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):

                                  March 31, 2003

<TABLE>
<CAPTION>
                               Aphton Corporation
---------------------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<S>                                     <C>                             <C>

        Delaware                        0-19122                        95-3640931
---------------------------- ------------------------------- --------------------------------
(State or Other Jurisdiction    (Commission File Number)            (I.R.S. Employer
    of Incorporation)                                            Identification Number)


              80 SW Eighth Street, Suite 2160, Miami, Florida 33130
---------------------------------------------------------------------------------------------
               (Address of principal executive offices) (zip code)

                                 (305) 374-7338
---------------------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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


</TABLE>

<PAGE>

ITEM 5.  OTHER EVENTS.

     On March 31, 2003, Aphton Corporation (the "Company") announced that taking
into full account the $20 million  financing package announced earlier that day,
the Company's Board of Directors  determined that it is not in the best interest
of the Company's shareholders to restructure the existing Co-Promotion Agreement
and License with Aventis  Pasteur to treat human cancers with G17DT and that the
Letter of Intent (LOI) of December 19, 2002 to  restructure  the agreement  with
Aventis, expired as of that day.

     While retaining its favorable royalty split,  which is in excess of 50%, in
its  agreement  with Aventis  Pasteur for countries in North America and Europe,
the Company  will pursue its primary  objective of filing for approval to market
G17DT for  monotherapy for advanced  pancreatic  cancer patients in the European
Union,  Canada and Australia by September  2003.  With the expiration of the LOI
agreement,  the Company  will  resume its  intention  to license,  in return for
royalties, up-front fees and milestone payments: a) G17DT to treat human cancers
in markets worldwide outside of North America and Europe,  including  especially
in Japan, with a focus there on gastric cancer therapy;  b) monoclonal  antibody
products to target gastrointestinal system cancers,  worldwide; and c) G17DT for
non-cancer therapy, to treat gastroesophageal reflux disease (GERD),  worldwide.
While  pursuing  these  objectives,  the Company  intends to reduce its spending
during the next twelve months by more than 60% to less than $16 million from the
approximately  $40 million  during the twelve  months of fiscal year 2002.  This
amount is believed  sufficient to fund the highly focused  activities  discussed
above.

     The Company  agrees  with the  prevalent  view that in the  current  market
environment,  biotechnology  companies have been essentially  separated into two
major  segments;  those with  commercial  products and those that are continuing
development work on potential commercial products.  The Company believes that it
may be able to move  from the  latter  to one that  has an  approved  commercial
product  in a  relatively  short  period  of time.  The  transition  to having a
commercial product, followed by revenues and a positive cash flow is consistent,
in management's opinion, with the expectation of higher values for the Company's
shareholders.  The Company  believes  that it has reached the  decisive  turning
point  in  its  corporate  development  and  in the  pursuit  of  its  corporate
objectives.

     The Company's  anti-gastrin targeted therapy induces antibodies in patients
that bind to both gastrin 17 and  gly-gastrin  and remove them from  circulation
before they can bind to the cancer cell and initiate cell growth. Gastrin 17 and
gly-gastrin  are  believed  to be  central  growth  factors,  or the  initiating
signals, for cell growth, cell proliferation and metastasis (spread) in gastric,
i.e. stomach, pancreatic, esophageal, colorectal and other gastrointestinal (GI)
system cancers. This signaling program is accomplished by gastrin binding to the
large numbers of gastrin  receptors which appear, de novo, in the great majority
of  cases,  on tumor  cell  surfaces  throughout  the  gastrointestinal  system.
Interrupting   this  process  by  immunizing  the  patient  with  the  Company's
anti-gastrin immunogen is a precisely "targeted" immunotherapy. This specificity
of  targeting  only cancer  cells  occurs  because  gastrin is not  secreted and
gastrin  receptors  are not  found on cells in the GI  system,  unless  they are
malignant,  or on the path to  malignancy,  except for those cells involved with
normal acid secretion.  Hence,  inhibiting gastrin inhibits factors contributing
to tumor growth and metastasis,  or spread. The Company's  anti-gastrin targeted
therapy  adds a  biological  dimension  to  the  treatment  of  gastrointestinal
cancers.


<PAGE>

Aphton Corporation is a biopharmaceutical  company developing products using its
innovative  targeted  immunotherapy  technology for  neutralizing  hormones that
participate  in  gastrointestinal  system  and  reproductive  system  cancer and
non-cancer  diseases.  Aphton has strategic  alliances with Aventis  Pasteur for
treating  gastrointestinal  system and other cancers with G17DT in North America
and  Europe;  GlaxoSmithKline  for  reproductive  system  cancer and  non-cancer
diseases worldwide; and others.



ITEM 7. EXHIBITS.

        (c) Exhibits.

            99.1     Text of Press Release of the Company dated March 31, 2003.




                                      -2-
<PAGE>


                                    SIGNATURE

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



                     APHTON CORPORATION
                     (Registrant)

                     By:        /s/ Frederick W. Jacobs
                          -----------------------------------------------
                          Name: Frederick W. Jacobs
                          Title: Vice President, Chief Financial Officer,
                                 Treasurer and Chief Accounting Officer

Dated: March 31, 2003