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


   OCTOBER 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)
                                 (201) 748-8082
                           (Issuer's telephone number)

                                 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 December 9, 1996:    14,565,543

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





<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
                                                        Balance Sheets
                                              October 31, 1996 and July 31, 1996
<TABLE>
<CAPTION>

                                                                                           October 31,
                                                                                               1996                  July 31,
                                                     ASSETS                                (Unaudited)                  1996
                                                     ------                                -----------                  ----
Current assets:
<S>                                                                                 <C>                       <C>                 
         Cash and cash equivalents                                                  $            9,754,466    $          8,131,442
         Loan receivable, related party                                                                 --                 112,250
         Prepaid expenses                                                                          149,401                  63,850
                                                                                               -----------               ---------
                  Total current assets                                                           9,903,867               8,307,542
                                                                                                 ---------              ----------

Property and equipment, net of accumulated depreciation and amortization of
$695,430 at October 31, 1996 and $688,325 at July 31, 1996                                         132,903                 127,930
                                                                                                ----------              ----------

Other assets:
         Deferred debt costs, net                                                                   15,661                  20,362
         Other                                                                                      27,543                  31,877
                                                                                                ----------              ----------
                                                                                                    43,204                  52,239
                                                                                                ----------                 -------

                  Total assets                                                      $           10,079,974    $          8,487,711
                                                                                                ==========              ==========

                                               LIABILITIES AND STOCKHOLDERS' EQUITY
                                               ------------------------------------


Current liabilities:
         Current portion of long-term debt                                          $            1,441,128    $             86,936
         Accounts payable                                                                          376,067                 189,536
         Accrued expenses                                                                           51,768                 162,213
                                                                                                  --------                 -------
                  Total current liabilities                                                      1,868,963                 438,685

Long-term debt, less current portion                                                                20,221               1,398,760
                                                                                                 ---------              ----------
                  Total liabilities                                                              1,889,184               1,837,445
                                                                                                 ---------              ----------


Commitments and contingencies
Stockholders' equity:
         Preferred stock, $.001 par value.
                  Authorized and unissued, 1,000,000 shares at October 31, 1996
                  and July 31, 1996                                                                     --                      --
         Common stock $.001 par value.
                  Authorized  25,000,000  shares at October 31, 1996; Issued and
                  outstanding 14,514,843 shares at October 31, 1996 and
                  13,859,209 shares at July 31, 1996                                                14,515                  13,859
         Capital in excess of par value                                                         49,479,001              47,023,529
         Common stock to be issued.
                  35,000 shares at October 31, 1996 and 89,634 shares at
                  July 31, 1996                                                                    125,000                 258,335
         Subscription receivable, 89,634 shares at July 31, 1996                                        --               (254,185)
         Deficit accumulated during development stage                                         (41,427,726)            (40,391,272)
                                                                                              ------------            ------------
                  Total stockholders' equity                                                     8,190,790               6,650,266
                                                                                                 ---------               ---------

                  Total liabilities and stockholders' equity                        $           10,079,974    $          8,487,711
                                                                                              ============               =========
</TABLE>

See accompanying notes to financial statements.

                                      - 2 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

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

                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                                                August 24, 1981
                                                                                                                 (date of
                                                                         Three Months Ended                     inception)
                                                                             October 31,                             to
                                                                    1996                      1995           October 31, 1996
                                                                   ------                    ------           ----------------

REVENUE:
<S>                                                       <C>                    <C>                     <C>              
         Sales                                            $          --          $            --         $         553,489
         Investment income                                          111,983                  34,430                497,237
         Other income                                                --                       --                    60,103
                                                                  ---------                 -------            -----------
         TOTAL REVENUE                                              111,983                  34,430              1,110,829
                                                                  ---------                 -------            -----------

COSTS AND EXPENSES:
         Cost of sales                                               --                       --                   336,495
         Research and development                                   850,893                 443,724             23,410,283
         General and administrative                                 265,750                 166,370             15,971,532
         Interest:
                  Related parties                                    --                       1,153              1,033,960
                  Others                                             31,794                  30,191              1,786,285
                                                                  ---------                 -------             ----------
       TOTAL COSTS AND EXPENSES                                   1,148,437                 641,438             42,538,555
                                                                 ----------                                     ----------

       NET LOSS                                           $     (1,036,454)      $        (607,008)      $    (41,427,726)
                                                                ===========               =========            ==========

         Loss per common share                            $           (.07)      $            (.05)      $          (6.71)
                                                               ============              ==========          =============

Weighted average number of shares
outstanding                                                      14,320,871              11,331,955              6,172,774
                                                                 ==========             ===========            ===========
</TABLE>



See accompanying notes to financial statements.


