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, 1997                                         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 ___

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

Common shares outstanding as of December 3, 1997:    14,847,793


<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)



PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

<TABLE>
<CAPTION>
                                              BALANCE SHEETS
                                    October 31, 1997 and July 31, 1997

                                                                            October 31,
                                                                                1997          July 31,
                                                 ASSETS                      (Unaudited)        1997
                                                                            ------------    ------------
<S>                                                                         <C>             <C>         
Current assets:
      Cash and cash equivalents                                             $  4,927,012    $  7,542,289
      Prepaid expenses                                                           193,554         165,106
                                                                            ------------    ------------
            Total current assets                                               5,120,566       7,707,395
                                                                            ------------    ------------

Property and equipment, net of accumulated depreciation and amortization
   of $764,832 at October 31, 1997 and $742,319 at July 31, 1997                 341,600         326,003
                                                                            ------------    ------------

Other assets:
      Deferred debt costs, net                                                      --             1,556
                                                                            ------------    ------------

            Total assets                                                    $  5,462,166    $  8,034,954
                                                                            ============    ============


                                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Current portion of long-term debt                                     $      8,531    $  1,381,416
      Accounts payable                                                           483,916         377,704
      Accrued expenses                                                           795,882         693,841
                                                                            ------------    ------------
            Total current liabilities                                          1,288,329       2,452,961
                                                                            ------------    ------------

Long-term debt, less current portion                                              13,691          15,902
                                                                            ------------    ------------
            Total liabilities                                                  1,302,020       2,468,863
                                                                            ------------    ------------


Commitments and contingencies
Stockholders' equity:
      Preferred stock, $.001 par value
            Authorized and unissued, 1,000,000 shares at October 31, 1997
               and July 31, 1997                                                    --              --
      Common stock $.001 par value
            Authorized 25,000,000 shares at October 31, 1997; Issued and
            outstanding 14,847,793 shares at October 31, 1997
               and 14,847,793 shares at July 31, 1997                             14,848          14,848
      Capital in excess of par value                                          51,013,855      50,961,382
      Deficit accumulated during development stage                           (46,868,557)    (45,410,139)
                                                                            ------------    ------------
            Total stockholders' equity                                         4,160,146       5,566,091
                                                                            ------------    ------------

            Total liabilities and stockholders' equity                      $  5,462,166    $  8,034,954
                                                                            ============    ============
</TABLE>

See accompanying notes to financial statements.




                                      - 2 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)


                            STATEMENTS OF OPERATIONS

                  Three months ended October 31, 1997 and 1996,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1997

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              August 24, 1981
                                                                                 (Date of
                                                     Three Months Ended         Inception)
                                                         October 31,                to
                                                    1997            1996      October 31, 1997
                                                ------------    ------------  ----------------
<S>                                             <C>               <C>              <C>      
REVENUE:
      Sales                                     $       --              --           553,489
      Investment income                               85,026         111,983         912,852
      Other income                                      --              --            60,103
                                                ------------    ------------    ------------
      TOTAL REVENUE                                   85,026         111,983       1,526,444
                                                ------------    ------------    ------------

COSTS AND EXPENSES:
      Cost of sales                                     --              --           336,495
      Research and development                     1,196,204         850,893      27,618,310
      General and administrative                     326,892         265,750      17,508,298
      Interest:
            Related parties                             --              --         1,033,960
            Others                                    20,348          31,794       1,897,938
                                                ------------    ------------    ------------
       TOTAL COSTS AND EXPENSES                    1,543,444       1,148,437      48,395,001
                                                ------------    ------------    ------------

       NET LOSS                                 $ (1,458,418)     (1,036,454)    (46,868,557)
                                                ============    ============    ============

      Loss per common share                     $       (.10)           (.07)          (6.96)
                                                ============    ============    ============

Weighted average number of shares outstanding     14,847,793      14,320,871       6,729,658
                                                ============    ============    ============
</TABLE>



See accompanying notes to financial statements.



