<PAGE>
FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
<square>Check this box if no longer
subject to Section 16. Form 4 Filed pursuant to Section 16(a) of the
or Form 5 obligations Securities Act of 1934, Section 17(a) of the
may continue. SEE Public Utility Holding Company Act of 1935 or
Instruction 1(b). Section 30(f) of the Investment Company Act of 1940
<TABLE>
<CAPTION>
1. Name and Address of Reporting Person 2. Issuer Name and Ticker or Trading Symbol 6. Relationship of Reporting Person
to Issuer
SIEGEL, ALLEN ALFACELL CORPORATION (ACEL) (Check all applicable)
X Director______ 10% Owner
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(Last) (First) (Middle) 3. IRS or Social 4. Statement for ________ Officer ______ Other
Security Number of Month/Year (give title below)
C/O ALFACELL CORPORATION, 225 BELLEVILLE Reporting Person (specify below)
AVENUE (Voluntary) MARCH 1996
__________________________________________
(Street) 5. If Amendment,
Date of Original
BLOOMFIELD, NEW JERSEY (Month/Year)
07003
(City) (State) (Zip)
TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action (A) or Disposed of Securities ship of In-
Date Code (D) Beneficially Form: direct
(Month/ (Instr. (Instr. 3, 4 and 5) Owned at (D) or Bene-
Day/ 8) End of Indirect ficial
Year) Month (I) Owner-
(Instr. 3 (Instr. ship
and 4) 4) (Instr.
4)
Code V Amount (A) or Price
(D)
COMMON STOCK 3/25/96 S 2,000 D $4.75
Common Stock 3/25/96 S 2,000 D $4.81
COMMON STOCK 3/26/96 S 6,000 D $4.75
Common Stock 3/27/96 S 1,500 D $4.63
COMMON STOCK 3/27/96 S 2,000 D $4.75
Common Stock 3/27/96 S 2,500 D $4.56
Common Stock 3/28/96 S 6,000 D $4.56
Common Stock 3/29/96 S 5,000 D $5.00 94,777 D ---
40,485 I BY WIFE +
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
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FORM 4 (CONTINUED)
TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2.Conver-3.Trans-4.Transac-5.Number of6.Date 7.Title and Amount8.Price 9.Number 10.Owner-11.Na-
Security sion action tion Deriv- Exercisableof Under-lying of of ship ture
(Instr. 3) or Date Code ative and Securities (Instr. Deriv- Deriv-Form of In-
xercise(Month/Day/(Instr. Securities Expiration 3 and 4) ative ative of De- direct
Price Year) 8) Ac- Date Secur- Secur- rivativeBene-
of quired (A)(Month/Day/ ity ities Secur- ficial
Deriv- or Dis- Year) (Instr. Bene- ity: Own-
ative posed of 5) ficially (D) or ership
Security (D) Owned Indi- (Instr. 4)
(Instr. 3, at End rect (I)
4, and 5) of (Instr. 4)
Month
(Instr. 4)
<S> <C> <C> <C><C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Code V (A) (D) Date Expira- Title Amount
Exer- tion or
cisableDate Number
of
Shares
Stock Option++ (right $4.66 12/31/95 A V 15,000 +++ 12/31/01 Common 15,000 $4.66 15,000 D ___
to buy) Stock
Stock Option (right to $2.68 3/25/96 X 4,000 5/5/93 7/31/96 Common 4,000 $2.68 D ---
buy) Stock
tock Option (right to $2.68 3/26/96 X 6,000 5/5/93 7/31/96 Common 6,000 $2.68 D ---
buy) Stock
Stock Option (right to $2.68 3/27/96 X 6,000 5/5/93 7/31/96 Common 6,000 $2.68 D ---
buy) Stock
Stock Option (right to $2.68 3/28/96 X 6,000 5/5/93 7/31/96 Common 6,000 $2.68 D ---
buy) Stock
Stock Option (right to $2.68 3/29/96 X 5,000 5/5/93 7/31/96 Common 5,000 $2.68 73,000 D ---
buy) Stock
</TABLE>
Explanation of Responses:
+ The reporting person disclaims beneficial ownership of these securities
and this report shall not be deemed on admission that the reporting
person is the beneficial owner of such securities for purposes of
Section 16 or for any other purpose.
++ Granted under the Company's 1993 Stock Option Plan, a Rule 16b-3 Plan.
+++ The option shall become exercisable on December 31, 1996; provided that
the reporting person serves continuously on the Company's board of
directors until such time.
++++ Power of attorney is attached hereto.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations .
/S/ KEVIN T. COLLINS 04/10/96
Signature of Reporting Person Date
Kevin T. Collins, as attorney-in-face++++
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, SEE Instruction 6 for procedure.
SEC 1474 (8-92)
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POWER OF ATTORNEY
Know by all these presents, that the undersigned hereby constitutes and
appoints Kevin T. Collins, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
Alfacell Corporation (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities and Exchange
Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4 or 5 and timely file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-facts's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitutes or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 26th day of March, 1996.
/S/ALLEN SIEGEL
Signature
ALLEN SIEGEL
Print Name
