ALFACELL CORP
10QSB, 1995-12-14
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                           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, 1995                                  0-11088
For the quarterly period ended             Commission file number

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



           DELAWARE                               22-2369085


(State or other jurisdiction of                   (IRS Employer 
incorporation or organization)                    Identification No.)


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

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




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


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

Common shares outstanding as of December 11, 1995:    11,610,063



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

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS

                               Balance Sheets
                     October 31, 1995 and July 31, 1995


                              ASSETS                                October 31,
                                                                        1995                      July 31,
                                                                    (UNAUDITED)                     1995
<S>                                                    <C>       <C>               <C>        <C>
Current assets:
     Cash                                              $                1,360,610          $          648,027
     Marketable securities                                              1,850,000                     750,000
     Prepaid expenses                                                      20,806                      38,607
          Total current assets                                          3,231,416                   1,436,634
Property and equipment, net of accumulated                                100,350   104,301
depreciation and amortization of $671,227 at October
31, 1995 and $666,261 at July 31, 1995

Other assets:
     Deferred debt costs, net                                              21,000                      31,500
     Other                                                                 34,830                      43,735
                                                                           55,830                      75,235
          Total assets                                 $                3,387,596          $        1,616,170
                               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
     Current portion of long-term debt                 $                   95,430          $        1,602,974
     Loans and interest payable, related party                             69,838                     138,638
     Accounts payable                                                     226,011                     183,222
     Accrued payroll and expenses, related parties                        450,144                     414,996
     Accrued expenses                                                      51,678                     101,777
          Total current liabilities                                       893,101                   2,441,607
Long-term debt, less current portion                                    1,436,011                       7,129
          Total liabilities                                             2,329,112                   2,448,736
Commitments and contingencies
Stockholders' equity (deficiency):
     Preferred stock, $.001 par value.                                   -                            -
          Authorized and unissued, 1,000,000 shares at
October 31, 1995 and July 31, 1995
     Common stock $.001 par value.                                         11,580                      10,319
          Authorized 25,000,000 shares at October 31,
          1995;
          Issued and outstanding 11,579,863 shares at
October 31, 1995 and 10,319,187 shares at July 31,
1995
     Capital in excess of par value                                    38,995,032                  36,262,427
     Common stock to be issued.                                           108,000                     343,808
          30,000 shares at October 31, 1995 and
          139,080 shares at
          July 31, 1995
     Deficit accumulated during development stage
                                                                      (38,056,128)                (37,449,120)
          Total stockholders' equity (deficiency)                       1,058,484                    (832,566)
          Total liabilities and stockholders' equity   $                3,387,596          $1,616,170
(deficiency)
See accompanying notes to financial statements.STATEMENTS OF OPERATIONS

                Three months ended October 31, 1995 and 1994,
                     and the Period from August 24, 1981
                   (Date of Inception) to October 31, 1995

                                 (Unaudited)


                                                           THREE MONTHS ENDED      AUGUST 24,
                                                              OCTOBER 31,             1981
                                                                                    (DATE OF
                                                                                   INCEPTION)
                                                                                       TO
                                                         1995       1994               OCTOBERREVENUE:
                                                                                   31, 1995
                                                                                                   Sales
                                                     $        -                 -    553,489       Investment
                                                                                              income
                                                         34,430             3,380    235,434       Other
                                                                                              income
                                                              -                 -                  TOTAL
                                                                                      60,103  REVENUE
                                                         34,430             3,380
                                                                                     849,026
                                                                                              COSTS AND
                                                                                              EXPENSES:
                                                                                                   Cost of
                                                                                              sales
                                                              -                 -    336,495       Research
                                                                                              and development
                                                        443,724           326,572 20,814,224       General and
                                                                                              administrative
                                                        166,370           160,085 15,065,190       Interest:
                                                                                                        Related
                                                                                              parties
                                                          1,153             3,969  1,033,312            Others
                                                         30,191            33,691  1,655,933         TOTAL
                                                                                              COSTS AND
                                                                                              EXPENSES
                                                        641,438           524,317 38,905,154
                                                                                                     NET LOSS
                                                     $ (607,008)         (520,937)(38,056,128)
                                                                                                   Loss per
                                                                                              common share
                                                     $                       (.06)
                                                           (.05)                       (6.84)
                                                                                              Weighted average
                                                                                              number of shares
                                                                                              outstanding

