PROSPECTUS SUPPLEMENT NO. 2                     Filed pursuant to Rule 424(b)(3)
(To Prospectus dated March 11, 2003)            Registration No. 333-38136

                              ALFACELL CORPORATION

                                  Common Stock

This Prospectus Supplement No. 2 supplements and amends the Prospectus dated
March 11, 2003 relating to the offering of an aggregate 6,068,279 shares of our
common stock by our securityholders.

The following paragraph is added to the subsection "Liquidity and Capital
Resources" under the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations":

     "We recently completed 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. We
     expect 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 our stockholders 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 our

The Prospectus, together with Prospectus Supplement No. 1 and this Prospectus
Supplement No. 2, constitutes the prospectus required to be delivered by Section
5(b) of the Securities Act of 1933, as amended, with respect to offers and sales
of our common stock. All reference in the prospectus to "this prospectus" are
hereby amended to read "this prospectus (as supplemented and amended)".

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

          The date of this Prospectus Supplement is September 18, 2003