UNITED STATES
                       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): December 4, 2006

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

                                     0-11088
                            (Commission File Number)

           Delaware                                       22-2369085
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation)

               225 Belleville Avenue, Bloomfield, New Jersey 07003
             (Address of principal executive offices, with zip code)

                                 (973) 748-8082
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ]  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

     On September 29, 2006, an unrelated  party  exercised  warrants to purchase
55,556  shares of our Common Stock at an exercise  price of $1.50 per share.  On
October 26, 2006,  unrelated parties exercised warrants to purchase an aggregate
of 29,684 shares of our Common Stock at an exercise price of $1.50 per share. On
November 13, 2006, unrelated parties exercised warrants to purchase an aggregate
of 50,000 shares of our Common Stock at an exercise price of $0.60 per share. On
December 4, 2006,  an unrelated  party  exercised  warrants to purchase  500,000
shares of our Common Stock at an exercise price of $1.00 per share.  We received
aggregate gross proceeds of $657,860 from these transactions.

     The issuance of the shares pursuant to these warrant  exercises were exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended.
We have previously  registered the resale of these shares by the stockholders on
a Form S-3 registration statement.


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                                   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.


                                            ALFACELL CORPORATION



Date:  December 8, 2006                     By:  /s/ Robert D. Love
                                                     Robert D. Love
                                                     Chief Financial Officer




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