<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
Filed pursuant to Section 16(a) of the
Securities Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f)
of the Investment Company Act of 1940
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<CAPTION>
1. Name and Address of Reporting Person 2. Date of Event 4. Issuer Name and Ticker or Trading Symbol
Re-quiring
LOWE MICHAEL C. Statement
(Month/Day/Year) ALFACELL CORPORATION (ACEL)
8/1/96
<S> <C> <C> <C>
(Last) (First) 3. IRS or Social 5. Relationship of Reporting Person to Issuer 6. If Amendment, Date of
(Middle) Security Number (Check all applicable) Original
of Reporting (Month/Day/Year)
C/O ALFACELL CORP. Person _______ Director
225 BELLEVILLE AVENUE (Voluntary) _________ 10% Owner
(Street)
___X___ Officer (give
_________ Other (specify
title below)
below)
PRESIDENT
BLOOMFIELD, NJ 07003
(City) (State) (Zip)
TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
(Instr. 4) Securities Form: Direct Beneficial Ownership
Beneficially (D) or Indirect (Instr. 5)
Owned (I) (Inst. 5)
(Instr. 4)
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
(Print or type responses)
SEC 1473 (8-92)
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FORM 3 (CONTINUED)
TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G.,
puts, calls, warrants, options, convertible securities)
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<CAPTION>
1. Title of Derivative Security 2. Date 3. Title and Amount of 4. 5. 6. Nature of
(Instr. 4) Exer- Securities Underlying Conver- Owner- Indirect
cisable Derivative Security sion ship Beneficial
and (Instr. 4) or Form Ownership
Expiration Exercise of (Instr. 5)
Date Price Deri-
(Month/Day/Year) of vative
Deri-
vative Security:
Security (D) or
Indirect
(I)
(Instr.
5)
<S> <C> <C> <C> <C> <C> <C> <C>
Date Expira- Title Amount
Exer- tion or
cisable Date Number
of
Shares
STOCK OPTION *
(RIGHT TO BUY) 8/1/96 7/31/01 Common Stock 100,000 $4.70 D
Stock Option* 8/1/97 7/31/02 COMMON STOCK 75,000 $4.70 D
(right to buy)
STOCK OPTION* 8/1/98 7/31/03 COMMON STOCK 75,000 $4.70 D
(RIGHT TO BUY)
STOCK OPTION* 8/1/99 7/31/04 COMMON STOCK 75,000 $4.70 D
(RIGHT TO BUY)
STOCK OPTION* 8/1/00 7/31/05 Common Stock 75,000 $4.70 D
(RIGHT TO BUY)
STOCK OPTION* ** 7/31/06 Common Stock 250,000 $4.70 D
(RIGHT TO BUY)
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Explanation of Responses:
* Granted under the Company's 1993 Stock Option Plan, as amended, a Rule
16b-3 qualified Plan.
** At such time as the Company receives marketing approval from the Food
and Drug Administration for the Company's Product, ONCONASE.
/s/ MICHAEL C. LOWE 8/8/96
**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient,
Page 2
SEE Instruction 6 for procedure.
SEC 1473 (8-92)