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

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

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Filed by a Party other than the Registrant |_|

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|_|   Soliciting Material Under Rule 14a-12

                              Alfacell Corporation
                (Name of Registrant as Specified In Its Charter)

                                       N/A
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                           TO BE HELD JANUARY 31, 2007

To Our Stockholders:

      We are pleased to notify you that the annual meeting of stockholders  (the
"Annual Meeting") of Alfacell Corporation, a Delaware corporation ("Alfacell" or
the  "Company"),  will be held at the  Liberty  International  Airport  Marriott
Hotel,  Newark  International  Airport,  Newark,  New Jersey 07114 on Wednesday,
January 31, 2007 at 2:00 p.m.  local time,  for the  following  purposes as more
fully described in the accompanying Proxy Statement:

      1.    To  elect  seven  directors,  each for a term of one  year,  to hold
            office  until the fiscal 2007  Annual  Meeting of  Stockholders  and
            until their successors are elected and qualified (Proposal No.1);

      2.    To ratify the appointment of J.H. Cohn LLP,  independent  registered
            public  accounting  firm, to audit the  financial  statements of the
            Company for the fiscal year ending July 31, 2007  (Proposal  No. 2);
            and

      3.    To  transact  such other  matters as may  properly  come  before the
            Annual Meeting or any postponement or adjournment thereof.

      Only stockholders of record of the Company's Common Stock, par value $.001
per share (the "Common Stock"), at the close of business on December 4, 2006 are
entitled to vote at the Annual  Meeting or at any  postponement  or  adjournment
thereof.

      WE HOPE THAT AS MANY  STOCKHOLDERS AS POSSIBLE WILL PERSONALLY  ATTEND THE
ANNUAL  MEETING.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL  MEETING,  PLEASE
COMPLETE THE ENCLOSED  PROXY CARD AND SIGN,  DATE AND RETURN IT PROMPTLY SO THAT
YOUR SHARES WILL BE REPRESENTED. SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM
VOTING IN PERSON AT THE ANNUAL MEETING.

                                By Order of the Board of Directors,


                               /s/ Kuslima Shogen
                               ------------------
                               Kuslima Shogen
                               Chief Executive Officer and Chairman of the Board

December 22, 2006



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS...................3

ABOUT THE MEETING..............................................................3

   What is the purpose of the Annual Meeting?..................................3

   Who is entitled to vote?....................................................3

   Who can attend the meeting?.................................................3

   What constitutes a quorum?..................................................3

   How do I vote?..............................................................4

   Can I vote by telephone or electronically?..................................4

   Can I change my vote after I return my proxy card?..........................4

   What are the Board's recommendations?.......................................4

   What vote is required to approve each item?.................................4

STOCK OWNERSHIP................................................................5

   Who are the largest owners of Alfacell's stock?.............................5

   How much stock do Alfacell's directors and executive officers own?..........6

   Section 16(a) beneficial ownership reporting compliance.....................7

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS........................................7

   Director nomination process.................................................7

   Nominees standing for election to the Board.................................9

   Business experience of nominees to the Board................................9

   Family relationships.......................................................11

   Board recommendation and stockholder vote required.........................11

   How often did the Board meet during 2006?..................................11

   Which directors are "independent"?.........................................11

   How are directors compensated?.............................................11

DIRECTORS' STOCK OPTIONS......................................................12

BOARD COMMITTEE MEMBERSHIP....................................................12

   What committees has the Board established?.................................12

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.......................14

COMMUNICATIONS WITH DIRECTORS.................................................15

PRINCIPAL ACCOUNTANT FEES AND SERVICES........................................15

IDENTIFICATION OF EXECUTIVE OFFICERS..........................................16

BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS.....................................16


                                       i


SUMMARY COMPENSATION TABLE....................................................16

OPTION GRANTS IN LAST FISCAL YEAR.............................................17

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES.................................................................17

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...................18

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS................18

   Chief Executive Officer's Compensation.....................................18

STOCKHOLDER RETURN PERFORMANCE GRAPH..........................................19

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................19

PROPOSAL NO. 2 -- RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM...............................................................20

   Board recommendation and stockholder vote required.........................20

CODE OF ETHICS................................................................20

ANNUAL REPORT.................................................................21

STOCKHOLDERS' PROPOSALS.......................................................21

GENERAL.......................................................................21

OTHER MATTERS.................................................................21

APPENDIX A....................................................................22

ALFACELL CORPORATION PROXY....................................................26


                                       ii


                              Alfacell Corporation
                              225 Belleville Avenue
                          Bloomfield, New Jersey 07003

                    ----------------------------------------

                          PROXY STATEMENT AND NOTICE OF
                         ANNUAL MEETING OF STOCKHOLDERS

                    ----------------------------------------

      Alfacell  Corporation  ("Alfacell"  or the  "Company") is furnishing  this
Proxy Statement and the enclosed proxy card in connection with the  solicitation
of  proxies  by the Board of  Directors  of the  Company  for use at the  Annual
Meeting of Stockholders to be held on Wednesday,  January 31, 2007, beginning at
2:00  p.m.,  at  the  Liberty   International  Airport  Marriott  Hotel,  Newark
International  Airport,  Newark,  New Jersey 07114 and at any  postponements  or
adjournments  thereof.  The approximate date of mailing for this Proxy Statement
and proxy card as well as a copy of  Alfacell's  2006 Annual  Report is December
22, 2006.

                                ABOUT THE MEETING

What is the purpose of the Annual Meeting?

      At  Alfacell's  Annual  Meeting,  stockholders  will act upon the  matters
outlined in the accompanying notice of meeting, including:

      o     the election of directors;

      o     the  ratification of our independent  registered  public  accounting
            firm.

      In addition,  management  will report on our  performance  during 2006 and
respond to questions from stockholders.

Who is entitled to vote?

      Only  stockholders of record of the Company's Common Stock at the close of
business on the record date, December 4, 2006, are entitled to receive notice of
the Annual Meeting and to vote the shares of Common Stock that they held on that
date at the meeting,  or any  postponement  or adjournment of the meeting.  Each
outstanding  share of the Company's Common Stock entitles its holder to cast one
vote on each matter to be voted upon. There are no cumulative voting rights.

Who can attend the meeting?

      All  stockholders as of the record date, or their duly appointed  proxies,
may attend the meeting. Cameras,  recording devices and other electronic devices
will not be permitted  at the meeting.  Please note that if you hold your shares
in "street name" (that is, through a broker or other nominee),  you will need to
bring a copy of a brokerage statement  reflecting your stock ownership as of the
record date and check in at the registration desk at the meeting.

What constitutes a quorum?

      The  presence at the meeting,  in person or by proxy,  of the holders of a
majority of the shares of Common  Stock issued and  outstanding  and entitled to
vote on the record date,  will  constitute a quorum,  permitting  the meeting to
conduct its  business.  As of December 4, 2006,  the record date,  approximately
44,508,401 shares of Alfacell's Common Stock were outstanding.  Proxies received
but  marked  as  abstentions  and  broker  non-votes  will  be  included  in the
calculation of the number of shares considered present at the meeting.


                                       3


How do I vote?

      If you complete and properly sign the  accompanying  proxy card and return
it to us, it will be voted as you direct. If you are a registered stockholder as
of the record date and attend the meeting,  you may deliver your completed proxy
card in person.  "Street name" stockholders who wish to vote at the meeting will
need to obtain a proxy card from the institution that holds their shares.

Can I vote by telephone or electronically?

      No. We have not  instituted  any  mechanism  for  telephone or  electronic
voting.  However,  "street name" stockholders may be able to vote electronically
through their brokers. If so, instructions  regarding  electronic voting will be
provided  by the  broker  as part  of the  package  which  includes  this  proxy
statement.

Can I change my vote after I return my proxy card?

      Yes. Even after you have submitted your proxy, you may change your vote at
any time  before the proxy is  exercised  by filing  with  Alfacell's  Secretary
either a notice of revocation or a duly executed proxy bearing a later date. The
powers of the proxy  holders  will be  suspended  if you attend  the  meeting in
person and  request  that the  previously  granted  proxy be  revoked,  although
attendance at the meeting will not by itself revoke a previously granted proxy.

What are the Board's recommendations?

      Unless you give other  instructions  on your proxy card, the persons named
as  proxy  holders  on  the  proxy  card  will  vote  in  accordance   with  the
recommendations  of the Board of Directors.  The Board's  recommendation  is set
forth  together with the  description of each item in this proxy  statement.  In
summary, the Board recommends a vote:

      o     FOR election of the nominated slate of directors (see page 11);

      o     FOR  ratification  of the appointment of J.H. Cohn LLP as Alfacell's
            independent registered public accounting firm (see page 20);

      Pursuant  to  the  provisions  of  Rule  14a-4(c)  promulgated  under  the
Securities  Exchange Act of 1934, as amended,  (the "Exchange Act") with respect
to any other matter that  properly  comes before the meeting,  the proxy holders
will vote as recommended by the Board of Directors or, if no  recommendation  is
given, in their own discretion.

What vote is required to approve each item?

      Election of directors.  The  affirmative  vote of a plurality of the votes
cast at the meeting,  represented in person or by proxy and entitled to vote, is
required for the election of directors.

      Other  proposals.  For each other proposal,  the  affirmative  vote of the
holders of at least a majority of the shares  represented  in person or by proxy
at the  meeting  and  entitled  to vote on the  proposal  will be  required  for
approval.

      Votes cast  "FOR" a  proposal  constitute  affirmative  votes.  A properly
executed  proxy card marked  "WITHHOLD"  or  "ABSTAIN"  with respect to any such
matter  will  not be voted  on such  matter,  although  it will be  counted  for
purposes of determining  whether there is a quorum and in determining the number
of shares  necessary for approval of such matter.  Accordingly,  a "WITHHOLD" or
"ABSTAIN" will have the effect of a negative vote.

