47%.  General and
administrative  expense  for  the  six  months  ended  January 31, 1996 was
$424,000 compared to $335,000 for the same period last year, an increase of
$89,000 or 27%.  These increases were primarily due to an increase in legal
fees  primarily  in  connection  with refinancing the Company's  term  loan
agreement with its bank, amortization  of loan costs due to the refinancing
of  the Company's bank debt in October 1995,  and  an  increase  in  public
relations and business development expenses.

     INTEREST.  Interest expense for each of the three months ended January
31, 1996  and  1995 was $36,000.  Interest expense for the six months ended
January 31, 1996  was  $67,000 compared to $73,000 for the same period last
year, a decrease of $6,000  or  8%.   The decrease was primarily due to the
conversion of convertible subordinated  debentures  to  common  stock and a
reduction in short-term loans payable over the prior year.

     NET LOSS.  The Company has incurred net losses during each year  since
its  inception.   The  net loss for the three months ended January 31, 1996
was $831,000 as compared  to  $436,000  for the same period last year.  The
net  loss  for the six months ended January  31,  1996  was  $1,438,000  as
compared to  $957,000  for  the same period last year.  The cumulative loss
from the date of inception, August  24,  1981, to January 31, 1996 amounted
to $38,887,000.  Such losses are attributable  to the fact that the Company
is  still  in  the  development  stage  and  accordingly  has  not  derived
sufficient  revenues  from  operations  to  offset  the  development  stage
expenses.   The  increases  in the net loss for  the  current  period  were
attributable generally to the increase in expenses discussed above.


LIQUIDITY AND CAPITAL RESOURCES

     Alfacell has financed its operations since inception primarily through
equity and debt financing, research  product  sales  and  interest  income.
During  the  six  months  ended  January  31,  1996,  the Company had a net
decrease in cash of $486,000.  This decrease resulted from net cash used in
operating  activities  of  $1,446,000  and  net  cash  used  in   investing
activities  of  $1,705,000  principally  due  to the purchase of marketable
securities  offset  by  net  cash  provided  by  financing   activities  of
$2,665,000,  which  resulted primarily from a private placement  of  common
stock and common stock  warrants  completed  in September 1995.  Total cash
resources, including marketable securities, as  of  January  31,  1996 were
$2,612,000 compared to $1,398,000 at July 31, 1995.

     The  Company's term loan agreement with its bank was amended effective
as of October  1,  1995.   Among  other  things, the amendment extended the
maturity  date of the loan from May 31, 1996  to  August  31,  1997,  which
enabled the Company to reflect substantially the entire principal amount of
the loan outstanding as of January 31, 1996 as long-term debt.  This is the
primary reason  for  the  significant decrease in current liabilities as of
January 31, 1996 compared to  July 31, 1995 and the significant increase in
long-term debt as of January 31,  1996  compared  to  July 31, 1995.  It is
estimated  that  the  outstanding  balance  on  August  31,  1997  will  be
$1,369,000.   At  that time, the Company intends to refinance the  loan  or
raise sufficient equity  to pay off the unpaid balance.  However, there can
be no assurance that the Company  will  be  able to successfully conclude a
refinancing or raise sufficient equity to pay off the unpaid balance.

     The Company's continued operations will depend on its ability to raise
additional  funds  through  a  combination of equity  and  debt  financing,
collaborative  agreements,  strategic   alliances  and  revenues  from  the
commercial sale of ONCONASE.  The Company  is  in  discussions with several
potential collaborative partners for further development  and  marketing of
ONCONASE,  however,  there  can  be no assurance that any such arrangements
will be consummated.  In addition,  the Company expects that its cash needs
in the future will increase due to the  on-going  Phase III clinical trial.
The Company believes that its current resources will  be sufficient to meet
its  anticipated  cash needs until December 1996.  To date,  a  significant
portion of the Company's  financing  has been through private placements of
common  stock, the issuance of common stock  for  services  rendered,  debt
financing  and  financing  provided  by  the  Company's President and Chief
Executive Officer.  The Company's long-term liquidity  will  depend  on its
ability  to  raise substantial additional funds.  There can be no assurance
that such funds will be available to the Company on acceptable terms, if at
all.

