<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
Securities Act of 1934, Section 17(a) of the
or Form 5 obligations Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
may continue. SEE Instruction 1(b).
<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) JUNE 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 6/21/96 S 3,000 D $5.00 D -----
Common Stock 6/26/96 S 7,000 D $5.00 20,429 D ----
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
<PAGE>
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 of6.Date 7.Title and Amount 8.Price9.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. 3 Deriv- Deriv- Form of In-
Exercise (Month/Day/(Instr.SecuritiesExpirationand 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
cisable Date Number
of
Shares
Stock Option
(right to $2.68 6/21/96 x 3,000 5/5/93 7/31/96 Common 3,000 $2.68 ---- ----
buy) Stock
Stock Option
(right to $2.68 6/26/96 x 7,000 5/5/93 7/31/96 Common 7,000 $2.68 20,000 ---- ----
buy) Stock
</TABLE>
Explanation of Responses:
+ Power of attorney is attached hereto.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
/s/ KEVIN T. COLLINS 07/10/96
SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
**Signature of Reporting Person Date
Kevin T. Collins+
as Attornry-in-fact
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)
<PAGE>
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 attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of May, 1996.
/s/ ALAN W. BELL
Signature
Alan W. Bell
Print Name
