ALFACELL CORP
10KSB/A, 1995-10-17
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                                                 October 17, 1995

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Filing Desk

     Re:  Alfacell Corporation
          10KSB/A AMENDMENT TO 1995 ANNUAL REPORT ON FORM 10KSB

Dear Sir or Madam:

          On  behalf  of  Alfacell Corporation, a Delaware corporation (the
"Company"), we hereby submit  electronically  the  10KSB/A Amendment to the
Company's Annual Report on Form 10KSB, filed with the Commission on October
11, 1995.

          This  10KSB/A  is  being  filed  to  include  Exhibit  27.0,  the
Financial Data Schedule, which was inadvertently omitted  from the original
10KSB filing.

          Manually executed signature pages have been executed prior to the
time of this electronic filing and will be retained by the Company for five
years.

          Please contact the undersigned at (212) 418-0636 at your earliest
convenience with any questions you may have.

                                   Very truly yours,

                                  
                                   /s/Kevin T. Collins
                                   Kevin T. Collins




<PAGE>

                                      SIGNATURES


      Pursuant  to  the requirements of Section 13 or 15(d) 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


                                                       /s/ Gail E. Fraser
                                                  By:  Gail E. Fraser
                                                       Vice President, Finance
                                                       and Chief Financial
                                                       Officer (Principal 
                                                       Financial Officer 
                                                       and Director and 
                                                       Principal Accounting
                                                       Officer) 

Dated: October 17, 1995
 






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Alfacell
Corporation Consolidated Balance Sheet as of July 31, 1995 and the Consolidated
Statement of Operations for the year ended July 31, 1995 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUL-31-1995
<PERIOD-END>                               JUL-31-1995
<CASH>                                         648,027
<SECURITIES>                                   750,000
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,436,634
<PP&E>                                         770,562
<DEPRECIATION>                                 666,261
<TOTAL-ASSETS>                               1,616,170
<CURRENT-LIABILITIES>                        2,441,607
<BONDS>                                              0
<COMMON>                                        10,319
                                0
                                          0
<OTHER-SE>                                   (832,566)
<TOTAL-LIABILITY-AND-EQUITY>                 1,616,170
<SALES>                                              0
<TOTAL-REVENUES>                                20,992
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             1,869,958
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             144,157
<INCOME-PRETAX>                            (1,993,123)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,993,123)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,993,123)
<EPS-PRIMARY>                                    (.21)
<EPS-DILUTED>                                        0
        

</TABLE>


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