<PAGE>
FILE NO. 33-63341
FILED PURSUANT TO RULE 424(B)(3)
ALFACELL CORPORATION
SUPPLEMENT NO. 1
TO PROSPECTUS DATED DECEMBER 11, 1995
RELATING TO 2,071,561 SHARES OF COMMON STOCK, $.01 PAR VALUE
The list of selling stockholders commencing on page 43 of the
Prospectus is hereby amended to reflect that as of November 10, 1995,
45,000 shares of Common Stock indicated as beneficially owned and offered
by Connor, Clark & Co. should have been reflected as beneficially owned and
offered by Montowr & Company. The information with respect to each of
Connor, Clark & Co. and Montowr & Company as of November 10, 1995 reads in
its entirety as follows:
<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING SHARES TO
BE OWNED BENEFICIALLY
NUMBER OF SHARES TO BE AFTER COMPLETION OF
OWNED BENEFICIALLY Offering
AFTER COMPLETION OF
NUMBER OF SHARES NUMBER OF SHARES Offering
BENEFICIALLY OWNED Offered
Selling Stockholders
<S> <C> <C> <C> <C>
Connor, Clark & Co. 70,000 70,000 0 *
Montowr & Company 45,000 45,000 0 *
</TABLE>
All initially capitalized terms used herein shall have the same
meaning as specified in the Prospectus.
THE DATE OF THIS SUPPLEMENT IS JUNE 25, 1996