      Broker   non-votes.   Where  brokers  are   prohibited   from   exercising
discretionary  authority  for  beneficial  owners who have not  provided  voting
instructions (commonly referred to as "broker non-votes"), such broker non-


                                       4


votes will be treated as shares that are present for purposes of determining the
presence of a quorum;  however,  with  respect to  proposals  which  require the
affirmative  vote of a percentage  of shares  present at the Annual  Meeting and
entitled to vote on such proposal for approval,  such broker  non-votes  will be
treated as not  present  for  purposes  of  determining  the outcome of any such
matter.  With  respect to  proposals  which  require the  affirmative  vote of a
percentage of the outstanding  shares for approval,  since such broker non-votes
are not cast  "FOR" a  particular  matter,  they  will  have the same  effect as
negative votes or votes cast "AGAINST" such proposals.

                                 STOCK OWNERSHIP

Who are the largest owners of Alfacell's stock?

      The following table sets forth certain  information as of October 31, 2006
concerning  stock  ownership  of  all  persons  known  by  the  Company  to  own
beneficially 5% or more of the outstanding shares of the Company's Common Stock.

                 Security Ownership of Certain Beneficial Owners



Name and address of beneficial                Amount and Nature of Beneficial      Percent of shares
owner or identity of group                                Ownership                  outstanding(1)
----------------------------------------      -------------------------------      -----------------
                                                                                   
McCash Family Limited Partnership                       9,148,652 (2)                    18.0%
N3820 S. Grand Oak Drive
Iron Mountain, MI 49801

McCash, James O., and Trust                             2,998,820 (3)                     6.7%
N3820 S. Grand Oak Drive
Iron Mountain, MI 49801

The Knoll Group(4)                                      2,725,002 (5)                     6.1%
200 Park Avenue, Suite 3900
New York, NY 10166


----------
(1)   The percentage of stock  outstanding for each stockholder is calculated by
      dividing (i) the number of shares deemed to be  beneficially  held by such
      stockholder  as of the date of the  calculation by (ii) the sum of (A) the
      number  of  shares  of  Common  Stock  outstanding  as of the  date of the
      calculation,  plus (B) the  number of shares  issuable  upon  exercise  of
      options or warrants held by such stockholder  which were exercisable as of
      the date of the  calculation  or which will become  exercisable  within 60
      days after the date of the calculation.

(2)   Includes   6,427,090  shares  subject  to  warrants  which  are  currently
      exercisable or which will become exercisable within 60 days of October 31,
      2006. This information concerning the stock ownership of the McCash Family
      Limited  Partnership  was obtained from the Schedule  13D/A filed with the
      Securities  and Exchange  Commission on May 5, 2005 and other  information
      known to the Company.

(3)   Includes 120,000 shares subject to warrants which will become  exercisable
      within 60 days of October 31, 2006. This information  concerning the stock
      ownership  of the  McCash,  James  O.,  and Trust  was  obtained  from the
      Schedule  13G/A  filed with the  Securities  and  Exchange  Commission  on
      February 9, 2006 and other information known to the Company.

(4)   Pursuant to Section  13(d)(3) of the Exchange Act and for purposes of this
      table, Knoll Capital  Management LP, Fred Knoll and Europa  International,
      Inc. are deemed to be a "group" and therefore are collectively referred to
      as The Knoll Group.

(5)   Does not include  1,613,572  shares  issuable upon exercise of outstanding
      warrants because as of October 31, 2006 such warrants were not exercisable
      and will not become  exercisable  within 60 days after  October 31,  2006.
      This   information   concerning  the  stock  ownership  of  Knoll  Capital
      Management  was obtained  from the Schedule 13G filed with the  Securities
      and Exchange Commission on February 9, 2006 and other information known to
      the Company.


                                       5


How much stock do Alfacell's directors and executive officers own?

      The table  below shows the amount of Alfacell  Common  Stock  beneficially
owned  (unless  otherwise  indicated)  by  Alfacell's  directors  and  executive
officers  individually,  and  Alfacell's  directors and executive  officers as a
group. All information is as of October 31, 2006.

                        Security Ownership of Management



                                                                                Amount and
                                                                                 Nature of      Percent of
Name and address of beneficial                                                  Beneficial        shares
owner or identity of group(1)                         Position                 Ownership(2)    outstanding(3)
-------------------------------------       -----------------------------      ------------    --------------
                                                                                            
Kuslima Shogen                              Chief Executive Officer,           1,368,778(4)          3.0%
                                            Chairman of the Board

John P. Brancaccio                          Director                              57,750(5)            *

Stephen K. Carter, M.D.                     Director                             165,000(6)            *

Donald R. Conklin                           Director                             480,500(7)          1.1%

James J. Loughlin                           Director                              63,750(8)            *

Robert D. Love(9)                           Chief Financial Officer              145,000(9)            *

David Sidransky, M.D.                       Director, Chairman of the            123,750(10)           *
                                            Scientific Advisory Board

Paul M. Weiss, Ph.D.                        Director                             113,305(11)           *

All executive officers and directors as a                                      2,517,833(12)         5.5%
group (9 persons)


----------
*     Represents less than 1% of Alfacell's outstanding Common Stock.

(1)   Unless otherwise indicated below, the persons in the above table have sole
      voting and investment power with respect to all shares  beneficially owned
      by them.  The  address of all  executive  officers  and  directors  is c/o
      Alfacell  Corporation,  225  Belleville  Avenue,  Bloomfield,  New Jersey,
      07003.

(2)   All shares listed are Common  Stock.  Except as discussed  below,  none of
      these  shares are subject to rights to acquire  beneficial  ownership,  as
      specified  in Rule  13d-3(1)  under the Exchange  Act, and the  beneficial
      owner has sole voting and investment power,  subject to community property
      law where applicable.

(3)   The percentage of stock  outstanding for each stockholder is calculated by
      dividing (i) the number of shares deemed to be  beneficially  held by such
      stockholder  as of October  31,  2006 by (ii) the sum of (A) the number of
      shares of Common  Stock  outstanding  as of October  31, 2006 plus (B) the
      number of shares  issuable  upon  exercise of options or warrants  held by
      such  stockholder  which were  exercisable as of October 31, 2006 or which
      will become exercisable within 60 days after October 31, 2006.

(4)   Includes 825,333 shares underlying options which are currently exercisable
      or which will become exercisable within 60 days after October 31, 2006.

(5)   Includes 53,750 shares underlying options which are currently  exercisable
      or which will become exercisable within 60 days after October 31, 2006.

(6)   Includes 150,000 shares underlying options which are currently exercisable
      or which will become exercisable within 60 days after October 31, 2006.

(7)   Includes 95,000 shares underlying options which are currently  exercisable
      or which will become exercisable within 60 days after October 31, 2006.


                                       6


(8)   Includes 53,750 shares underlying options which are currently  exercisable
      or which will become exercisable within 60 days after October 31, 2006.

(9)   Includes 125,000 shares underlying options which are currently exercisable
      or which will become  exercisable  within 60 days after  October 31, 2006.
      Mr. Love will retire as the Company's Chief Financial  Officer on December
      31, 2006.

(10)  Includes 78,750 shares underlying options which are currently  exercisable
      or which will become exercisable within 60 days after October 31, 2006.

(11)  Includes 92,500 shares underlying options which are currently  exercisable
      or which will become exercisable within 60 days after October 31, 2006.

(12)  Includes all shares owned  beneficially by the directors and the executive
      officers named in the table.


Section 16(a) beneficial ownership reporting compliance

      Based upon a review of filings with the Securities and Exchange Commission
and written  representations  of certain reporting persons that no other reports
were  required,  we believe that during  fiscal year 2006 all of our  directors,
executive officers and beneficial owners of more than 10% of any class of equity
securities complied on a timely basis with the reporting requirements of Section
16(a) of the Securities Exchange Act.

                     PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

      Under  Alfacell's  By-laws,  all  directors  elected by  stockholders  are
elected for a one-year  term.  Each of the  nominees  has  consented  to serve a
one-year term. If any of them should become  unavailable to serve as a director,
the Board may designate a substitute nominee. In that case, the persons named as
proxies will vote for the substitute nominee designated by the Board.

Director nomination process

      Prior to November 7, 2006,  the Board of Directors  (the  "Board") did not
have a standing nominating committee or nominating  committee charter.  Nominees
for the  fiscal  year 2006  annual  meeting  were  recommended  for the  Board's
selection  by at least a majority  of our  directors  meeting the  criteria  for
independence as required by the Nasdaq Stock Market. Previously, the Company had
believed it was appropriate not to have a standing nominating  committee because
we felt that obtaining an input from all the Independent Directors in connection
with the nominations  enhanced the nomination  process.  However, on November 7,
2006, the Board  determined  that it was in the best interests of the Company to
form a Nominating  Committee,  initially  comprised of John Brancaccio and James
Loughlin.  Such Nominating  Committee has not yet participated in the nomination
of directors, and has not yet adopted a charter.

      CRITERIA FOR BOARD MEMBERSHIP. The Board determines the required selection
criteria and  qualifications  of director  nominees  based upon the needs of the
Company at the time  nominees  are  considered.  Directors  should  possess  the
highest personal and professional ethics, integrity and values, and be committed
to  representing  the  long-term  interests of the  Company's  stockholders.  In
evaluating  a  candidate  for  nomination  as a  director  of the  Company,  the
Nominating  Committee will consider  criteria  including  business and financial
expertise;  geography;  experience as a director of a public company; gender and
ethnic diversity on the Board;  and general criteria such as ethical  standards,
independent  thought,  practical  wisdom  and  mature  judgment.  The Board will
consider these criteria for nominees identified by the Nominating Committee,  by
stockholders, or through some other source.