                                      - 3 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

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

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                          August 24, 1981
                                                                     Three Months Ended                 (date of inception)
                                                                        October 31,                             to
                                                                       1996             1995             October 31, 1996
                                                                    ----------       -----------         ----------------
Cash flows from operating activities:
<S>                                                           <C>                        <C>               <C>         
  Net Loss                                                    $       (1,036,454)        (607,008)         (41,427,726)
  Adjustments to reconcile net loss to
      net cash used in operating
      activities:
    Gain on sale of marketable securities                                      --               --             (25,963)
    Depreciation and amortization                                          13,245           15,466            1,060,474
    Loss on disposal of property and
      equipment                                                                --               --               18,926
    Noncash operating expenses                                             27,900           15,997            4,915,861
    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) decrease in prepaid expenses                              (85,551)           17,801            (149,401)
    Decrease in other assets                                                4,334            8,905                8,641
    Increase (decrease) in interest payable
       related party                                                           --         (68,800)              744,539
    Increase in accounts payable                                          186,531           42,789              453,332
    Increase in accrued payroll and
       expenses, related parties                                               --           35,148            2,348,145
    Increase (decrease) in accrued expenses                             (110,445)         (50,099)              593,281
                                                                      -----------       ----------            ---------
    Net cash used in operating activities                               (888,190)        (589,801)         (20,013,301)
                                                                      -----------       ----------        -------------
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                                   (13,517)          (1,015)          (1,055,397)
    Patent costs                                                           --                --                (97,841)
                                                                         --------          -------             --------

         Net cash used in investing activities                           (13,517)          (1,015)          (1,127,275)
                                                                         --------          -------          -----------
</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, 1996 and 1995,
                       and the Period from August 24, 1981
                     (Date of Inception) to October 31, 1996

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                   August 24, 1981
                                                                             Three Months Ended                  (date of inception)
                                                                                October 31,                               to
                                                                              1996                1995             October 31, 1996
                                                                             ------              ------            ----------------
Cash flows from financing activities:
<S>                                                                  <C>                  <C>                       <C>    
  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                              (28,547)          (78,662)                 (1,464,106)
  Proceeds from common stock to be issued                                 125,000           108,000                     558,358
  Proceeds from issuance of common stock and warrants, net                     --         2,349,061                  21,668,561
  Proceeds from exercise of stock options, net                          2,424,078            25,000                   4,519,478
  Proceeds from issuance of convertible debentures                             --                --                     347,000
                                                                       ----------       -----------                  ----------
         Net cash provided by financing activities                      2,524,731         2,403,399                  30,895,042
                                                                       ----------         ---------                  ----------
         Net increase in cash                                           1,623,024         1,812,583                   9,754,466
Cash and cash equivalents at beginning of period                        8,131,442         1,398,027                      --
                                                                        ---------       -----------                   ---------
Cash and cash equivalents at end of period                           $  9,754,466         3,210,610                   9,754,466
                                                                        =========         =========                   =========

Supplemental disclosure of cash flow information -
   interest paid                                                     $     43,540            30,844                   1,533,268
                                                                        =========         =========                   =========
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,
1996 and the results of operations  for the three month period ended October 31,
1996 and 1995 and the period from August 24, 1981 (date of inception) to October
31, 1996.  The results of operations for the three months ended October 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.

         Certain  reclassifications to the prior year financial information were
made to conform with the October 31, 1996 presentation.


2.       CAPITAL STOCK
         -------------

         In August 1996,  a total of 387,300  stock  options  were  exercised by
related  parties  resulting in net proceeds of  approximately  $1,499,000 to the
Company. Of these shares, 10,000 were issued subsequent to October 31, 1996. The
exercise price of the options was $3.87 per share.

