ALFACELL CORP (Form: 4, Received: 10/23/2009 14:45:27)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* CARTER STEPHEN	2. Issuer Name and Ticker or Trading Symbol ALFACELL CORP [ ACEL.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O ALFACELL CORPORATION, 300 ATRIUM DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 10/21/2009
(Street) SOMERSET, NJ 08873 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

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

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock (right to buy) ⁽¹⁾	$1.49	10/21/2009		D			5000	⁽²⁾	2/8/2013 ⁽²⁾	Common stock	5000	⁽²⁾	0	D
Common stock (right to buy) ⁽¹⁾	$1.49	10/21/2009		A		5000		10/21/2009 ⁽²⁾	2/8/2013 ⁽²⁾	Common stock	5000	⁽²⁾	5000	D
Common stock (right to buy) ⁽¹⁾	$1.72	10/21/2009		D			25000	⁽²⁾	12/31/2013 ⁽²⁾	Common stock	25000	⁽²⁾	0	D
Common stock (right to buy) ⁽¹⁾	$1.72	10/21/2009		A		25000		10/21/2009 ⁽²⁾	12/31/2013 ⁽²⁾	Common stock	25000	⁽²⁾	25000	D
Common stock (right to buy) ⁽¹⁾	$.24	10/21/2009		D			25000	⁽²⁾	12/31/2014 ⁽²⁾	Common stock	25000	⁽²⁾	0	D
Common stock (right to buy) ⁽¹⁾	$.24	10/21/2009		A		25000		10/21/2009 ⁽²⁾	12/31/2014 ⁽²⁾	Common stock	25000	⁽²⁾	25000	D

Explanation of Responses:
( 1)	Issued under the Company's 2004 Stock Incentive Plan and qualified under Rule 16b-3(d).
( 2)	The reported transactions involved an amendment of the exercise period of an outstanding option award, resulting in the deemed cancellation, for purposes of Section 16, of the "existing" option and the grant of a "replacement" option. The existing option had an exercise period of 6 years from the initial date of grant provided that, if the reporting person left the company's board of directors, the option was exercisable for one year from such date. The existing option was amended to provide that if the reporting person leaves the company's board of directors, the option will be exercisable for two years from the date such person leaves the board. The existing option was also amended to provide that the option is immediately exercisable as of the date of amendment.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CARTER STEPHEN C/O ALFACELL CORPORATION 300 ATRIUM DRIVE SOMERSET, NJ 08873	X

Signatures
/s/ Stephen Carter		10/23/2009
^** Signature of Reporting Person		Date

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