      These general  criteria are subject to modification and the Board shall be
able, in the exercise of its discretion,  to deviate from these general criteria
from  time to  time,  as the  Board  may  deem  appropriate  or as  required  by
applicable laws and regulations.


                                       7


      STOCKHOLDER  NOMINEES.  The Nominating  Committee will consider  qualified
candidates  for  possible   nomination  that  are  submitted  by  the  Company's
stockholders.  Stockholders  wishing  to  make  such a  submission  may do so by
sending the following  information to the Board c/o Chief  Executive  Officer at
225  Belleville  Avenue,  Bloomfield,  New Jersey  07003  within  the  timeframe
described under the caption, "Stockholder Proposals" below.

      o     Name, age and contact information of the candidate;

      o     A brief biographical sketch and resume;

      o     Written consent  evidencing the candidate's  willingness to be named
            in the proxy and to serve as a director if elected;

      o     A description  of all  arrangements  or  understandings  between the
            stockholder  and the candidate and any other person  relating to the
            candidate;

      o     A signed statement as to the submitting stockholder's current status
            as a stockholder and the number of shares currently held; and

      o     All other  information about the candidate that would be required to
            be  included  in the  proxy  statement  soliciting  proxies  for the
            election of directors under the rules promulgated under the Exchange
            Act.

      PROCESS FOR IDENTIFYING AND EVALUATING NOMINEES.  The Nominating Committee
believes  Alfacell is  well-served  by its current  directors.  In the  ordinary
course,  absent special  circumstances  or a material change in the criteria for
Board membership, the Nominating Committee will recommend to the Board that they
renominate  incumbent  directors  who continue to be qualified for Board service
and are  willing to  continue  as  directors.  If an  incumbent  director is not
standing for  re-election,  or if a vacancy on the Board occurs  between  annual
stockholder   meetings,   the  Nominating  Committee  will  seek  out  potential
candidates  for Board  appointment  who meet the  criteria  for  selection  as a
nominee and have the specific  qualities or skills being sought.  The Nominating
Committee  will  conduct a process of making a  preliminary  assessment  of each
proposed  nominee  based  upon  the  resume  and  biographical  information,  an
indication  of the  individual's  willingness  to  serve  and  other  background
information.  This information is evaluated against the criteria set forth above
and  the  Company's  specific  needs  at that  time.  Based  upon a  preliminary
assessment  of the  candidate(s),  those  who  appear  best  suited  to meet the
Company's  needs may be invited to participate in a series of interviews,  which
are used as a further means of evaluating potential candidates.  On the basis of
information learned during this process, the Nominating Committee will determine
which  nominee(s)  to  recommend  to the  Board  for  inclusion  as the slate of
candidates that the Board  recommends for election at each annual meeting of the
Company's stockholders.

      The Board uses the same process for evaluating all nominees, regardless of
the original source of the nomination.


                                       8


Nominees standing for election to the Board



         Name                   Age     Director Since (1)            Current Position With Company
-------------------------     -------   ------------------   -----------------------------------------------------
                                                    
Kuslima Shogen                  61            1981           Chief Executive Officer, Chairman of the Board

John P. Brancaccio              58            2004           Director

Stephen K. Carter, M.D.         68            1997           Director

Donald R. Conklin               70            1997           Director

James J. Loughlin               63            2004           Director

David Sidransky, M.D.           47            2004           Director, Chairman of the Scientific Advisory Board

Paul M. Weiss, Ph.D.            48            2003           Director


(1)   The current term of each director expires on the Annual Meeting for fiscal
      year 2006 to be held on January 31, 2007.

Business experience of nominees to the Board

      The nominees have provided the following information about their principal
occupation, business experience and other matters.

      Kuslima Shogen has served as our Chief  Executive  Officer since September
1986,  as Chairman of the Board  since  August 1996 and as a Director  since our
inception.  She also served as our Acting Chief Financial  Officer from June 23,
1999 until  March 2004,  as our Chief  Financial  Officer  from  September  1986
through July 1994 and as our President  from  September  1986 through July 1996.
Ms. Shogen formed the company in 1981 to pursue  research that she had initiated
while a biology student in the University Honors Program at Fairleigh  Dickenson
University.  Prior  to our  founding,  from  1976 to 1981  she was  founder  and
president of a biomedical  research  consortium  specializing in Good Laboratory
Practices  and  animal  toxicology.  During  that  time,  she also  served  as a
consultant  for the Lever  Brothers  Research  Group.  Ms.  Shogen has  received
numerous awards for achievements in biology,  including the Sigma Xi first prize
from the  Scientific  Research  Society of North America in 1974 and first prize
for the most  outstanding  research  paper in  biology  at the  Eastern  College
Science Conferences  competitions in 1972, 1973, and 1974. She also received the
first-ever  Pioneer Award from the Mesothelioma  Applied Research  Foundation in
October 2005 and in August 2005, was named to the inaugural PharmaVOICE 100 list
of Most Inspiring People in the healthcare industry and was one of only 27 CEO's
recognized.  She earned a B.S.  degree in 1974,  M.S. in 1976 and also completed
graduate studies in 1978 in embryology from Fairleigh Dickenson  University.  In
April 1998,  Ms. Shogen  received the Pinnacle Award from FDU, the highest honor
the University bestows on its graduates. She is a Phi Beta Kappa graduate.

      John P.  Brancaccio  joined the Board of  Directors in January  2004.  Mr.
Brancaccio has been the chief  financial  officer of  Accelerated  Technologies,
Inc., an incubator for venture backed medical device  companies.  He also serves
on the boards of Callisto  Pharmaceuticals,  Inc.,  Xenomics,  Inc. and FermaVir
Pharmaceuticals,  Inc.  all  of  which  are  publicly  traded  biopharmaceutical
companies where he is chairman of their respective Audit Committees.  He was the
secretary and treasurer of Memory Pharmaceuticals Corporation from December 2003
to March 2004 after  serving in the  capacity of their  acting  chief  financial
officer from May 2002 to December  2003.  Prior to Memory  Pharmaceuticals,  Mr.
Brancaccio  held the positions of chief  financial  officer and chief  operating
officer of Eline Group, a publicly traded entertainment and media company, where
he oversaw the roll up of several related companies into the group and completed
private equity  financing  placements.  Prior to joining Eline Group,  he held a
number of senior executive  positions in public and private companies  including
Atlantic  Pharmaceuticals,  Zambon  Corporation,  Deven International and Health
Learning  Systems.  During his tenure with these  companies he  participated  in
initial  public  offerings  and the  negotiating  of licensing  and  development
agreements within both the pharmaceutical and biotechnology  industries. He is a
retired Certified Public Accountant and a graduate of Seton Hall University.


                                       9


      Stephen K. Carter,  M.D.  joined the Board of  Directors  in May 1997.  In
addition,  Dr. Carter serves as a senior clinical consultant to Sugen, Inc. From
1995  through  1997,  he  served  as  Senior  Vice  President  of  Research  and
Development for  Boehringer-Ingelheim  Pharmaceuticals.  Before this, Dr. Carter
spent over 13 years with  Bristol-Myers  Squibb, an international  leader in the
development  of  innovative  anti-cancer  and  anti-viral  therapies.  He held a
variety  of  senior  executive  research  and  development  positions  while  at
Bristol-Myers,  including  serving  for five years as Senior Vice  President  of
worldwide  clinical  research and  development  of its  Pharmaceutical  Research
Institute.  From  1976  to  1982,  he  established  and  directed  the  Northern
California Cancer Program. Prior to this, he held a number of positions during a
nine-year  tenure at the National  Cancer  Institute,  including the position of
Deputy Director at the National  Institutes of Health. He has also been a member
of the faculties of the medical schools of Stanford  University,  the University
of California at San Francisco and New York University. Dr. Carter has published
extensively on the development of anti-cancer  drugs, was the co-founding editor
of journals devoted to cancer therapeutics or immunology,  and has served on the
editorial  boards  of a  number  of  additional  journals  dedicated  to  cancer
treatment.  He is a member of the  American  Society of Clinical  Oncology,  the
American Association for Cancer Research,  and the Society of Surgical Oncology,
as well as several  other  medical  societies.  Dr.  Carter earned his B.A. from
Columbia  University  and his M.D. from New York Medical  College.  He currently
serves on the Boards of Directors  of Callisto  Pharmaceuticals,  Inc.,  Cytogen
Corporation,  Celator  Pharmaceuticals,  Inc., Vion  Pharmaceuticals,  Emisphere
Technologies, Inc. and Tapestry Pharmaceuticals, Inc.

      Donald R. Conklin joined the Board of Directors in May 1997.  Prior to his
retirement in May 1997, Mr. Conklin was a senior executive with Schering-Plough,
a major  worldwide  pharmaceutical  firm.  During  his more  than 35 years  with
Schering-Plough,  he held a variety of key management positions within the firm.
From 1986 to 1994, he served as President of Schering-Plough Pharmaceuticals and
Executive  Vice-President of Schering-Plough  Corporation.  In this position, he
was responsible for worldwide pharmaceutical operations, including the launch of
INTRON  A(R)  (interferon  alfa-2b).  Prior to this,  Mr.  Conklin had served as
President  of  Schering  USA and  had  held a  variety  of  executive  marketing
positions in the United States, Europe, and Latin America. Immediately preceding
his retirement,  he was Chairman of Schering-Plough  Health Care Products and an
Executive Vice President of  Schering-Plough  Corporation.  Mr. Conklin received
his B.A. with highest  honors from Williams  College and his M.B.A.  degree from
the Rutgers  University School of Business.  He currently serves on the Board of
Directors of Ventiv Health, Inc. and Vertex Pharmaceuticals, Inc.

