SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 9, 2004

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

           Delaware                       0-11088                   22-2369085
(State or other jurisdiction of         (Commission               (IRS Employer
        incorporation)                  File Number)             Identification)

               225 Belleville Avenue, Bloomfield, New Jersey 07003
               (Address of principal executive offices) (Zip Code)

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


     ----------------------------------------------------------------------
          (Former name or former address, if changed since last report)



ITEM 7.01. Regulation FD Disclosure

Alfacell Corporation, a leader in the research and development of ribonucleases
for anti-cancer and other therapeutic applications, today announced that The
Nasdaq Stock Market, Inc. has approved the company for re-listing on the NASDAQ
SmallCap Market. The Company's common stock will begin trading on the NASDAQ
SmallCap Market at 9:30 a.m. on Thursday, September 9, 2004. A copy of the press
release is attached hereto as Exhibit 99.1 which is furnished herewith and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section.

The Company will host a conference call at 11:00 a.m. Eastern Time on September
15, 2004, to update investors regarding recent developments. To participate in
the conference call, investors should dial 913-981-4901 approximately five
minutes prior to 11 a.m. on September 15, 2004. A replay of the conference call
will be available through September 22, 2004 by dialing 719-457-0820. The Access
Code for the replay will be 884252.

This Form 8-K includes statements that may constitute "forward-looking"
statements, usually containing the words "believe", "estimate", "project",
"expect" or similar expressions. Any such forward-looking statements are based
on assumptions that the Company believes are reasonable, but are subject to a
wide range of risks and uncertainties and, therefore, there can be no assurance
that actual results may not differ materially from those expressed or implied by
such forward-looking statements. Factors that would cause or contribute to such
differences include, but are not limited to, uncertainties involved in
transitioning from concept to product, uncertainties involving the ability of
the Company to finance research and development activities, potential challenges
to or violations of patents, uncertainties regarding the outcome of clinical
trials, the Company's ability to secure necessary approvals from regulatory
agencies, dependence upon third-party vendors, and other risks discussed in the
Company's periodic filings with the Securities and Exchange Commission. By
making these forward-looking statements, the Company undertakes no obligation to
update these statements for revisions or changes after the date of this Form
8-K.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               Dated: September 9, 2004


                                               By: /s/ Andrew Savadelis
                                                   -----------------------
                                                   Andrew Savadelis
                                                   Chief Financial Officer