UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):  [_] Form 10-K     [_] Form 20F     [_] Form 11-K     [X] Form 10-Q
[_] Form N-SAR

For Period Ended: January 31, 2002

[ ]  Transition Report on Form 10-K
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

Full name of registrant:

Alfacell Corporation
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Former name if applicable:

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Address of principal executive office (Street and number):

225 Belleville Avenue
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City, state and zip code:

Bloomfield, New Jersey 07003
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PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)




                        (a) The reasons described in reasonable detail in Part
                        III of this form could not be eliminated without
                        unreasonable effort or expense;
                        (b) The subject annual report, semi-annual report,
                        transition report on Form 10-K, Form 20-F,11-K or Form
                        N-SAR, or portion thereof, will be filed on or before
      [X]               the fifteenth calendar day following the prescribed due
                        date; or the subject quarterly report of transition
                        report on Form 10-Q, or portion thereof will be filed on
                        or before the fifth calendar day following the
                        prescribed due date; and
                        (c) The accountant's statement or other exhibit required
                        by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

Additional time is needed by the Company to compile financial information
required by the Form 10-Q because the Company is in the process of issuing a
private placement and such information could not be compiled prior to March 18,
2002 without unreasonable effort or expense.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

             Kuslima Shogen                         (973) 748-8082
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                 (Name)                     (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the proceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes [X] No [_]

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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes [_] No [X]

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

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                              Alfacell Corporation
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                   (Name of Registrant as Specified in Charter

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date March 19, 2002     By /s/ Kuslima Shogen, Chief Executive Officer
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