      James J.  Loughlin  joined the Board of  Directors  in January  2004.  Mr.
Loughlin retired as a partner with KPMG LLP ("KPMG") in September 2003, where he
was responsible for the  Pharmaceuticals  Practice,  Life Sciences and Chemicals
division.  During his career, Mr. Loughlin served in various executive positions
throughout KPMG,  including Managing Partner of the firm's Milwaukee,  Wisconsin
office, Partner-in-Charge of Human Resources for the United States in the firm's
National Executive Office in New York, and  Partner-in-Charge  of Audit Practice
in the firm's Short Hills,  New Jersey office.  Mr. Loughlin was also elected to
and served on the firm's Board of Directors from 1995 until 2000.  Mr.  Loughlin
has   gained   extensive   experience   serving   multinational   pharmaceutical
manufacturing  and  distribution  companies.  Mr. Loughlin is a Certified Public
Accountant.  He received his B.S. in accounting  from St.  Peter's  College.  He
currently serves on the Board of Directors of Datascope Corporation.

      David Sidransky,  M.D.,  joined our Board of Directors May 2004 and serves
as Chairman of our  Scientific  Advisory  Board.  Dr.  Sidransky is a founder of
several private  biotechnology  companies and has served on numerous  scientific
advisory  boards of many  private  and public  companies,  including  Medimmune,
Telik, Roche and Amgen. He was formerly on the board of scientific counselors at
the NIDCR and a member of the Recombinant DNA advisory committee at the National
Institute of Health NIH (RAC). He currently  serves on the Board of Directors of
ImClone  Systems,  Zila,  Inc. and Xenomics,  Inc. Dr.  Sidransky is on numerous
editorial  boards and has  served as senior  editor of  several  cancer  related
journals.  Currently,  Dr. Sidransky is the Director of the Head and Neck Cancer
Research Division at Johns Hopkins  University School of Medicine.  In addition,
he is Professor of Oncology,  Otolaryngology-Head  and Neck Surgery,  Cellular &
Molecular Medicine,  Urology, Genetics, and Pathology at John Hopkins University
and  Hospital.  Dr.  Sidransky  is  certified  in Internal  Medicine and Medical
Oncology  by the  American  Board of  Medicine.  He has  over 300  peer-reviewed
publications,  and has contributed  more than 50 cancer reviews and chapters and
also has numerous  issued  biotechnology  patents.  He has been the recipient of
many awards and honors, including the 1997 Sarstedt International prize from the
German Society of


                                       10


Clinical Chemistry,  1998 Alton Ochsner Award Relating Smoking and Health by the
American  College of Chest  Physicians and the 2004 Hinda Rosenthal Award by the
American Association of Cancer Research.

      Paul Weiss,  Ph.D.,  joined our Board of Directors in February  2003.  Dr.
Weiss is President of the Gala Biotech business unit of Cardinal Health.  He had
served as a  director  on Gala's  Board  from 1998 to 2001,  when he joined  the
management  team as Senior  Vice  President  of Business  Development.  He later
became  President of Gala and has remained so since the  acquisition  of Gala by
Cardinal  Health in 2003.  Prior to  joining  Gala  Design,  Dr.  Weiss was Vice
President of Technology and Product  Licensing at 3-Dimensional  Pharmaceuticals
(3DP) from 1998 to 2001,  which went  public in 2001 and was later  acquired  by
J&J.  Prior to joining  3DP,  Dr.  Weiss was  Director  of  Licensing  for Wyeth
Pharmaceuticals.  Dr. Weiss holds a Ph.D.  in  Biochemistry  and an MBA from the
University  of  Wisconsin-Madison  and a B.Sc.  in  Biochemistry  from  Carleton
University Institute of Biochemistry in Ottawa, Ontario.

Family relationships

      There are no family  relationships among any of the Company's directors or
executive officers.

Board recommendation and stockholder vote required

      The Board of  Directors  recommends a vote FOR the election of each of the
nominees named above.  (Proposal No. 1 on the proxy card).  The affirmative vote
of a plurality  of the votes  represented  in person or by proxy and entitled to
vote, cast at the meeting is required for the election of directors.

How often did the Board meet during 2006?

      The Board of Directors  met eight times during the 2006 fiscal year.  Each
director  attended at least 75% of the total number of meetings of the Board and
committees on which he or she served.

Which directors are "independent"?

      The Board of Directors has  determined  that the  following  directors are
"independent"  under the current Nasdaq rules:  John P.  Brancaccio,  Stephen K.
Carter, M.D., Donald R. Conklin, James J. Loughlin and Paul M. Weiss, Ph.D.

How are directors compensated?

      Each  member of the  Board who is not an  employee  of  Alfacell  receives
$10,000 per annum in consideration of the member's serving on the Board, payable
in four equal quarterly installments.  Each Board member who was not an employee
of Alfacell also received $1,000 for each Board meeting attended in person, $500
for each Board meeting attended  telephonically and reimbursement for travel and
related expenses  incurred in connection with attendance at meetings.  Under our
director compensation  policies,  directors who also serve as executive officers
do not receive compensation for their service on our board of directors.

      In May  1997  and in  December  1997,  the  Board  of  Directors  and  the
stockholders,  respectively,  approved our 1997 Stock Option Plan, which,  among
other  things,  provides  for  automatic  grants of  options  under a formula to
non-employee directors which are independent directors for purposes of this plan
on an annual  basis.  The formula  provides  that (i) on each December 31st each
independent director  automatically receives an option to purchase 15,000 shares
of our  Common  Stock,  or the  regular  grant;  and  (ii)  on the  date of each
independent  director's  initial  election to the Board of Directors,  the newly
elected independent  director  automatically  receives an option to purchase the
independent  director's  pro rata share of the regular  grant  which  equals the
product of 1,250  multiplied  by the  number of whole  months  remaining  in the
calendar year, or the pro rata grant.  Each option granted pursuant to a regular
grant and a pro rata  grant  vests and  becomes  exercisable  on  December  30th
following  the date of grant.  An option will not become  exercisable  as to any
shares  unless the  independent  director has served  continuously  on the Board
during the year  preceding  the date on which such options are scheduled to vest
and become  exercisable,  or from the date the  independent  director joined the
Board  until the date on which the  options  are  scheduled  to vest and


                                       11


become exercisable.  However,  if an independent  director does not fulfill such
continuous  service  requirement  due to the  independent  director's  death  or
disability all options held by the  independent  director  nonetheless  vest and
become  exercisable  as  described  herein.  An option  granted  pursuant to the
formula remains exercisable for a period of five years after the date the option
first becomes  exercisable.  The per share  exercise  price of an option granted
under the formula is equal to the closing  price of our Common Stock on the date
of grant.

      In  addition  to  the  regular  option  grants  awarded  to  each  of  the
independent  or  non-employee  directors  of the Company  during the fiscal year
ended July 31, 2006, the  non-employee  directors  were awarded a  discretionary
grant  pursuant to the 1997 Stock  Option  Plan.  Pursuant to the  discretionary
grants,  each  non-employee  director  was granted an option to  purchase  5,000
shares of our Common  Stock.  The exercise  price and vesting  schedules for the
regular and discretionary  grants are set forth in the table titled  "Directors'
Stock Options" below.

                            DIRECTORS' STOCK OPTIONS

      During the fiscal year ended July 31, 2006,  the following  independent or
non-employee  directors were granted options under  Alfacell's 1997 Stock Option
Plan as set forth above.

Name                               Number of Options(1)        Exercise Price
-----------------------------      --------------------        --------------

John P. Brancaccio                        20,000                   $1.89

Stephen K. Carter, M.D.                   20,000                   $1.89

Donald R. Conklin                         20,000                   $1.89

James J. Loughlin                         20,000                   $1.89

David Sidransky, M.D.                     20,000                   $1.89

Paul M. Weiss, Ph.D.                      20,000                   $1.89

----------
(1)   All the options  listed here were granted on December  31,  2005,  vest on
      December 30, 2006 and expire on December 30, 2011.

                           BOARD COMMITTEE MEMBERSHIP

What committees has the Board established?

      The Board of Directors  has standing  Compensation,  Nominating  and Audit
Committees.  The current  membership of the standing  committees is set forth in
the following table.

                                  Compensation     Nominating         Audit
      Name                          Committee       Committee       Committee
      --------------------        ------------     ----------       ---------

      John P. Brancaccio              **               *                *

      Donald R. Conklin                *

      James J. Loughlin                                 *              **

      Paul M. Weiss, Ph.D.             *                                *

      ----------
      *     Member

      **    Chair


                                       12


      Compensation  Committee.  All of the  members of  Alfacell's  Compensation
Committee are considered "independent  directors," as independence is defined in
Rule  4200(a)(15)  of the National  Association of Securities  Dealers  ("NASD")
listing standards. In fiscal year 2006, the Compensation Committee met twice.

The Compensation Committee's primary functions are to:

      o     Approve  executive  compensation,  including the corporate goals and
            objectives to be used in evaluating  the  performance of the CEO and
            determining the CEO's compensation;

      o     Approve salary ranges and bonus plans for non-executive officers;

      o     Administering  stock  plans and  benefit  programs  and  approve any
            amendments to existing plans;

      o     Recommend director compensation; and

      o     Review the compensation policy for all of Alfacell's employees.