                                                                        9,300,526
                                                     11,331,955                    5,563,193


                                                       See accompanying notes to financial statements.
</TABLE>



<PAGE>

                       ALFACELL CORPORATION
                   (A Development Stage Company)

                          STATEMENTS OF CASH FLOWS

                Three months ended October 31, 1995 and 1994,
                     and the Period from August 24, 1981
                   (Date of Inception) to October 31, 1995

                                 (Unaudited)
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED           AUGUST 24, 1981
                                                            OCTOBER 31,             (DATE OF INCEPTION)
                                                                                            TO
<S>                                    <C>        <C>             <C>              <C>
                                                    1995            1994          OCTOBER 31, 1995
Cash flows from operating activities:
  Net Loss                                      $    (607,008)        (520,937)             (38,056,128)
  Adjustments to reconcile net loss to
      net cash used in operating
      activities:
    Gain on sale of marketable                                 -                -               (25,963)
securities
    Depreciation and amortization                         15,466           16,628               993,459
    Loss on disposal of property and
      equipment                                                -                -                18,926
    Noncash operating expenses                            15,997                -             4,787,009
    Amortization of deferred                                   -           58,50011,442,000
compensation
    Amortization of organization costs                         -                -                 4,590
Changes in assets and liabilities:
    (Increase) decrease in prepaid                        17,801           35,455               (20,806)
expenses
    (Increase) decrease in other                           8,905          (31,606)         37,388
assets
    Increase (decrease) in interest
payable                                                  (68,800)           3,969814,377
       related party
    Increase (decrease) in accounts                       42,789         (112,420)       303,275
payable
    Increase in accrued payroll and
       expenses, related parties                          35,148           51,734             2,798,289
    Increase (decrease) in accrued                       (50,099)           6,664       593,191
expenses
    Net cash used in operating                          (589,801)        (492,013)          (16,310,393)
activities
Cash flows from investing activities:
    Purchase of marketable equity                     (1,100,000)               -            (2,140,420)
securities
    Proceeds from sale of marketable
equity                                                         -           51,029316,383
       securities
    Purchase of property and equipment                    (1,015)               -              (997,202)
    Patent costs                                            -                -                  (97,841)
     Net cash provided by (used in)
investing activities                                  (1,101,015)          51,209            (2,919,080)
</TABLE>
See accompanying notes to financial statements.                 (continued)

                     STATEMENTS OF CASH FLOWS, Continued

                Three months ended October 31, 1995 and 1994,
                     and the Period from August 24, 1981
                   (Date of Inception) to October 31, 1995

                                 (Unaudited)
<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED           AUGUST 24, 1981
                                                                 OCTOBER 31,             (DATE OF INCEPTION)
                                                                                                 TO
<S>                                        <C>         <C>             <C>              <C>
                                                         1995            1994          OCTOBER 31, 1995
Cash flows from financing activities:
  Proceeds from short-term borrowings                $              -                -               849,500
  Payment of short-term borrowings                                  -                -              (623,500)
  Increase in loans payable - related                               -                -   2,628,868
party, net
  Proceeds from bank debt and other long-
   term debt, net of deferred debt costs                            -                -             2,377,143
  Reduction of bank debt and long-term                        (78,662)         (20,252)           (1,360,274)
debt
  Proceeds from common stock to be issued                     108,000          100,000               497,008
  Proceeds from issuance of common stock,                   2,349,061          492,718         15,437,138
net
  Proceeds from exercise of stock options                      25,000                -               437,200
  Proceeds from issuance of convertible                         -                -         347,000
debentures
     Net cash provided by financing                         2,403,399          572,466  20,590,083
activities
     Net increase in cash                                     712,583          131,662             1,360,610
Cash at beginning of period                                   648,027          202,654                 -
Cash at end of period                                $      1,360,610          334,316             1,360,610
Supplemental disclosure of cash flow
information -                                        $         30,844           33,7901,390,348
   interest paid
Noncash financing activities:
   Issuance of convertible subordinated
     debenture for loan payable to officer           $          -                 -                2,725,000
   Issuance of common stock upon the
conversion of                                        $          -                -    2,945,000
     convertible subordinated debentures,
related party
   Conversion of short-term borrowings to            $          -               44,000   226,000
common stock
   Conversion of accrued interest, payroll
and expenses by                                      $          -                -    3,194,969
     related parties to stock options
   Repurchase of stock options from                  $          -                -                  (198,417)
related party
   Conversion of accrued interest to stock           $          -                -            142,441
options
   Conversion of accounts payable to                 $          -               77,265    77,265
common stock
   Conversion of notes payable, bank and
      accrued interest to long-term debt             $          -                -                 1,699,072
   Conversion of loans and interest
payable,
      related party and accrued payroll
and                                                  $          -                -    1,863,514
      expenses, related parties to long-
term
      accrued payroll and other, related
party
   Issuance of common stock upon the
conversion of                                        $          -                -      127,000
      convertible subordinated debentures,
other