                                      - 3 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                  Three months ended October 31, 1997 and 1996,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1997

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            August 24, 1981
                                                   Three Months Ended     (Date of Inception)
                                                       October 31,                to
                                                   1997          1996      October 31, 1997
                                               -----------    -----------  ----------------
<S>                                            <C>             <C>           <C>         
Cash flows from operating activities:
  Net Loss                                     $(1,458,418)    (1,036,454)   (46,868,557)
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Gain on sale of marketable securities             --             --          (25,963)
    Depreciation and amortization                   24,069         13,245      1,144,097
    Loss on disposal of property and
      equipment                                       --             --           18,926
    Noncash operating expenses                      52,473         27,900      5,016,937
    Amortization of deferred compensation             --             --       11,442,000
    Amortization of organization costs                --             --            4,590
Changes in assets and liabilities:
    Decrease in loan receivable,
        related party                                 --          112,250           --
    (Increase) in prepaid expenses                 (28,448)       (85,551)      (193,554)
    Decrease in other assets                          --            4,334         36,184
    Increase in interest payable
       related party                                  --             --          744,539
    Increase in accounts payable                   106,212        186,531        561,181
    Increase in accrued payroll and
       expenses, related parties                      --             --        2,348,145
    Increase (decrease) in accrued expenses        102,041       (110,445)     1,337,395
                                               -----------    -----------    -----------
    Net cash used in operating activities       (1,202,071)      (888,190)   (24,434,080)
                                               -----------    -----------    -----------
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             (38,110)       (13,517)    (1,332,055)
    Patent costs                                      --             --          (97,841)
                                               -----------    -----------    -----------

      Net cash used in investing activities        (38,110)       (13,517)    (1,403,933)
                                               -----------    -----------    -----------
</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, 1997 and 1996,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1997

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             August 24, 1981
                                                                   Three Months Ended      (Date of Inception)
                                                                       October 31,                  to
                                                                  1997            1996       October 31, 1997
                                                              ------------      ---------    ----------------
<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                              --            4,200        2,410,883
  Reduction of bank debt and long-term debt                     (1,375,096)       (28,547)      (2,903,233)
  Proceeds from common stock to be issued                             --          125,000          433,358
  Proceeds from issuance of common stock, net                         --             --         22,172,561
  Proceeds from exercise of stock options and warrants, net           --        2,424,078        5,449,588
  Proceeds from issuance of convertible debentures                    --             --            347,000
                                                              ------------      ---------      -----------
      Net cash provided by financing activities                 (1,375,096)     2,524,731       30,765,025
                                                              ------------      ---------      -----------
      Net increase (decrease) in cash                           (2,615,277)     1,623,024        4,927,012
Cash and cash equivalents at beginning of period                 7,542,289      8,131,442             --
                                                              ------------      ---------      -----------
Cash and cash equivalents at end of period                    $  4,927,012      9,754,466        4,927,012
                                                              ============      =========      ===========
                                                                                             
Supplemental disclosure of cash flow information -                                           
   interest paid                                              $     20,348         43,540        1,644,921
                                                              ============      =========      ===========
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             $       --             --             77,265
                                                              ============      =========      ===========
   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
                                                              ============      =========      ===========
</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,
1997 and the results of operations for the three month periods ended October 31,
1997 and 1996 and the period from August 24, 1981 (date of inception) to October
31, 1997.  The results of operations for the three months ended October 31, 1997
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

     In August 1997, the Company issued 833 three-year  stock options as payment
for services to be rendered.  The options  vested  thirty days from the issuance
date and have an exercise price of $4.47 per share. The Company recorded general
and  administrative  expense of $1,700 for the quarter  ended  October 31, 1997,
based upon the fair value of such options on the date of issuance.

     In September 1997, the Company issued 15,000  three-year stock options with
an exercise price of $4.15 per share as payment for services to be rendered.  An
equal  portion of these options vest monthly for one year  commencing  September
30,  1997.  The Company  also issued  5,000  three-year  stock  options  with an
exercise  price of $4.15 per share as payment for  services to be  rendered.  Of
these options,  833 vest monthly for five months  commencing  September 30, 1997
and 835 vest on the last day of the sixth month.  The Company  recorded  general
and  administrative  expense of $7,900 for the quarter  ended  October 31, 1997,
based  upon  the fair  value  of the  20,000  stock  options  on the date of the
issuance,  amortized on a  straight-line  basis over the vesting  periods of the
grants.