      Nominating  Committee.   All  of  the  members  of  Alfacell's  Nominating
Committee are considered "independent  directors," as independence is defined in
Rule  4200(a)(15)  of the National  Association of Securities  Dealers  ("NASD")
listing standards.  The Nominating Committee was formed by the Board on November
7, 2006 for the  purpose  of  considering  future  nominees  to the  Board.  The
Nominating  Committee  has not yet appointed a Chair.  In fiscal year 2006,  the
Nominating Committee did not meet because the Committee had not yet been formed.
The  Nominating  Committee  has not yet adopted a charter,  but intends to do so
imminently.

      Audit  Committee.  All of the members of  Alfacell's  Audit  Committee are
considered   "independent   directors,"  as  independence  is  defined  in  Rule
4200(a)(15) of the National  Association of Securities  Dealers ("NASD") listing
standards  and  Section  10A(m)(3)  of the  Exchange  Act.  Alfacell's  Board of
Directors has determined that Mr. Loughlin and Mr. Brancaccio  qualify as "audit
committee  financial  experts" as defined by Item 401(h) of  Regulation  S-K. In
fiscal year 2006, the Audit Committee met four times.

      On November 9, 2003, the Board of Directors adopted Alfacell Corporation's
Audit Committee  Charter.  A copy of the Audit Committee  Charter is included as
Appendix A to this Definitive  Proxy  Statement.  According to the Charter,  the
Audit  Committee  shall be comprised of at least three  directors,  each of whom
shall  meet the  independence  requirements  of the Nasdaq  National  Market and
Section  10A(m)(3) of the Securities  Exchange,  and each of whom shall not have
participated  in the  preparation of the financial  statements of the Company at
any time during the past three years. The Audit Committee's purpose,  duties and
responsibilities  under its  charter  include  those  specified  in the  listing
standards of the Nasdaq Stock Exchange for audit committees.

      The Charter  describes  the primary  functions  of the Audit  Committee as
follows:

      o     To appoint,  evaluate and, as the  Committee  may deem  appropriate,
            terminate and replace our independent  registered  public accounting
            firm;

      o     To monitor the  independence  of our independent  registered  public
            accounting firm;

      o     To  determine  the  compensation  to  be  paid  to  our  independent
            registered public accounting firm;

      o     To review with  management  and our  independent  registered  public
            accounting firm the effect of regulatory and accounting  initiatives
            as well as off-balance  sheet structures on the Company's  financial
            statements;

      o     To review the experience and qualifications of the senior members of
            the  independent  registered  public  accounting  firm  team and the
            quality  control  procedures  thereof.  To review the experience and
            qualifications of our Company's senior finance executives;

      o     To pre-approve all audit services and permitted  non-audit  services
            to be performed by our independent registered public accounting firm
            and to establish  policies and  procedures for the


                                       13


            engagement of our independent  registered  public accounting firm to
            provide permitted non-audit services;

      o     To conduct  annual  reviews and  assessments  of the adequacy of our
            Charter and the continued independence of the independent registered
            public  accounting  firm and recommend  any proposed  changes to the
            Board for approval;

      o     To review all related-party  transactions for potential  conflict of
            interest situations and approve such related-party transactions;

      o     To establish  procedures for the confidential and anonymous receipt,
            retention  and  treatment  of  complaints  regarding  the  Company's
            accounting, internal controls and auditing matters; and

      o     To report to the Board on such matters.

             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

      As of July 31, 2006, the Audit Committee of Alfacell's  Board of Directors
was composed of James J.  Loughlin,  Chairman,  John P.  Brancaccio  and Paul M.
Weiss, Ph.D., all of whom were non-employee directors.  All members of the Audit
Committee were independent as independence is defined in Rule 4200(a)(15) of the
NASD listing  standards and Section  10A(m)(3) of the Exchange  Act.  Alfacell's
Board of Directors has determined that Messrs.  Loughlin and Brancaccio  qualify
as audit  committee  financial  experts as defined by Item 401(h) of  Regulation
S-K.

      On  November  9,  2003,  the Board of  Directors  adopted a written  Audit
Committee  charter, a copy of which is attached as Appendix A to this Definitive
Proxy  Statement.  Such  charter  requires  the  Company  to meet the  rules and
regulations of the Securities and Exchange Commission and the Sarbanes-Oxley Act
of 2002.  The  members  of the Audit  Committee  meet  current  audit  committee
requirements.  Alfacell  will  endeavor to  continue  to meet all current  audit
committee  requirements.  The Audit Committee is charged with the responsibility
of selecting and appointing the independent  registered  public  accounting firm
and has chosen to have the selection ratified by stockholders.

      Management  is  responsible  for  Alfacell's  internal  controls  and  the
financial reporting process. Alfacell's independent registered public accounting
firm is responsible for performing an independent audit of Alfacell's  financial
statements  and  management's  assessment  of internal  control  over  financial
reporting in  accordance  with the  standards of the Public  Company  Accounting
Oversight  Board (United  States) and to issue a report on Alfacell's  financial
statements,   internal  control  over  financial  reporting,   and  management's
assessment of internal control over financial  reporting.  The Audit Committee's
responsibility  is to monitor and oversee these  processes.  In carrying out its
oversight  responsibilities,  the Audit  Committee is not  providing any expert,
professional  or  special  assurances  as to  our  financial  statements  or any
professional  certification.  The  Audit  Committee  relies  on the  information
provided and representations  made to it by management,  and also on the reports
on our financial  statements  that it receives from our  independent  registered
public accounting firm.

      In this  context,  the Audit  Committee  has  reviewed and  discussed  the
financial  statements  with  management and our  independent  registered  public
accounting firm.  Management  represented to the Audit Committee that Alfacell's
financial  statements  were prepared in accordance  with  accounting  principles
generally accepted in the United States. The Audit Committee  discussed with the
independent  registered  public accounting firm matters required to be discussed
by Statement on Auditing Standards No. 61, Communications with Audit Committees,
as amended.

      Alfacell's independent registered public accounting firm also provided and
discussed  with  the  Audit  Committee  the  written   disclosure   required  by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees).   The  Audit   Committee  also  reviewed  and  discussed  with  the
independent registered public accounting firm the firm's independence.

      Based  upon the  Audit  Committee's  discussion  with  management  and the
independent  registered public accounting firm and the Audit Committee's  review
of the representation of management and the report of the independent registered
public accounting firm to the Audit Committee,  the Audit Committee  recommended
to the


                                       14


Board  of  Directors  that the  audited  financial  statements  be  included  in
Alfacell's  Annual  Report on Form 10-K for the year ended  July 31,  2006 filed
with the Securities and Exchange Commission on October 16, 2006.

      In addition,  the Audit Committee has approved the  reappointment  of J.H.
Cohn LLP as our independent  registered  public  accounting firm for fiscal year
2007, and has submitted the  reappointment  to the stockholders for ratification
at this annual meeting. The Audit Committee  pre-approved the terms of the audit
services to be provided by our independent registered public accounting firm for
fiscal year 2007.

      This  report  is  respectfully  submitted  by the  members  of  the  Audit
Committee of the Board.

                                            James J. Loughlin, Chairman
                                            John P. Brancaccio
                                            Paul M. Weiss, Ph.D.

                          COMMUNICATIONS WITH DIRECTORS

      Stockholders or other interested parties may communicate with any director
or committee of the Board by writing to them c/o Chairman of the Board, Alfacell
Corporation,  225 Belleville Avenue,  Bloomfield,  New Jersey 07003. Comments or
questions  regarding the  Company's  accounting,  internal  controls or auditing
matters  will be  referred  to  members  of the  Audit  Committee.  Comments  or
questions  regarding the nomination of directors and other corporate  governance
matters will be referred to the appropriate independent directors.

      The Company has a policy of encouraging all directors to attend the annual
stockholder  meetings.  All of our  directors  attended  the annual  meeting for
fiscal year 2005.

                     PRINCIPAL ACCOUNTANT FEES AND SERVICES

      In accordance with the requirements of the Sarbanes-Oxley Act of 2002 (the
"Act") and the Audit Committee's  charter,  all audit and audit-related work and
all non-audit work performed by the  independent  registered  public  accounting
firm,  J.H. Cohn LLP, is approved in advance by the Audit  Committee,  including
the proposed fees for such work. The Audit Committee is informed of each service
actually rendered that was approved through its pre-approval process.

Audit fees

      Audit  fees  billed  to  Alfacell  by J.H.  Cohn LLP for the  audit of the
financial   statements,   internal   control  over  financial   reporting,   and
management's assessment of internal control over financial reporting included in
Alfacell's  Annual  Report  on Form  10-K,  audit of  reviews  of the  financial
statements  included in Alfacell's  Quarterly Reports on Form 10-Q, work related
to Alfacell's  registration statements and consultation on accounting topics for
the years ended July 31, 2006 and July 31, 2005 totaled  approximately  $188,000
and $108,000 respectively.

Audit-related fees

      None.

Tax fees

      None.

All other fees

      None.


                                       15


                      IDENTIFICATION OF EXECUTIVE OFFICERS



      Name               Age                Current Position With Company              Officer Since (1)
-----------------       -----     -------------------------------------------------    -----------------

                                                                                    
Kuslima Shogen            61      Chief Executive Officer and Chairman of the Board          1981

Robert D. Love(2)         56                   Chief Financial Officer                       2005


(1)   Officers of Alfacell  hold office until their  successors  are elected and
      qualified or until their earlier removal, death or resignation.

(2)   Mr. Love will retire as the Company's Chief Financial  Officer on December
      31, 2006.

                    BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS

      Set forth below is certain information regarding the executive officers of
the Company who do not serve on the Board of Directors.

