<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
Instruction 1(b). Public Utility Holding Company Act of 1935 or 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
BELL, ALAN 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)
137 WODEN WAY, S.E. Reporting Person (specify below)
(Voluntary) MARCH 1996
__________________________________________
(Street) 5. If Amendment,
Date of Original
WINTER HAVEN, FL 33884 (Month/Year)
(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 3/6/96 S 5,000+ D $4 15/16
Common Stock 3/7/96 S 5,000+ D $5.00 20,429 D -----
</TABLE>
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.Conver3.Trans- 4.Transac- 5.Number of 6.Date 7.Title and Amount 8.Price9.Number 10. Owner- 11. Na-
Security sion action tion Deriv- Exercisable of Under-lying of of ship ture
(Instr. 3) or Date Code ative and Securities (Instr. 3 Deriv- Deriv- Form of In-
Exercise (Month/Day/(Instr. Securities Expiration and 4) ative ative of De- direct
Price Year) 8) Ac- Date Secur- Secur- rivative Bene-
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.
Month 4)
(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 to 10,000 5/5/93 7/31/96 Common 10,000 0 --- ---
buy)+ $2.68 2/2/96 x Stock $2.68
</TABLE>
Explanation of Responses:
+ These securities are held of record by the reporting person's spouse, and
the reporting person disclaims beneficial ownership of these securities and
this report shall not be deemed an admission that the reporting person is
the beneficial owner of such securities of purposes of Section 16 or for any
other purpose.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations .
/S/ALAN BELL 04/04/96
Signature of reporting person Date
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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