                                      - 6 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)


2.   CAPITAL STOCK (continued)

     In October 1997, the Company issued 12,000  five-year stock options with an
exercise  price of $3.91 per share as payment for  services to be  rendered.  An
equal portion of these options vest monthly for one year commencing  October 10,
1997. The Company  recorded  research and development  expense of $4,400 for the
quarter ended October 31, 1997, based upon the fair value of such options on the
date of issuance,  amortized on a straight-line basis over the vesting period of
the grant.

     In October 1997, the Company issued 75,000 stock options to a director with
an  exercise  price of $3.66 per share as payment for  services to be  rendered.
These options will vest as follows  provided he is serving  continuously  on the
Company's board of directors at the time of vesting:  10,000 vested immediately;
10,000 after one full calendar year;  10,000  annually for each of the following
three years; and 25,000 on October 31, 2002. The vesting and  exercisability  of
the 25,000 options which vest in October 2002 may be  accelerated  upon the good
faith  determination  of the  Company's  Board of Directors  that a  substantive
collaborative agreement with a major pharmaceutical/biotechnology  company was a
direct  result of the  director's  efforts.  The  Company  recorded  general and
administrative  expense of $20,500 for the quarter ended October 31, 1997, based
upon the fair value of such 75,000 options on the date of issuance, amortized on
a straight-line basis over the vesting period of the grant.

     On  December  2, 1997 the  Company  filed an  amendment  to a  registration
statement  previously  filed on June 16, 1997, and amended on September 9, 1997,
for the offer and sale by  certain  stockholders  of up to  4,123,247  shares of
common stock.  Of these shares (I) an aggregate of 2,837,680  shares were issued
to the private placement  investors in the private placement  transactions which
were completed during the period from March 1994 through June 1996 (the "Earlier
Private  Placements"),  (ii) an  aggregate of 698,251  shares are issuable  upon
exercise of warrants  which were issued to private  placement  investors  in the
Earlier  Private  Placements  and (iii) an  aggregate  of 587,316  shares may be
issued,  or have been issued,  upon exercise of the options which were issued to
the option  holders in certain  other  private  transactions.  As of December 8,
1997, the Securities and Exchange  Commission had not declared this registration
statement effective.




                                      - 7 -

<PAGE>



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

     Information  contained herein contains  "forward-looking  statements" which
can be identified by the use of forward-looking  terminology such as "believes,"
"expects,"  "may," "will," "should," or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy.  No  assurance  can be given  that the future  results  covered by the
forward- looking  statements will be achieved.  The matters set forth in Exhibit
99.1 to the Company's  Annual Report on Form 10-K for the fiscal year ended July
31, 1997,  which is  incorporated  herein by  reference,  constitute  cautionary
statements  identifying  important factors with respect to such  forward-looking
statements,  including certain risks and uncertainties,  that could cause actual
results  to  vary  materially   from  the  future  results   indicated  in  such
forward-looking  statements.  Other factors  could also cause actual  results to
vary  materially  from the future  results  indicated in such  forward-  looking
statements.

Results of Operations

Three month periods ended October 31, 1997 and 1996

     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  significant  revenue has been
derived  therefrom.  The Company  focuses most of its  productive  and financial
resources  on the  development  of ONCONASE and as such has not had any sales in
the three  months  ended  October 31, 1997 and 1996.  Investment  income for the
three  months  ended  October 31, 1997 was $85,000  compared to $112,000 for the
same period last year,  a decrease of $27,000.  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, 1997 was  $1,196,000  compared to $851,000 for the same
period last year,  an increase of $345,000 or 41%.  This  increase was primarily
due to an increase in costs in support of on-going  clinical  trials,  including
the two Phase III clinical trials for pancreatic cancer and the Phase II and III
clinical trials for malignant  mesothelioma  and regulatory costs in preparation
for an NDA for  ONCONASE,  offset  by  decreases  in costs  associated  with the
purchase of raw materials and the manufacture of clinical supplies of ONCONASE.