      Robert D. Love has over 25 years of domestic and international  experience
in the pharmaceutical  industry. Mr. Love joined Alfacell as its Chief Financial
Officer in May 2005. He has held  senior-level  positions in Finance,  Corporate
Development  and  Marketing  with P&L  responsibility  at large,  privately-held
companies as well as major, publicly traded global pharmaceutical  corporations.
From 2003 to 2005,  Mr.  Love served as Senior  Vice  President,  CFO and COO of
TriGenesis Therapeutics,  Inc., a start-up specialty pharmaceutical company that
he  co-founded.  From 1998 through 2002, he served as both Senior Vice President
in  charge of  Business  Partnering  and  Senior  Vice  President,  Finance  and
Acquisitions   at  Quintiles   Transnational   Corporation/Innovex,   a  leading
pharmaceutical  services  organization.  Prior to  Innovex,  Mr. Love was CFO at
Mutual Pharmaceuticals/United Research Labs from 1995 to 1998. From 1976 through
1995,  he held  several  senior  management  positions  at  SmithKline  Beecham,
including Vice President and Director, Strategic Product Development - Worldwide
from 1993 to 1995, Vice President,  CFO in the UK - one of the Company's largest
ex-U.S.  operations - from 1991 to 1993,  and Director,  Finance - North America
from 1988 to 1991.  Mr.  Love began his career as an  accountant  at Coopers and
Lybrand in 1972. He earned a B.A. in Accounting  from Rutgers  University  and a
M.B.A. with a concentration in Finance/Marketing  from Villanova University.  He
is a Certified Public Accountant.

                           SUMMARY COMPENSATION TABLE

      The following  table provides a summary of cash and non-cash  compensation
for each of the last three fiscal years ended July 31, 2006,  2005 and 2004 with
respect to the person serving as Alfacell's  Chief Executive  Officer during the
year  ended  July  31,  2006,  and  Alfacell's  only  other  executive   officer
(collectively, the "Named Officers").



                                                                                           Long-Term
                                                        Annual Compensation               Compensation
                                               --------------------------------------     ------------

                                                                         Other Annual       Securities          All Other
Name and Principal                                              Bonus    Compensation       Underlying        Compensation
Position                        Year           Salary ($)        ($)        ($)(1)          Options (#)           ($)(2)
----------------------          ----           ----------      -------   ------------       -----------       ------------
                                                                                               
Kuslima Shogen                  2006           $215,000          --           --              250,000            $4,891
Chief Executive
Officer, Chairman of            2005           $207,002          --           --              250,000            $6,012
the Board of Directors
                                2004           $150,000(3)       --           --              300,000            $6,058

Robert D. Love                  2006           $180,000          --           --                   --            $2,908
Chief Financial Officer
                                2005           $ 13,846          --           --              400,000                --



                                       16


----------
(1)   Excludes  perquisites and other personal benefits that in the aggregate do
      not  exceed the  lesser of  $50,000  or 10% of the Named  Officer's  total
      annual salary and bonus.

(2)   Consists of Alfacell's annual contributions to a 401(k) plan.

(3)   Unpaid gross salary of $80,780 for the fiscal year ended July 31, 2003 was
      paid during the fiscal year ended July 31, 2004.

                        OPTION GRANTS IN LAST FISCAL YEAR

      The following  table  contains  information  concerning the grant of stock
options to the Named Officers during the fiscal year ended July 31, 2006:



                                              Individual Grants
                        -------------------------------------------------------------   Potential Realizable Value at
                         Number of        % of Total                                     Assumed Annual Rates of Stock
                         Securities         Options                                      Price Appreciation for Option
                         Underlying       Granted to       Exercise or                               Term (2)
                          Options        Employees in       Base Price     Expiration   ------------------------------
        Name            Granted (#)       Fiscal Year      ($/Share)(1)       Date          5%($)            10%($)
----------------------------------------------------------------------------------------------------------------------
                                                                                         
Kuslima Shogen           250,000(3)          47.6%            $1.61         11/17/15      $ 253,130        $ 641,481

Robert D. Love              --                 --               --             --             --               --


----------
(1)   The exercise  price of these options was based on the closing price of our
      Common Stock on the date of grant.

(2)   The amounts set forth in the two columns represent hypothetical gains that
      might be achieved by the optionees if the respective options are exercised
      at the end of their terms. These gains are based on assumed rates of stock
      price appreciation of 5% and 10%.

(3)   The options vest and become  exercisable in accordance  with the following
      schedule:  33,333  options vest one year from grant date,  33,333  options
      vest two years from grant date, 33,334 options vest three years from grant
      date and 150,000  options vest upon the filing of an NDA by the Company on
      or before March 31, 2007. If the Company does not file an NDA by March 31,
      2007, these 150,000 options will be cancelled.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

      The following table sets forth the  information  with respect to the Named
Officers  concerning the exercise of options during 2006 and unexercised options
held as of July 31, 2006.



                                                               Number of Securities               Value of Unexercised
                                                              Underlying Unexercised              In-the-Money Options
                                                              Options at Year-End (#)               at Year-End ($)(2)
                            Shares                         -----------------------------     ------------------------------
                          Acquired on         Value
    Name                  Exercise (#)   Realized ($)(1)   Exercisable     Unexercisable     Exercisable      Unexercisable
--------------            -----------    ---------------   -----------     -------------     -----------      -------------
                                                                                            
Kuslima Shogen            13,445          $ 14,521          758,000          433,000         $ 906,840        $ 659,340

Robert D. Love              None              None           50,000          350,000          $ 99,000        $ 693,000


----------
(1)   Based on the fair market  value of the  purchased  shares on the  exercise
      date less the share exercise price paid.

(2)   The fair market value of the Common Stock at the fiscal year end was based
      on the  average of the high and low trade  prices  ($1.98)  for the Common
      Stock  obtained from the Nasdaq  Capital Market on the last trading day of
      the fiscal year ended July 31, 2006.


                                       17


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      During the fiscal  year ended July 31,  2006,  the members of the Board of
Directors  who served on the  Compensation  Committee  were Messrs.  Brancaccio,
Conklin and Weiss.  All such directors are independent  directors and have never
been  officers  of  Alfacell.  During the fiscal  year ended July 31,  2006,  no
executive  officer of Alfacell served on the Compensation  Committee or Board of
Directors of any other entity which had any executive officer who also served on
the Compensation Committee or Board of Directors of Alfacell.

         REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

      The Compensation  Committee has overall  responsibility for evaluating and
approving the  Company's  executive  officer  compensation  plans,  policies and
programs,  including  compensation  of the Chief Executive  Officer.  During the
fiscal year ended July 31, 2006 the  Compensation  Committee  consisted of three
independent directors. Our compensation program, both for our executive officers
as well as for all employees,  is based on the philosophy  that the interests of
our employees should be closely aligned with those of our stockholders.  As with
many other biotechnology companies,  Alfacell's current level of development and
the highly  volatile nature of  biotechnology  stocks in general makes executive
compensation,  which is normally based on sales and earnings  goals, or strictly
based on stock  performance,  impracticable.  In determining  compensation,  the
Compensation  Committee  generally  reviews the progress made by the  individual
officer in attaining  his or her  individual  goals and the progress made by the
Company  in  its  drug  development  programs.  In  addition,  the  Compensation
Committee keeps the Company's stock performance in mind when making compensation
decisions.  Finally, the Compensation Committee generally reviews and takes into
account competitive factors regarding compensation.  Our compensation program is
based on the following principles:

      o     Compensation  opportunities should attract the best talent, motivate
            individuals to perform at their highest levels,  reward  outstanding
            achievement,  and retain the  leadership  and skills  necessary  for
            building long-term stockholder value;

      o     A bonus  potential  which is tied directly to operating  objectives;
            and

      o     A long-term  incentive  award  generally in the form of stock option
            grants to increase ownership in the Company and encourage executives
            to manage from the perspective of owners of the Company.

Chief Executive Officer's Compensation

      The  compensation  paid in the fiscal  year ended  July 31,  2006,  to the
Company's Chief Executive  Officer and the other executive  officer named in the
Summary Compensation Table above consisted of base salary and stock options. The
compensation  level for each of these  executives  in the fiscal year ended July
31, 2006, was based on the  Compensation  Committee's  evaluation of a number of
factors,  including the executive's position and  responsibilities,  service and
accomplishments and present and expected future value to the Company.

      This report is respectfully  submitted by the members of the  Compensation
Committee of the Board.

                                                   John P. Brancaccio, Chairman
                                                   Donald R. Conklin
                                                   Paul M. Weiss, Ph.D.


                                       18


                      STOCKHOLDER RETURN PERFORMANCE GRAPH

      The graph below  summarizes  the total  cumulative  return  experienced by
Alfacell's  stockholders  during  the  five-year  period  ended  July 31,  2006,
compared to the Nasdaq Stock Market Index and the Nasdaq  Pharmaceutical  Index.
The  changes  for the  periods  shown in the  graph  and  table are based on the
assumption that $100.00 was invested in Alfacell Corporation Common Stock and in
each index below on July 31, 2001 and that all cash dividends  were  reinvested.
The table does not forecast performance of our common stock.

                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
             AMONG ALFACELL CORPORATION, THE NASDAQ COMPOSITE INDEX
                      AND THE NASDAQ PHARMACEUTICAL INDEX

 [THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL.]

                                             Cumulative Total Return
                               -------------------------------------------------
                                 7/01     7/02    7/03     7/04    7/05     7/06

ALFACELL CORPORATION           100.00    38.95  153.49   767.44  246.51   232.56
NASDAQ COMPOSITE               100.00    67.67   85.86    95.83  110.84   109.27
NASDAQ PHARMACEUTICAL          100.00    63.79   96.67    90.77  109.88   109.45

      *     $100 invested on 7/31/01 in stock or index-including reinvestment of
            dividends. Fiscal year ending July 31.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Since July 31, 2005, the Company was a party to the following transactions
in which  the  amount  involved  exceeded  $60,000  and in which  any  executive
officers, directors, holders of more than 5% of our capital stock and members of
such persons  immediate  families had or will have a direct or indirect material
interest.

