ALFACELL CORP
8-K, 1998-07-15
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 15, 1998

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


          Delaware                     0-11088                     22-2369085
(State or other jurisdiction         (Commission                 (IRS EMPLOYER
      or 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               (973) 748-8082




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


<PAGE>

Item 5.  Other Events

     Alfacell  Corporation  (the  "Company")  announced  on July 15,  1998  that
preliminary  analyses  of its  randomized  Phase III trials for  ONCONASE(R)  in
pancreatic  cancer did not  demonstrate  a survival  benefit  over  GEMZAR(R) or
5-fluorouracil  (5-FU).  Based upon the results of the pancreatic cancer trials,
the Company has closed its Phase III program for pancreatic  cancer and will not
be filing a New Drug Application (NDA) for this indication.

     The Company will now direct its  resources  toward rapid  completion of the
on-going  Phase III clinical  trial in malignant  mesothelioma.  More than fifty
percent of patient  enrollment  has been realized and total  patient  accrual is
expected by this year end. The malignant mesothelioma trial results are expected
by mid-year 1999.

     Certain  statements  made herein  that are not  historical  facts,  contain
forward-looking  statements  (as  such are  defined  in the  Private  Securities
Litigation Reform Act of 1995) regarding the Company's future plans,  objectives
and  expected  performance.  All such  forward-looking  statements  are based on
assumptions  that the  Company  believes  are  reasonable,  but are subject to a
wide-range of risks and uncertainties and, therefore,  there can be no assurance
that actual results may not differ materially from those expressed or implied by
such  forward-looking  statements.  Factors that could cause  actual  results to
differ materially include, but are not limited to, factors detailed from time to
time in the Company's periodic


<PAGE>

reports and exhibits  thereto  (including the Annual Report on Form 10-K for the
year ended July 31, 1997) filed with the Securities and Exchange Commission.



<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: July 15, 1998

                                   ALFACELL CORPORATION      (Registrant)

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



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