     Pursuant  to  the  terms  of the Company's amended term loan agreement
with its bank (the "Term Loan"), without the bank's consent, the Company is
prohibited from incurring any additional  indebtedness  except  as follows:
(i)  additional  indebtedness  to  the  bank,  (ii)  indebtedness having  a
priority of payment which is expressly junior to and inferior  in  right of
payment  to  the  prior  payment  in  full  to the bank, (iii) indebtedness
arising as a result of obligations of the Company  over  the  life  of  its
leases  which  in  the aggregate do not exceed $200,000, and (iv) unsecured
indebtedness arising in the ordinary course of the Company's business which
at no time exceeds $1,452,000.   Pursuant  to the Term Loan, the Company is
required  to  make  prepayments  to the extent its  gross  revenues  exceed
certain levels.  Pursuant to a pledge  agreement,  the  Company's President
and CEO has pledged the shares of the Company's Common Stock  owned  by her
to  secure  the  repayment  of the Term Loan.  The pledgor may from time to
time request that the bank release  a  portion  of  the  pledged stock when
market conditions are favorable in order to permit the sale  of  such stock
whereupon  the  proceeds  will be used to make payments under the pledgor's
term loan agreement with the  bank.   The Term Loan Agreement prohibits the
issuance of any shares, or right to purchase  any  shares  of the Company's
stock if the result of such issuance would be to decrease the  ratio of the
market value of such pledged stock to the aggregate outstanding debt of the
Company and pledger to the bank, below 1:1.

     The  Company's  working  capital and capital requirements depend  upon
numerous factors including, the  progress  of  the  Company's  research and
development   programs,   the  timing  and  cost  of  obtaining  regulatory
approvals, and the levels of  resources  that  the  Company  devotes to the
development of manufacturing and marketing capabilities.



PART II.  OTHER INFORMATION

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  An annual meeting of stockholders was held on December 11, 1995.

(b)  The  directors  elected  at  the  annual meeting were Kuslima  Shogen,
Stanislaw M. Mikulski, Gail E. Fraser, Allen  Siegel,  Robert  R. Henry and
Alan Bell.

(c)  The  matters voted upon at the annual meeting and the results  of  the
voting are  set forth below.  Broker non-votes were not applicable.  All of
such matters were approved by the stockholders.

          (i)  The   stockholders  voted  7,404,094  shares  in  favor  and
     withheld 58,335 shares  with respect to the election of Kuslima Shogen
     as a director; 7,404,094  shares  in  favor and withheld 58,335 shares
     with  respect to the election of Stanislaw  Mikulski  as  a  director;
     7,400,994  shares  in favor and withheld 61,435 shares with respect to
     the election of Gail  E.  Fraser  as  a  director; 7,388,929 shares in
     favor and withheld 73,500 shares with respect to the election of Allen
     Siegel as a director;  7,404,094 shares in  favor  and withheld 58,335
     shares with respect to the election of Robert R. Henry  as a director;
     and 7,397,289 shares in favor and withheld 65,140 shares  with respect
     to the election of Alan Bell as a director;

          (ii) The stockholders voted 7,449,804 shares in favor  and  3,505
     shares against a proposal to select KPMG Peat Marwick LLP to audit the
     Company's  financial  statements  for  the fiscal year ending July 31,
     1996.  9,120 shares abstained from voting on this proposal.