      At fiscal  years  ended July 31,  2006 and 2005,  $170,870  and  $161,342,
respectively  were due from Kuslima  Shogen,  the Company's  CEO, from which the
Company earned 8% interest in the amount of  approximately  $9,500 on the unpaid
principal balance for each of the fiscal years 2006 and 2005. This loan was made
prior to July 30, 2002 and has not since been  materially  modified,  thus it is
not in violation of the Sarbanes-Oxley Act of 2002.


                                       19


      On July 7, 2006, our board of directors unanimously approved the amendment
of  outstanding  warrants to purchase  110,000  shares of our common  stock at a
purchase price of $1.50 per share held by Kuslima Shogen, our CEO, extending the
expiration date of the warrants from July 7, 2006 to July 14, 2006, resulting in
the  expiration  of the original  warrants  and the deemed grant of  replacement
warrants.

      On July 19, 2006,  we completed a private  placement  pursuant to which we
issued an  aggregate  of  6,457,172  shares of our  restricted  common  stock to
certain  accredited  investors  for a per  share  purchase  price of $1.75 or an
aggregate  purchase price of  approximately  $11.3  million.  The investors also
received warrants to purchase up to an additional 6,457,172 shares of our common
stock.  Knoll Capital Fund II Master Fund, Ltd. and Europa  International,  Inc.
("Europa"),  which are part of a group of shareholders  including Fred Knoll and
Knoll Capital  Management  (the "Knoll Group") which  beneficially  owns greater
than 5% of our capital stock, each purchased 214,286 shares of our common stock,
and  warrants  to  purchase  214,286  shares of our common  stock in the private
placement at the same price and on the same terms as the other  investors in the
private  placement.  The  securities  sold in the  financing  were  subsequently
registered on a Form S-3 in accordance  with the terms of a registration  rights
agreement between the Company and the investors.

      Concurrent with the closing of the financing described above, we agreed to
amend a warrant held by Knoll  Capital Fund II (an affiliate of the Knoll Group)
to purchase  592,500  shares of our common stock and a warrant held by Europa to
purchase  592,500  shares  of  our  common  stock   (collectively,   the  "Knoll
Warrants").  The Knoll  Warrants  were amended to reduce the  exercise  price to
$2.88 per share and to restrict the  exercisability of the warrants so that they
will not be  exercisable  until  January 19, 2007.  Otherwise,  the terms of the
Knoll Warrants remained unchanged.

      See also,  "Summary  Compensation Table" and "Option Grants in Last Fiscal
Year" included elsewhere in this proxy statement.

         PROPOSAL NO. 2 -- RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
                                 ACCOUNTING FIRM

      The Audit Committee selected our independent  registered public accounting
firm, reviewed the scope of the annual audit and pre-approved  audit-related and
other services to be performed by the independent  registered  public accounting
firm. After evaluating their performance in fiscal 2006, the Audit Committee has
selected J.H. Cohn LLP as our independent  registered public accounting firm for
our fiscal year 2007 ending July 31, 2007. You are requested to ratify the Audit
Committee's  appointment  of J.H.  Cohn  LLP as  independent  registered  public
accounting firm for our fiscal 2007. A  representative  of J.H. Cohn LLP will be
present at the Annual Meeting and will have the  opportunity to make  statements
if he/she desires to do so. Such representative is also expected to be available
to respond to appropriate questions from stockholders present at the meeting.

Board recommendation and stockholder vote required

      The  Board  of  Directors  recommends  a  vote  FOR  ratification  of  the
appointment  of  J.H.  Cohn  LLP as  Alfacell's  independent  registered  public
accounting  firm for the year ending July 31, 2007  (Proposal No. 2 on the proxy
card). The affirmative vote of a majority of the shares represented in person or
by proxy at the meeting and  entitled to vote on the  proposal  will be required
for approval.

      If the  appointment  is not  ratified,  the Audit  Committee  will  select
another  independent  registered  public  accounting firm. If the appointment is
ratified,  the Audit Committee reserves the right to appoint another independent
registered public accounting firm.

                                 CODE OF ETHICS

      Alfacell has adopted a written Code of Business  Conduct and Ethics ("Code
of Ethics") that applies to the Company's principal executive officer, principal
financial officer, principal accounting officer, controller and to all its other
employees.  These  standards  are a guide to help ensure that all our  employees
live  up to our  high  ethical  standards.  A copy  of the  Code  of  Ethics  is
maintained on our website at www.alfacell.com.


                                       20


      We intend to post on our  website,  any  amendment  to or waiver  from any
provision in our Code of Ethics that applies to our principal executive officer,
principal  financial officer,  principal  accounting  officer or controller,  or
persons  performing  similar  functions,  and that relates to any element of the
standards enumerated in the rules of the Securities and Exchange Commission.

                                  ANNUAL REPORT

      Alfacell's  2006 Annual Report on Form 10-K for the fiscal year ended July
31, 2006, including audited financial statements,  filed with the Securities and
Exchange Commission on October 16, 2006, accompanies this proxy statement.

                             STOCKHOLDERS' PROPOSALS

      It is  anticipated  that  Alfacell's  fiscal year 2007  Annual  Meeting of
Stockholders  will be  held  on or  about  January  31,  2008.  In  order  for a
stockholder  to have a proposal  included in the proxy  statement for the fiscal
year 2007 annual  stockholders'  meeting, the proposal must comply with both the
procedures  identified by Rule 14a-8 under the  Securities  Exchange Act, and be
received  in writing by  Alfacell's  Secretary  on or before  5:00 P.M.  Eastern
Standard  Time on August 24, 2007.  Such a proposal  will be  considered  at the
fiscal year 2007 annual stockholders' meeting.

      In the event a stockholder does not meet the August 24, 2007 deadline, the
stockholder  can still give notice of a proposal to be  presented  at the fiscal
year 2007 annual  stockholders'  meeting until November 7, 2007,  however,  such
proposal will not be included in the proxy  materials  relating to such meeting.
Such a proposal  will be  considered  timely  within  Rule  14a-4(c)  and may be
considered at the fiscal year 2007 annual  stockholders'  meeting if it complies
with Rule 14a-8.

      Any proposal  received after November 7, 2007 will be considered  untimely
within  14a-4(c) of the Exchange Act and the persons named in the proxy for such
meeting may  exercise  their  discretionary  voting  power with  respect to such
proposal.

                                     GENERAL

      The  expenses  of  preparing  and  mailing  this proxy  statement  and the
accompanying proxy card and the cost of solicitation of proxies, if any, will be
borne by Alfacell. In addition to the use of mailings,  proxies may be solicited
by personal interview,  telephone and telegraph, and by directors,  officers and
regular employees of Alfacell without special compensation  therefore.  Alfacell
expects to  reimburse  banks,  brokers and other  persons  for their  reasonable
out-of-pocket  expenses in handling  proxy  materials for  beneficial  owners of
Alfacell's Common Stock.

      Unless contrary  instructions  are indicated on the proxy card, all shares
of  Common  Stock  represented  by  valid  proxies  received  pursuant  to  this
solicitation  (and not  revoked  before they are voted) will be voted FOR all of
the proposals described in this proxy statement.

                                  OTHER MATTERS

      The Board of Directors  knows of no other matters to be brought before the
Annual Meeting.  If matters other than the foregoing  should arise at the Annual
Meeting,  it is intended that the shares represented by proxies will be voted in
accordance  with the  judgment  of the persons  named in the proxy card.  Please
complete, sign and date the enclosed proxy card, which is revocable as described
herein, and mail it promptly in the enclosed postage-paid envelope.

                                  By Order of the Board of Directors,


                                  /s/ Kuslima Shogen
                                  ------------------
                                  Kuslima Shogen
                                  Chief Executive Officer, Chairman of the Board

Dated: December 22, 2006


                                       21


                                   APPENDIX A

                             AUDIT COMMITTEE CHARTER

      Audit  Committee (the  "Committee")  is appointed by and generally acts on
behalf of the Board of Directors (the "Board") to assist the Board in monitoring
(1) the  integrity of the  financial  statements  of Alfacell  Corporation  (the
"Company"),  (2) the  compliance by the Company with ethical  policies and legal
and regulatory requirements, (3) the appointment, compensation,  qualifications,
independence  and performance of the Company's  internal and external  auditors,
(4)  the  performance  of the  Company's  internal  audit  function  and (5) the
financial  reporting  process and systems of internal  accounting  and  Internal
Controls.

      The Audit Committee shall be comprised of at least three  directors,  each
of whom shall meet the  independence  requirements of the Nasdaq National Market
and Section  10A(m)(3) of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act"),  as  amended,  and  each of  whom  shall  not  have  participated  in the
preparation  of the  financial  statements of the Company at any time during the
past three years.

      Under current Nasdaq rules, all directors on the Audit Committee must meet
certain  financial  literacy  requirements,  and at least one  member  must have
increased  financial  sophistication.  A  director  who  qualifies  as an  audit
committee  financial  expert under Item 401(h) of Regulation S-K of the Exchange
Act is presumed to qualify as having  increased  financial  sophistication.  The
Company will diligently work to attempt to ensure that the Committee meets these
experience requirements at soon as reasonably possible.

      The Audit  Committee shall have the authority to retain and obtain funding
for special legal, accounting or other consultants to advise the Committee.  The
Audit  Committee  may  request  any  officer or  employee  of the Company or the
Company's  outside  counsel  or  independent  auditor to attend a meeting of the
Committee  or to meet with any members  of, or  consultants  to, the  Committee.
Audit  Committee  members  receive  no  compensation  other  than  for  Board or
Committee services.

