UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
Alfacell Corp.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
015404106
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 015404106 13G Page 1 of 4 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Knoll Capital Management, LP
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
Joint Filer
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,281,430
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,281,430
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,281,430
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.22%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 015404106 13G Page 2 of 4 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fred Knoll
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
Joint Filer
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,281,430
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,281,430
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,281,430
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.22%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 015404106 13G Page 3 of 4 Pages
Item 1(a). Name of Issuer:
Alfacell Corporation (the "Issuer")
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
225 Belleville Avenue
Bloomfield, New Jersey 07003
____________________________________________________________________
Item 2(a). Name of Persons Filing:
Knoll Capital Management LP ("KCMLP")
Fred Knoll ("Knoll")
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
The principal business address for each of KCMLP and Knoll is 237
Park Avenue, 9th Floor, New York, New York 10166.
____________________________________________________________________
Item 2(c). Citizenship:
KCMLP is a Limited Partnership formed and existing under the laws of
the State of Delaware. Knoll is a citizen of the United States.
____________________________________________________________________
Item 2(d). Title of Class of Securities:
This statement on Schedule 13G is being filed with respect to Common
Stock, $0.001 par value per share (the "Common Stock") of the
Issuer.
____________________________________________________________________
Item 2(e). CUSIP Number:
015404106
____________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a: Not Applicable.
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 015404106 13G Page 4 of 4 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The information in items 1 and 5 through 11 on each of the cover pages
on this Schedule 13G is hereby incorporated by reference.
______________________________________________________________________
(b) Percent of class:
The information in items 1 and 5 through 11 on each of the cover pages
on this Schedule 13G is hereby incorporated by reference.
______________________________________________________________________
(c) Number of shares as to which such person has:
The information in items 1 and 5 through 11 on each of the cover pages
on this Schedule 13G is hereby incorporated by reference.
The 2,281,430 shares of the Common Stock of the Issuer covered by this
Schedule 13G are beneficially owned by KCMLP as the investment manager for (i)
Europa International Inc. ("Europa"), an equity fund which holds 1,187,450
shares of the Common Stock on the date hereof; (ii) Knoll Capital Fund II Master
Fund ("Fund II"), an equity fund which holds 1,074,630 shares of the Common
Stock on the date hereof; and (iii) Knoll Special Opportunities Fund
("Opportunities") which holds 19,350 shares of the Common Stock on the date
hereof. Knoll is the principal partner and president of KCMLP and as such has
the power to vote and dispose of the shares of Common Stock owned by each of
Europa, Fund II and Opportunities.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities check the
following [ ].
Not Applicable
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
As set forth in Item 4(c), the shares of Common Stock covered by this
Schedule 13G are owned by persons other than KCMLP and Knoll, none of
whom holds five percent or more of the securities reported herein.
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
Not Applicable
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not Applicable.
______________________________________________________________________
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 7, 2006 KNOLL CAPITAL MANAGEMENT, LP
By: /s/ Fred Knoll
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Name: Fred Knoll
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Title: President
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Dated: February 7, 2006 /s/ Fred Knoll
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Fred Knoll
Dated: February 7, 2006 EUROPA INTERNATIONAL, INC.
By: /s/ Fred Knoll
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Name: Fred Knoll
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Title: Investment Manager
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Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely fling of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate.
Dated: February 7, 2006 KNOLL CAPITAL MANAGEMENT, LP
By: /s/ Fred Knoll
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Name: Fred Knoll
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Title: President
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Dated: February 7, 2006 /s/ Fred Knoll
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Fred Knoll
Dated: February 7, 2006 EUROPA INTERNATIONAL, INC.
By: /s/ Fred Knoll
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Name: Fred Knoll
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Title: Investment Manager
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