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) September 5, 2003

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

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

ITEM 5. Other Events and Required FD Disclosure

      Alfacell Corporation today announced the completion of a private placement
including common stock and common stock purchase warrants to an institutional
investor raising gross proceeds of $1.5 million. The investor has purchased an
aggregate of 1,704,546 shares of Common Stock and warrants to purchase an
additional 852,273 shares of Common Stock at an exercise price of $1.50 per
share. The Company expects to file a shelf registration statement for the resale
of the Common Stock and the Common Stock underlying the Warrants with the
Securities and Exchange Commission. In addition, in the event the stockholders
of the Company approve an increase in the number of shares of Common Stock
authorized at the next annual meeting, the investor shall also receive, for no
additional consideration, a warrant to purchase an additional $1,500,000 in the
Company's securities.

      The securities being sold in the private placement have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements. This Form 8-K shall not constitute an offer to sell
or a solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.

      Statements contained in this Form 8-K that are not based on historical
fact, including statements concerning future results, performance, expectations
and expansion of Alfacell Corporation are forward-looking statements. Actual
results may differ materially from the statements made as a result of various
factors including, but not limited to, those identified in the Company's most
recent Form 10-K and in other documents filed by the Company with the U.S.
Securities and Exchange Commission.


      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: September 5, 2003

                                          ALFACELL CORPORATION

                                          By: /s/ Kuslima Shogen
                                              Kuslima Shogen
                                              Chief Executive Officer