      The Audit Committee shall make regular reports to the Board.

      The Audit Committee shall:

      1.    Review with  management  and the  independent  auditor the effect of
            regulatory and accounting  initiatives as well as off-balance  sheet
            structures on the Company's financial statements;

      2.    Review with  management  and the  independent  auditor the Company's
            quarterly financial  statements prior to the filing of the Company's
            Form  10-Q,  including  the  results  of the  independent  auditor's
            reviews of the quarterly financial statements;

      3.    Recommend to the Board the appointment of the  independent  auditor,
            which firm is ultimately  accountable to the Audit Committee and the
            Board;

      4.    Review the  experience and  qualifications  of the senior members of
            the independent  auditor team and the quality control  procedures of
            the independent auditor. Review the experience and qualifications of
            the Company's senior finance executives;

      5.    Approve the fees to be paid to the independent auditor;

      6.    Evaluate  together with the Board the performance of the independent
            auditor  and,  whether  it  is  appropriate  to  rotate  independent
            auditors  on  a  regular  basis.  If  so  determined  by  the  Audit
            Committee, recommend that the Board replace the independent auditor;


                                       22


      7.    Recommend  to the  Board  guidelines  for the  Company's  hiring  of
            employees  of  the  independent  auditor  who  were  engaged  on the
            Company's account;

      8.    Obtain from the  independent  auditor  assurance that Section 10A of
            the Private  Securities  Litigation  Reform Act of 1995 has not been
            implicated;

      9.    Pre-approve  all audit  services to be  provided by the  independent
            auditor;

      10.   Pre-approve all permitted  non-audit services to be performed by the
            independent  auditor and establish  policies and  procedures for the
            engagement of the independent auditor to provide permitted non-audit
            services.  Current guidelines are set forth on Exhibit A attached to
            this Charter;

      11.   Review  and   reassess   the   adequacy  of  this  Charter  and  the
            independence of the independent  auditor  annually and recommend any
            proposed changes to the Board for approval;

      12.   Receive periodic reports from the independent  auditor regarding the
            auditor's independence  consistent with Independence Standards Board
            Standard  1,  discuss  such  reports  with  the  auditor,  and if so
            determined by the Audit  Committee,  take or recommend that the full
            Board take  appropriate  action to oversee the  independence  of the
            auditor;

      13.   Review  the  annual  audited  financial   statements  and  quarterly
            financial   statements  with  management,   including  major  issues
            regarding  accounting and auditing  principles and practices as well
            as the adequacy of internal controls that could significantly affect
            the Company's financial statements;

      14.   Review  an  analysis  prepared  by  management  and the  independent
            auditor of significant financial reporting issues and judgments made
            in  connection  with  the  preparation  of the  Company's  financial
            statements;

      15.   Meet  periodically  with  management to review the  Company's  major
            financial  risk  exposures  and the  steps  management  has taken to
            monitor and control such exposures;

      16.   Review  major  changes  to the  Company's  auditing  and  accounting
            principles  and practices as suggested by the  independent  auditor,
            internal auditors or management;

      17.   Review  the  appointment  and  replacement  of the  senior  internal
            auditing executive;

      18.   Review  the  significant  reports  to  management  prepared  by  the
            internal auditing department and management's responses;

      19.   Meet with the  independent  auditor prior to the audit to review the
            planning and staffing of the audit;

      20.   Discuss  with the  independent  auditor the  matters  required to be
            discussed by Statement on Auditing  Standards No. 61 relating to the
            conduct of the audit;

      21.   Review with the independent auditor any problems or difficulties the
            auditor may have  encountered and any management  letter provided by
            the auditor and the Company's  response to that letter.  Such review
            should include:


                                       23


            (a)   Any difficulties  encountered in the course of the audit work,
                  including  any  restrictions  on the  scope of  activities  or
                  access to required information;

            (b)   Any  changes  required in the  planned  scope of the  internal
                  audit; and

            (c)   The internal  audit  department  responsibilities,  budget and
                  staffing.

      22.   Prepare  the  report  required  by the rules of the  Securities  and
            Exchange  Commission  to be included in the  Company's  annual proxy
            statement;

      23.   Advise  the  Board  with  respect  to  the  Company's  policies  and
            procedures regarding compliance with applicable laws and regulations
            and with the Company's Code of Business Conduct and Ethics;

      24.   Meet at least annually with the chief financial officer,  the senior
            internal auditing executive and the independent  auditor in separate
            executive sessions;

      25.   Review all  related-party  transactions  for  potential  conflict of
            interest situations and approve such related-party transactions;

      26.   Establish  policies for the hiring of employees and former employees
            of the independent auditor; and

      27.   Establish  procedures for the  confidential  and anonymous  receipt,
            retention  and  treatment  of  complaints  regarding  the  Company's
            accounting, internal accounting controls and auditing matters.

      While the Audit Committee has the responsibilities and powers set forth in
this  Charter,  it is not the duty of the  Audit  Committee  to plan or  conduct
audits or to determine that the Company's financial  statements are complete and
accurate and are in accordance with generally  accepted  accounting  principles.
This is the responsibility of management and the independent  auditor. Nor is it
the  duty  of  the  Audit  Committee  to  conduct  investigations,   to  resolve
disagreements,  if any,  between  management and the  independent  auditor or to
assure  compliance  with laws and regulations and the Company's Code of Business
Conduct and Ethics. Any responsibilities  that the Audit Committee has the power
to act upon, may be recommended to the Board to act upon.


                                       24


                                                                       Exhibit A

                       Guidelines for the Retention of the
                   Independent Auditor for Non-Audit Services

Allowable Non-Audit Services

      o     Foreign statutory audits

      o     11K and ERISA audits

      o     Carve-out audits in connection with divestitures

      o     Tax compliance including preparation and filing returns

      o     Tax counseling

      o     Due diligence assistance in connection with M&A transactions

      o     Providing "comfort letters" in connection with securities offerings

      o     Litigation   support   involving   disputes   related  to  financial
            statements audited by the independent auditor

Unallowable Non-Audit Services

      o     Information Technology consulting services

      o     Human Resources consulting services

      o     Management consulting services

      o     Valuation services

      o     M&A transaction structuring services


                                       25


                              ALFACELL CORPORATION
                                      PROXY
                                  COMMON STOCK

                        ANNUAL MEETING: JANUARY 31, 2007
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      Kuslima  Shogen and Paul Weiss,  and each of them,  as proxies,  with full
power of substitution in each of them, are hereby authorized to represent and to
vote as designated  below and on the reverse side upon the following  proposals,
and in the  discretion of the proxies on such other matters as may properly come
before the Annual Meeting of Stockholders of Alfacell  Corporation to be held at
the Liberty International Airport Marriott Hotel, Newark International  Airport,
Newark, New Jersey 07114 on Wednesday, January 31, 2007 at 2:00 p.m. local time,
or any  adjournment(s),  postponement(s)  or other delay(s) thereof (the "Annual
Meeting"),  all shares of common stock of Alfacell to which the  undersigned  is
entitled to vote at the Annual Meeting.  The following  proposals are more fully
described  in the Notice of Annual  Meeting and Proxy  Statement  for the Annual
Meeting dated December 22, 2006 (receipt of which is hereby acknowledged).

      UNLESS OTHERWISE DIRECTED,  THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSAL 2 AND WILL BE VOTED,
EITHER FOR OR AGAINST,  AT THE DISCRETION OF THE PROXIES,  ON SUCH OTHER MATTERS
AS MAY  PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING.  THE  BOARD  OF  DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSALS 1 AND 2.

(Continued and to be dated and signed on the reverse side.)

                                                         ALFACELL CORPORATION
                                                         225 BELLEVILLE AVENUE
                                                         BLOOMFIELD, NJ 07003


                                       26


1. To elect seven (7)    FOR all nominees     |_|   WITHHOLD AUTHORITY  |_|
   directors             listed below               for all nominees
                                                    listed below

                         FOR ALL EXCEPT        |_|
                         those nominees that
                         I have listed below

      Nominees: Kuslima Shogen, John P. Brancaccio, Stephen K. Carter, Donald R.
Conklin, James J. Loughlin, David Sidransky and Paul M. Weiss. (INSTRUCTIONS: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT"
BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)


      Exceptions:_______________________________________________________________

2.    To ratify  the  appointment  of J.H.  Cohn LLP as  Alfacell's  independent
      registered  public  accounting  firm for the fiscal  year  ending July 31,
      2007.

         FOR     |_|              AGAINST    |_|            ABSTAIN    |_|

3.    To transact  such other  business as may  properly  come before the Annual
      Meeting.

                                        PLEASE  CHECK  THIS BOX IF YOU EXPECT TO
                                        ATTEND THE ANNUAL MEETING IN PERSON. |_|
                                        (Please  sign exactly as name appears to
                                        the left, date and return. If shares are
                                        held by joint tenants, both should sign.
                                        When signing as an  attorney,  executor,
                                        administrator,   trustee  or   guardian,
                                        please  give  full  title as such.  If a
                                        corporation,   please   sign   in   full
                                        corporate  name by  president  or  other
                                        authorized  officer.  If a  partnership,
                                        please  sign  in  partnership   name  by
                                        authorized person.)


                                        Please Date:  __________________________


                                        Sign Here:  ____________________________


                                        ________________________________________
                                          Additional Signature (if held jointly)

                  Votes must be indicated in Black or Blue ink.

                PLEASE SIGN AND DATE AND RETURN YOUR PROXY TODAY


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