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): May 1, 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 1.01         Entry into a Material Definitive Agreement.

     On May 1,  2006,  Alfacell  Corporation  (the  "Company")  entered  into an
agreement  with an unrelated  investor  pursuant to which the Company  agreed to
issue 174,927  shares of its  restricted  common stock for a per share  purchase
price of $3.43 or an aggregate purchase price of $600,000.

Item 3.02         Unregistered Sales of Equity Securities.

     On May 1,  2006,  Alfacell  Corporation  (the  "Company")  entered  into an
agreement  with an unrelated  investor  pursuant to which the Company  agreed to
issue 174,927  shares of its  restricted  common stock for a per share  purchase
price of $3.43 or an aggregate purchase price of $600,000.

     The securities  issued have not been registered under the Securities Act of
1933,  as amended (the  "Securities  Act") and were issued in reliance  upon the
exemption from the  registration  requirements of the Securities Act provided by
Section 4(2) thereof and Rule 506 thereunder.  The securities may not be offered
or sold in the United States absent registration or an applicable exemption from
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.



                                   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:  May 4, 2006                    By: /s/ ROBERT D. LOVE
                                          Robert D. Love
                                          Chief Financial Officer