ALFACELL CORP
8-K, 1997-08-13
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


Pursuant to Section 13 or 15(d) of the  Securities  Exchange Act of 1934 Date of
Report (Date of earliest event reported) July 28, 1997

                              ALFACELL CORPORATION
             (Exact name of registrant as specified in its charter)



  Delaware                               0-11088              22-2369085
(State or other jurisdiction      (Commission          (IRS Employer
of incorporation)                  File Number)          Identification)



               225 Belleville Avenue Bloomfield, New Jersey 07003
               (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code    (201) 748-8082




          (Former name or former address, if changed since last report)



<PAGE>

Item 5.  Other Events.

                  Michael  C. Lowe  resigned  as a  director  and  President  of
Alfacell  Corporation  (the  "Registrant").  The resignation was mutually agreed
upon by Dr. Lowe and the  Registrant.  Strategic and daily  business  operations
will remain the  responsibility of Kuslima Shogen,  the Registrant's  co-founder
and Chief Executive Officer and Gail E. Fraser, the Registrant's Chief Financial
Officer and Vice President of Finance.  Pharmaceutical executives Dr. Stephen K.
Carter,  formerly  Senior Vice President of  Bristol-Myers  Squibb for worldwide
clinical  research and  development and Donald R. Conklin,  former  President of
Schering-Plough Pharmaceuticals,  have recently joined the Registrant's Board of
Directors  and, in addition  to their board  responsibilities,  will be actively
advising the Registrant in the areas of product and business development.



                                      - 2 -

<PAGE>

                                   SIGNATURES


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.





Dated:  August 12, 1997





                                                            ALFACELL CORPORATION
                                                                    (Registrant)

                                                          By: /s/ GAIL E. FRASER
                                                          ----------------------
                                                                  GAIL E. FRASER
                                                         Chief Financial Officer
                                                           and Vice President of
                                                                         Finance


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