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) January 29, 2004

                              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, a leader in the research and development of ribonucleases
for anti-cancer and other therapeutic applications, today announced the
completion of a private placement of common stock and common stock purchase
warrants with an institutional investor that raised $1.5 million in gross
proceeds for the Company. This completes the original capital commitment by the
same institutional investor that was announced September 5, 2003.

On January 30, 2003 the Company issued 379,170 shares of common stock at a price
of $3.96 per share and warrants to purchase an additional 189,585 shares of
common stock at an exercise price of $4.75 per share. The $3.96 per-share price
represents a 5% discount from the average closing price of ACEL shares on the
OTC Bulletin Board during the past 20 trading days.

The securities 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.

This Form 8-K includes statements that may constitute "forward-looking"
statements, usually containing the words "believe", "estimate", "project",
"expect" or similar expressions. Any 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 would cause or contribute to such
differences include, but are not limited to, uncertainties involved in
transitioning from concept to product, uncertainties involving the ability of
the Company to finance research and development activities, potential challenges
to or violations of patents, uncertainties regarding the outcome of clinical
trials, the Company's ability to secure necessary approvals from regulatory
agencies, dependence upon third-party vendors, and other risks discussed in the
Company's periodic filings with the Securities and Exchange Commission. By
making these forward-looking statements, the Company undertakes no obligation to
update these statements for revisions or changes after the date of this Form


      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: February 2, 2003

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