UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
Alfacell Corporation
(Name of Issuer)
Common Stock and Options
(Title of Class of Securities)
015404106
(CUSIP Number)
Kuslima Shogen
Alfacell Corporation
225 Belleville Avenue
Bloomfield, NJ 01003
(973)748-8082
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the following box.
[__]
(Page 1 of 5)
<PAGE>
SCHEDULE 13D
CUSIP NO.015404106 Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Kuslima Shogen
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER (a) [_]
OF A GROUP (b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
Not Applicable
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT [X]
TO ITEMS 2(d) OR 2(e)
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7. SOLE VOTING POWER
2,376,343 (includes 1,127,723 shares subject to options
which are currently exercisable or which will become
exercisable within 60 days of March 31, 2000).
NUMBER OF SHARES
BENEFICIALLY _________________________________________________________________
OWNED 8. SHARED VOTING POWER
BY EACH
REPORTING 0
PERSON WITH _________________________________________________________________
9. SOLE DISPOSITIVE POWER
2,376,343 (includes 1,127,723 shares subject to options
which are currently exercisable or which will become
exercisable within 60 days of March 31, 2000).
_________________________________________________________________
10. SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,376,343 (includes 1,127,723 shares subject to options which are currently
exercisable or which will become exercisable within 60 days of March 31,
2000).
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT [_]
IN ROW (11) EXCLUDES CERTAIN
SHARES
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
12.2%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE>
Page 3 of 5 pages
Item 1. Security and Issuer
The securities to which this Schedule 13D relates are the shares of common
stock, par value $.001 per share (the "Common Stock"), of Alfacell Corporation
(the "Issuer"). The address of the Issuer's principal executive offices is 225
Belleville Avenue, Bloomfield, NJ 07003
Item 2. Identity and Background
(a) - (c) The person (the "Reporting Person") filing this statement is
Kuslima Shogen, Chief Executive Officer and Chairman of the Board of the Issuer.
The Reporting Person's mailing address is c/o Alfacell Corporation, 225
Belleville Avenue, Bloomfield, NJ 07003.
(d) During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person entered a consent decree with the Securities and
Exchange Commission ("SEC") on March 4, 1998 pursuant to which she was fined
$20,000 for alleged violations of Sections 13 and 16(a) of the Securities
Exchange Act of 1934, as amended. In connection with the settlement, the
Reporting Person neither admitted nor denied the allegations of the SEC and
agreed not to violate Sections 13 and 16(a) in the future.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable
Item 4. Purpose of the Transaction
The Reporting Person previously acquired options to purchase Common Stock.
In October 1999, an additional 23,000 options became exercisable. As of March
31, 2000, 327,242 of the then currently exercisable options expired resulting in
a decrease to the Reporting Person's beneficial ownership.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person beneficially owns 2,376,343 shares of Common
Stock, consisting of 1,248,620 shares of Common Stock currently outstanding and
1,127,723 shares underlying options to purchase Common Stock held by the
Reporting Person. Such shares constitute 12.2% of the Common Stock outstanding
assuming all of the options are exercised.
(b) The Reporting Person has the sole power to vote or to direct the vote
and the sole power to dispose or direct the disposition of the shares of Common
Stock.
(c) None.
<PAGE>
Page 4 of 5 pages
(d) The Reporting Person has pledged a total of 1,023,000 of the
outstanding shares of Common Stock to First Union National Bank (the "Bank") to
secure a personal loan. Upon the sale of the shares of Common Stock held by the
Reporting Person, the Bank has the right to apply such proceeds thereof to such
loan.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable
Item 7. Material to be Filed as Exhibits
Not Applicable
<PAGE>
Page 5 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 6, 2000
By: /s/ KUSLIMA SHOGEN
-----------------------
Kuslima Shogen
Chief Executive Officer