See accompanying notes to financial statements.
</TABLE>



<PAGE>

                       ALFACELL CORPORATION
                   (A Development Stage Company)


                   NOTES TO FINANCIAL STATEMENTS

                            (Unaudited)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     In  the  opinion  of  management, the accompanying unaudited financial
statements  contain  all  adjustments   (consisting   of  normal  recurring
accruals) necessary to present fairly the Company's financial  position  as
of  October  31,  1995  and  the  results of operations for the three month
period ended October 31, 1995 and 1994  and the period from August 24, 1981
(date of inception) to October 31, 1995.  The results of operations for the
three months ended October 31, 1995 are not  necessarily  indicative of the
results to be expected for the full year.

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


2.   CAPITAL STOCK

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

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

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




<PAGE>

                       ALFACELL CORPORATION
                   (A Development Stage Company)


2.   CAPITAL STOCK (CONTINUED)

     In October 1995, a private placement of 30,000 shares of  common stock
at $3.60 per share was made to a single investor for a total of $108,000.

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

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

3.   SUBSEQUENT EVENT

     In November 1995, the Company's  term loan agreement with its bank was
amended effective as of October 1, 1995  and requires payment of the entire
unpaid balance of the term loan on August  31,  1997.  It is estimated that
the outstanding balance on that date will be $1,369,000.   As consideration
for the extension, the Company granted the bank 10,000 warrants that expire
on August 31, 1997 and have a per share exercise price of $4.19.   The fair
value  of  the warrants will be recorded as deferred debt cost and will  be
amortized over the remaining life of the loan.







<PAGE>

                       ALFACELL CORPORATION
                   (A Development Stage Company)


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


RESULTS OF OPERATIONS

THREE MONTH PERIODS ENDED OCTOBER 31, 1995 AND 1994

     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, 1995 and 1994.   Investment  income  for the three
months ended October 31, 1995 increased to $34,000 compared to  $3,000  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, 1995 was $444,000 compared to $327,000  for
the same  period  last year, an increase of $117,000 or 36%.  This increase
was primarily due to  an  increase  in costs associated with research being
performed by the National Cancer Institute and expenses for the preparation
of  the  Phase  III  clinical  trial,  including   costs   associated  with
manufacturing clinical supplies of ONCONASE, which were partially offset by
a decrease in collection and analysis of clinical trial data.

     GENERAL  AND ADMINISTRATIVE.  General and administrative  expense  for
the three months  ended  October 31, 1995 was $166,000 compared to $160,000
for the same period last year,  an increase of $6,000 or 4%.  This increase
was  primarily  due to an increase  over  the  same  period  last  year  in
accounting fees offset  by a decrease in amortization of expense related to
stock awards made in prior years.

     INTEREST.  Interest  expense  for  the  three months ended October 31,
1995  was  $31,000 compared to $38,000 for the same  period  last  year,  a
decrease of  $7,000  or 18%.  This decrease was primarily due to a decrease
in interest payable-related  party  and interest on the Company's term loan
over the prior year.