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-B).
<TABLE>
<CAPTION>
     Exhibit                             ITEM TITLE                           Exhibit No. or
       NO.                                                                   Incorporation BY
                                                                                 REFERENCE
<S>               <C>                                                      <C>
          3.1     Certificate of Incorporation                                       *
          3.2     By-Laws                                                            *
          3.3     Amendment to Certificate of Incorporation                         +++
          4.1     Form of Convertible Debenture                                     **
         10.1     Employment Agreement dated as of July 1, 1994 with
                  Kuslima Shogen                                                    ++
         10.2     Lease, as amended - 225 Belleville Avenue, Bloomfield,
                  New Jersey                                                        **
         10.3     Amendment to Lease - 225 Belleville Avenue, Bloomfield,
                  New Jersey                                                        +++
         10.4     Term Loan Agreement dated as of May 31, 1993 by and
                  between the Company and First Fidelity Bank, N.A., New
                  Jersey                                                            **
         10.5     Term Note dated as of May 31, 1993 issued by the Company
                  to First Fidelity Bank, N.A., New Jersey                          **
         10.6     Patent Security Agreement dated as of May 31, 1993 by
                  and between the Company and First Fidelity Bank, N.A.,
                  New Jersey                                                        **
         10.7     Security Agreement dated as of May 31, 1993 by and
                  between the Company and First Fidelity Bank, N.A., New            **
                  Jersey
         10.8     Subordination Agreement dated as of May 31, 1993 by and
                  among the Company, Kuslima Shogen, and First Fidelity
                  Bank, N.A., New Jersey                                            **
         10.9     Amendment to Subordination Agreement dated as of May 31,
                  1993 by and among the Company, Kuslima Shogen, and First
                  Fidelity Bank, N.A., New Jersey dated June 30, 1995               +++
        10.10     Form of Stock Purchase Agreement and Certificate used in
                  connection with private placements                                ***
        10.11     Form of Stock and Warrant Purchase Agreement and Warrant
                  Agreement used in Private Placement completed on March
                  21, 1994                                                          ***
        10.12     The Company's 1993 Stock Option Plan and Form of Option
                  Agreement                                                        *****
        10.13     Debt Conversion Agreement dated March 30, 1994 with
                  Kuslima Shogen                                                   ****
        10.14     Accrued Salary Conversion Agreement dated March 30, 1994
                  with Kuslima Shogen                                              ****
        10.15     Accrued Salary Conversion Agreement dated March 30, 1994
                  with Stanislaw Mikulski                                          ****
        10.16     Debt Conversion Agreement dated March 30, 1994 with John
                  Schierloh                                                        ****
        10.17     Option Agreement dated March 30, 1994 with Kuslima               ****
                  Shogen
        10.18     Option Agreement dated March 30, 1994 with Kuslima               ****
                  Shogen
        10.19     Amendment No. 1 dated June 20, 1994 to Option Agreement
                  dated March 30, 1994 with Kuslima Shogen                         ****
        10.20     Amendment No. 1 dated June 17, 1994 to Term Loan
                  Agreement dated May 31, 1993 between Kuslima Shogen and
                  First Fidelity Bank, N.A., New  Jersey                           ****
        10.21     Second Pledge Agreement dated June 17, 1994 by and among
                  the Company, Kuslima Shogen and First Fidelity Bank,
                  N.A., New Jersey                                                 ****
        10.22     Form of Amendment No. 1 dated June 20, 1994 to Option
                  Agreement dated March 30, 1994 with Kuslima Shogen               *****
        10.23     Form of Amendment No. 1 dated June 20, 1994 to Option
                  Agreement dated March 30, 1994 with Stanislaw Mikulski           *****
        10.24     Form of Stock and Warrant Purchase Agreement and Warrant
                  Agreement used in Private Placement completed on
                  September 13, 1994                                                 +
        10.25     Employment Agreement dated as of July 31, 1994 with Gail
                  E. Fraser                                                         ++
        10.26     Form of Subscription Agreements and Warrant Agreement
                  used in Private Placements closed in October 1994 and
                  September 1995.                                                   +++
        10.27     Amendment No. 1 dated as of October 1, 1995 to Term Loan
                  Agreement dated as of May 31, 1993 by and between the
                  Company and First Fidelity Bank, N.A. New Jersey                   ~
        10.28     Amended and Restated Term Note dated as of October 1,
                  1995 issued by the Company to First Fidelity Bank, N.A.            ~
                  New Jersey
        10.29     Warrant dated as of October 1, 1995 issued by the
                  Company to First Fidelity Bank, N.A. New Jersey                    ~
         27.0     Financial Data Schedule                                            #
</TABLE>


#      Filed herewith.

*      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.

**     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-QSB for the quarter  ended  April  30, 1995 and incorporated
       herein by reference thereto.

+++    Previously filed as exhibits to the Company's  Annual Report on Form
       10-KSB and incorporated herein by reference thereto.

~      Previously filed as exhibits to the Company's Registration Statement
       on  Form  SB-2  (File  No.  33-63341)  and  incorporated  herein  by
       reference thereto.

(b)    Reports on Form 8-K.

          None.

<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)


                                             /S/     GAIL     E.     FRASER

                                         Gail E. Fraser
                                         Vice President, Finance and
                                         Chief Financial Officer (Principal
                                         Accounting Officer and Principal
                                         Financial Officer)





MARCH 15, 1996
Date