     General  and  Administrative.  General and  administrative  expense for the
three  months ended  October 31, 1997 was $327,000  compared to $266,000 for the
same  period  last  year,  an  increase  of $61,000 or 23%.  This  increase  was
primarily  due to an increase in legal fees,  public  relations  activities  and
insurance expense.



                                      - 8 -

<PAGE>



     Interest.  Interest expense for the three months ended October 31, 1997 was
$20,000 compared to $32,000 for the same period last year, a decrease of $12,000
or 38%. This  decrease was primarily due to the payment of the entire  principal
amount of the Company's Term Loan on October 3, 1997.

     Net Loss.  The Company has incurred  net losses  during each year since its
inception.  The net  loss  for the  three  months  ended  October  31,  1997 was
$1,458,000  as  compared  to  $1,036,000  for the same  period  last  year.  The
cumulative loss from the date of inception, August 24, 1981 to October 31, 1997,
amounted  to  $46,868,000.  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.

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 three months ended October 31, 1997,  the Company had a net decrease in cash
and cash  equivalents  of $2,615,000,  which resulted  primarily from payment of
bank  debt and  reduction  of  long-term  debt of  $1,375,000,  net cash used in
operating  activities  of  $1,202,000  and purchase of property and equipment of
$38,000.

     The Company's Term Loan agreement with its bank,  (the "Term Loan") matured
on August  31,  1997.  On  October 3, 1997,  the  Company  paid the entire  loan
balance, including accrued interest, in the amount of $1,376,646 out of its cash
resources.  This is the  primary  reason for a  significant  decrease in current
liabilities as of October 31, 1997 compared to July 31, 1997.

     The  Company's  continued  operations  will  depend on its ability to raise
additional  funds  through  several  potential  sources  such as  equity or 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 clinical trials. The Company believes that its
cash and cash equivalents as of October 31, 1997, will be sufficient to meet its
anticipated  cash needs through the fiscal year ending July 31, 1998. 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 upon the
exercise  of  stock  options  and for  services  rendered,  debt  financing  and
financing  provided by the  Company's  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.

     The  Company's  working  capital and capital  requirements  may 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.




                                      - 9 -

<PAGE>



     In February 1997, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No. 128,  "Earnings  Per  Share".  The new
statement  replaces the  calculations  currently  used with "basic  earnings per
share" that  includes  only actual  weighted  shares  outstanding  and  "diluted
earnings per share" that includes the effect of any common stock  equivalents or
other items that dilute earnings per share.  The new rules are effective for the
Company in the quarter ending January 31, 1998 and are retroactively  applied to
the  previous  quarterly  periods.  The adoption of this  statement  will not be
material.


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).

<TABLE>
<CAPTION>
                                                                                       Exhibit No.
                                                                                           or
Exhibit                                                                               Incorporation
  No.                    Item Title                                                    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         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                                                         ****
 </TABLE>



                                     - 10 -

<PAGE>


<TABLE>
<CAPTION>
                                                                                       Exhibit No.
                                                                                           or
Exhibit                                                                               Incorporation
  No.                    Item Title                                                    by Reference
 -----                   ----------                                                    ------------
<S>           <C>                                                                         <C>
 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         1997 Stock Option Plan.                                                      ###
10.18         Separation Agreement with Michael C. Lowe dated as of
              October 9, 1997                                                             #####
 27.1         Financial Data Schedule                                                     #####
 99.1         Factors to Consider in Connection with Forward-Looking                      ####
              Statements
</TABLE>


*    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.

                                     - 11 -

<PAGE>



*****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 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,  1997 and  incorporated  herein by  reference
     thereto.

##### Filed herewith.

(b)  Reports on Form 8-K.

     None.



                                     - 12 -

<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 8, 1997                                  /s/ GAIL E. FRASER
                                           --------------------------------
                                           Gail E. Fraser
                                           Vice President, Finance and
                                           Chief Financial Officer (Principal
                                           Accounting Officer and Principal
                                           Financial Officer)









                                     - 13 -