FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MUNIZ CHARLES   2. Issuer Name and Ticker or Trading Symbol ALFACELL CORP [ACEL.PK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO and CFO (Last) (First) (Middle) C/O ALFACELL CORPORATION, 300 ATRIUM DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/19/2009 (Street) SOMERSET, NJ 08873 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common stock (right to buy) (1)

$ 0.34

10/19/2009

A

500,000

(2)

10/19/2019

Common stock

500,000

$ 0

500,000

D

Convertible note

$ 0.15

10/19/2009

P

$ 1,000,000

10/19/2009

(3)

Common stock

6,666,666

(4)

6,666,666

D

Common stock warrants (right to buy)

$ 0.15

10/19/2009

P

6,666,666

10/19/2009

10/19/2012

Common stock

6,666,666

(4)

6,666,666

D

Common stock warrants (right to buy)

$ 0.25

10/19/2009

P

6,666,666

10/19/2009

10/19/2014

Common stock

6,666,666

(4)

6,666,666

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MUNIZ CHARLES C/O ALFACELL CORPORATION 300 ATRIUM DRIVE SOMERSET, NJ 08873	X		President, CEO and CFO

Signatures

/s/ Charles Muniz		10/21/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Issued under the Company's 2004 Stock Incentive Plan and qualified under Rule 16b-3(d).
(2)	These options shall vest as to 33.33% on October 19, 2010; 33.33% on October 19, 2011 and the remaining unvested portion on October 19, 2012.
(3)	The notes are convertible into shares of common stock at the option of the reporting person at any time prior to the date on which the issuer makes payment in full of all amounts outstanding under the note.
(4)	The reported securities are included within units purchased by the reporting person, each unit consisting of (i) $50,000 principal amount of senior secured convertible promissory notes convertible into shares of common stock at a conversion price of $0.15 per share, (ii) warrants to purchase in the aggregate that number of shares of common stock initially issuable upon conversion of the aggregate amount of notes issued as part of the unit at an exercise price of $0.15 per share and (iii) warrants to purchase in the aggregate that number of shares of common stock initially issuable upon conversion of the aggregate amount of notes issued as part of the unit at an exercise price of $0.25 per share.

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