<PAGE>

                       ALFACELL CORPORATION
                   (A Development Stage Company)


     NET LOSS.  The Company has incurred  net losses during each year since
its inception.  The net loss for the three  months  ended  October 31, 1995
was  $607,000 as compared to $521,000 for the same period last  year.   The
cumulative loss from the date of inception, August 24, 1981, to October 31,
1995 amounted  to  $38,056,000.   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,  1995,  the Company had a net
increase  in  cash  of  $713,000.   This  increase resulted from  net  cash
provided by financing activities of $2,403,000,  which  resulted  primarily
from  a  private  placement  of  common  stock  and  common  stock warrants
completed in September 1995 offset by net cash used in operating activities
of  $590,000  and  net  cash  used  in  investing  activities of $1,100,000
principally due to the purchase of marketable securities.

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

     The Company's continued operations will depend on its ability to raise
additional  funds  through  a  combination  of  equity  or  debt financing,
collaborative  agreements,  strategic  alliances  and  revenues  from   the
commercial  sale  of  ONCONASE.   To  date,  the  Company  has  had several
preliminary  discussions  regarding potential collaborative agreements  and
strategic alliances, 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 commencement of Phase
III clinical trials.   The Company believes that its current resources will
be sufficient to meet its  anticipated  cash  needs until August, 1996.  To
date, a significant portion of the Company's financing has been provided by
its President and Chief Executive Officer and through private placements of
common stock, the issuance of common stock for  services  rendered and debt
financing.  The Company's long-term liquidity will depend on its ability to
raise  substantial additional funds.  There can be no assurance  that  such
funds will be available to the Company on acceptable terms, if at all.

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

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

     In October 1995, a private placement of 30,000 shares of  common stock
at $3.60 per share was made to a single investor for a total of $108,000.


     In November 1995, the Company's term loan agreement with its  bank was
amended effective as of October 1, 1995 and requires payment of the  entire
unpaid  balance  of the term loan on August 31, 1997.  It is estimated that
the outstanding balance  on that date will be $1,369,000.  As consideration
for the extension, the Company granted the bank 10,000 warrants that expire
on August 31, 1997 and have  a per share exercise price of $4.19.  The fair
value of the warrants will be  recorded  as  deferred debt cost and will be
amortized over the remaining life of the loan.

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

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



<PAGE>

                       ALFACELL CORPORATION
                   (A Development Stage Company)