         In August 1996, the Company issued 10,000 stock options exercisable for
five years as payment for services  rendered.  An equal portion of these options
vest monthly for one year  commencing  September 1, 1996.  The Company  recorded
general and  administrative  expense of $27,900  which was the fair value on the
date of issuance.

         In September 1996, 213,700 stock options were exercised by both related
and unrelated parties resulting in net proceeds of approximately $830,000 to the
Company. Of these shares, 25,000 were issued subsequent to October 31, 1996. The
exercise prices of the options ranged from $3.87 to $4.00 per share.

                                      - 6 -

<PAGE>


                              ALFACELL CORPORATION
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, continued

                                   (Unaudited)


2.       CAPITAL STOCK (continued)
         -------------------------

         On September 13, 1996, the Securities and Exchange  Commission declared
effective  a   registration   statement  for  the  offer  and  sale  by  certain
stockholders  of up to  2,042,506  shares of common  stock.  Of these shares (i)
1,722,646  were  issued in several  private  placement  transactions  during the
period October 1995 through April 1996 and in the private placement completed in
June 1996 (the "June 1996 Private  Placement"),  (ii) 313,800 are issuable  upon
exercise of the warrants  which were issued in the June 1996 Private  Placement,
and (iii) 6,060 were issued to one of the  Company's  raw material  suppliers in
connection with a supply agreement.

         Also on September  13, 1996,  the  Securities  and Exchange  Commission
declared  effective  another  registration  statement  for the offer and sale by
certain  stockholders of up to 3,767,787  shares of common stock of the Company.
Of these shares (i) an aggregate of 1,951,020  shares were issued to the private
placement  investors in the private placement  transactions which were completed
during the period from March 1994 through  September 1995 (the "Earlier  Private
Placements"),  (ii) an aggregate of 1,184,451  shares are issuable upon exercise
of the  warrants  which were issued to the private  placement  investors  in the
Earlier Private Placements,  (iii) an aggregate of 622,316 shares may be issued,
or have been issued,  upon  exercise of options  which were issued to the option
holders in certain other private  transactions  and (iv) up to 10,000 shares may
be issued to the  Company's  bank upon  exercise of the bank  warrant  issued in
connection  with an amendment to the Company's term loan agreement with its bank
(the "Term Loan").



                                      - 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-KSB for the fiscal year ended
July 31, 1996, 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, 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  significant  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  three  months  ended  October  31,  1996  and  1995.
Investment  income for the three  months  ended  October 31, 1996  increased  to
$112,000,  compared  to $34,000 for the same period last year due to an increase
in the amount of funds invested.

         Research  and  Development.  Research and  development  expense for the
three  months ended  October 31, 1996 was $851,000  compared to $444,000 for the
same period  last year,  an increase  of  $407,000  or 92%.  This  increase  was
primarily  due to an  increase  in costs  associated  with the  purchase  of raw
materials for anticipated future production of ONCONASE,  manufacturing clinical
supplies of ONCONASE and costs in support of on-going clinical trials, including
the Phase III clinical  trials for  pancreatic  cancer and the Phase II clinical
trial for malignant mesothelioma.

         General and Administrative.  General and administrative expense for the
three  months ended  October 31, 1996 was $266,000  compared to $166,000 for the
same period  last year,  an increase  of  $100,000  or 60%.  This  increase  was
primarily due to the hiring of additional administrative personnel including the
Company's  new  president  in August 1996 and an  increase  in public  relations
expenses.

                                      - 8 -

<PAGE>

         Interest.  Interest expense for the three months ended October 31, 1996
was $32,000  compared  to $31,000 for the same period last year,  an increase of
$1,000 or 3%. This  increase  was  primarily  due to an increase in the interest
rate  applicable  to the Company's  Term Loan which was amended  effective as of
October 1, 1995.

         Net Loss.  The Company has incurred  net losses  during each year since
its  inception.  The net loss for the three  months  ended  October 31, 1996 was
$1,036,000 as compared to $607,000 for the same period last year. The cumulative
loss from the date of  inception,  August 24, 1981, to October 31, 1996 amounted
to  $41,428,000.  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, 1996,  the Company had a net increase in cash
and cash  equivalents  of  $1,623,000,  which resulted from net cash provided by
financing activities of $2,525,000,  primarily from the issuance of common stock
upon the exercise of stock options in August and September  1996,  offset by the
purchase of property  and  equipment  of $14,000 and net cash used in  operating
activities of $888,000.