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
                                                                       Incorporation
      Exhibit                                                          BY REFERENCE
        NO.         ITEM TITLE
<S>                 <C>                                                <C>
            3.1     Certificate of Incorporation                                         *
            3.2     By-Laws                                                              *
            3.3     Amendment to Certificate of Incorporation                          +++
            4.1     Form of Convertible Debenture                                       **
           10.1     Employment Agreement dated as of July 1, 1994 with                  ++
                    Kuslima Shogen
           10.2     Lease, as amended - 225 Belleville Avenue,                          **
                    Bloomfield, New Jersey
           10.3     Amendment to amended Lease - 225 Belleville                        +++
                    Avenue, Bloomfield, New Jersey
           10.4     Term Loan Agreement dated as of May 31, 1993 by                     **
                    and between the Company and First Fidelity Bank,
                    N.A., New Jersey
           10.5     Term Note dated as of May 31, 1993 issued by the                    **
                    Company to First Fidelity Bank, N.A., New Jersey
           10.6     Patent Security Agreement dated as of May 31, 1993                  **
                    by and between the Company and First Fidelity
                    Bank, N.A., New Jersey
           10.7     Security Agreement dated as of May 31, 1993 by and                  **
                    between the Company and First Fidelity Bank, N.A.,
                    New Jersey
           10.8     Subordination Agreement dated as of May 31, 1993                    **
                    by and among the Company, Kuslima Shogen, and
                    First Fidelity Bank, N.A., New Jersey
           10.9     Amendment to Subordination Agreement dated as of                   +++
                    May 31, 1993 by and among the Company, Kuslima
                    Shogen, and First Fidelity Bank, N.A., New Jersey
                    dated June 30, 1995
          10.10     Form of Stock Purchase Agreement and Certificate                   ***
                    used in connection with private placements
          10.11     Form of Stock and Warrant Purchase Agreement and                   ***
                    Warrant Agreement used in Private Placement
                    completed on March 21, 1994
          10.12     The Company's 1993 Stock Option Plan and Form of                 *****
                    Option Agreement
          10.13     Debt Conversion Agreement dated March 30, 1994                    ****
                    with Kuslima Shogen
          10.14     Accrued Salary Conversion Agreement dated March                   ****
                    30, 1994 with Kuslima Shogen
          10.15     Accrued Salary Conversion Agreement dated March                   ****
                    30, 1994 with Stanislaw Mikulski
          10.16     Debt Conversion Agreement dated March 30, 1994                    ****
                    with John Schierloh
          10.17     Option Agreement dated March 30, 1994 with Kuslima                ****
                    Shogen
          10.18     Option Agreement dated March 30, 1994 with Kuslima                ****
                    Shogen
          10.19     Amendment No. 1 dated June 20, 1994 to Option                     ****
                    Agreement dated March 30, 1994 with Kuslima Shogen
          10.20     Amendment No. 1 dated June 17, 1994 to Term Loan                  ****
                    Agreement dated May 31, 1993 between Kuslima
                    Shogen and First Fidelity Bank, N.A., New Jersey
          10.21     Second Pledge Agreement dated June 17, 1994 by and                ****
                    among the Company, Kuslima Shogen and First
                    Fidelity Bank, N.A., New Jersey
          10.22     Form of Amendment No. 1 dated June 20, 1994 to                   *****
                    Option Agreement dated March 30, 1994 with Kuslima
                    Shogen
          10.23     Form of Amendment No. 1 dated June 20, 1994 to                   *****
                    Option Agreement dated March 30, 1994 with
                    Stanislaw Mikulski
          10.24     Form of Stock and Warrant Purchase Agreement and                     +
                    Warrant Agreement used in Private Placement
                    completed on September 13, 1994
          10.25     Employment Agreement dated as of July 15, 1994                      ++
                    with Gail E. Fraser
          10.26     Form of Subscription Agreements and Warrant                        +++
                    Agreement used in private placements closed
                    between October 1994 and September 1995.
          10.27     Amendment No. 1 dated as of October 1, 1995 to                       #
                    Term Loan Agreement dated as of May 31, 1993 by
                    and between the Company and First Fidelity Bank,
                    N.A. New Jersey
          10.28     Amended and Restated Term Note dated as of October                   #
                    1, 1995 issued by the Company to First Fidelity
                    Bank, N.A. New Jersey
          10.29     Warrant dated as of October 1, 1995 issued by the                    #
                    Company to First Fidelity Bank, N.A. New Jersey
</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.

      *****Previously  filed  as  exhibits  to  the  Company's Registration
      Statement on 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 an exhibit 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. 33-63341) and incorporated herein by reference
      thereto.


     (b)  Reports on Form 8-k.

          None.



<PAGE>




                            SIGNATURES


     Pursuant to the  requirements  of the Securities Exchange Act of 1934,
the registrant has duly caused this report  to  be  signed on its behalf by
the undersigned thereunto duly authorized.



                                           ALFACELL CORPORATION
                                                 (Registrant)



                                               /S/GAIL       E.      FRASER

                                         Gail E. Fraser
                                         Vice President, Finance and
                                         Chief Financial Officer





DECEMBER 14, 1995
Date





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Alfacell Corporation Consolidated Condensed Balance Sheet as of October 31, 1995
and the Consolidated Condensed Statement of Operations for the three months
ended October 31, 1995 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUL-31-1996
<PERIOD-END>                               OCT-31-1995
<CASH>                                       1,360,610
<SECURITIES>                                 1,850,000
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,231,416
<PP&E>                                         771,577
<DEPRECIATION>                                 671,227
<TOTAL-ASSETS>                               3,387,596
<CURRENT-LIABILITIES>                          893,101
<BONDS>                                              0
<COMMON>                                        11,580
                                0
                                          0
<OTHER-SE>                                  38,995,032
<TOTAL-LIABILITY-AND-EQUITY>                 3,387,596
<SALES>                                              0
<TOTAL-REVENUES>                                34,430
<CGS>                                                0
<TOTAL-COSTS>                                  610,094
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              31,344
<INCOME-PRETAX>                              (607,008)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (607,008)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (607,008)
<EPS-PRIMARY>                                    (.05)
<EPS-DILUTED>                                    (.05)
        

</TABLE>


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