     The Company's Term Loan agreement with its bank matures on August 31, 1997.
The entire principal amount  outstanding on the Term Loan as of October 31, 1996
was  reflected  as a  current  liability.  This  is  the  primary  reason  for a
significant  increase in current  liabilities as of October 31, 1996 compared to
July 31, 1996 and a  significant  decrease in  long-term  debt as of October 31,
1996 compared to July 31, 1996. 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 Term Loan,  use its current cash  resources  or raise  sufficient
equity to pay off the unpaid  balance.  However,  there can be no assurance that
the Company will have sufficient cash resources  available at that time, that it
will be able to raise sufficient  equity or that it will be able to successfully
conclude a refinancing.

         The Company's continued  operations will depend on its ability to raise
additional   funds   through  a  combination   of  equity  or  debt   financing,
collaborative  agreements,  strategic alliances and revenues from the commercial
sale  of  ONCONASE.   The  Company  is  in  discussion  with  several  potential
collaborative  partners  for further  developments  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, 1996 will be sufficient to meet its
anticipated  cash  needs  for  approximately  the next  two  years.  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
services rendered, debt financing

                                      - 9 -

<PAGE>

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.

         Pursuant  to the terms of the Term Loan  agreement  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 Chief Executive Officer 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 the Company's  Chief  Executive  Officer,  as pledgor,  to the bank,
below 1:1.

         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.


Item 5.  OTHER INFORMATION
--------------------------

         On December 5, 1996, the Company's  Common Stock  commenced  trading on
the NASDAQ Smallcap Market Securities System under the symbol "ACEL."

                                     - 10 -

<PAGE>

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits (numbered in accordance with Item 601 of Regulation S-B).
<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, 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 various 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                                                            *****

</TABLE>
                                     - 11 -

<PAGE>
<TABLE>
<CAPTION>
      
       10.13      Debt Conversion Agreement dated March 30, 1994 with
<S>    <C>                                                                            <C>  
                  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      Amendment No. 1 dated June 20, 1994 to Option Agreement
                  dated March 30, 1994 with Kuslima Shogen                             ****
       10.19      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                                ****
       10.20      Second Pledge Agreement dated June 17, 1994 by and among
                  the Company, Kuslima Shogen and First Fidelity Bank, N.A.,
                  New Jersey                                                           ****
       10.21      Form of Amendment No. 1 dated June 20, 1994 to Option
                  Agreement dated March 30, 1994 with Kuslima Shogen                   *****
       10.22      Form of Amendment No. 1 dated June 20, 1994 to Option
                  Agreement dated March 30, 1994 with Stanislaw Mikulski               *****
       10.23      Form of Stock and Warrant Purchase Agreement and Warrant
                  Agreement used in Private Placement completed on September
                  13, 1994                                                               +
       10.24      Form of Subscription Agreements and Warrant Agreement
                  used in Private Placements closed in October 1994 and
                  September 1995.                                                        +
       10.25      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                       ~
       10.26      Amended and Restated Term Note dated as of October 1, 1995
                  issued by the Company to First Fidelity Bank, N.A. New
                  Jersey                                                                 ~
       10.27      Warrant dated as of October 1, 1995 issued by the Company
                  to First Fidelity Bank, N.A. New Jersey                                ~
        27.1      Financial Data Schedule                                               ###
        99.1      Factors to Consider in Connection with Forward-Looking
                  Statements                                                            +++

                                     - 12 -
</TABLE>

<PAGE>


*    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
     for the year  ended  July 31,  1996 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.

#    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.

###  Filed herewith.

(b)  Reports on Form 8-K.

             None.

                                     - 13 -

<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 16, 1996                                            /s/ GAIL E. FRASER
Date                                                             Gail E. Fraser
                                                     Vice President, Finance and
                                              Chief Financial Officer (Principal
                                                Accounting Officer and Principal
                                                              Financial Officer)

                                     - 14 -