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

                               Aphton Corporation
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             (Exact name of registrant as specified in its charter)



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


             80 S.W. Eighth Street, Suite 2160, Miami, Florida 33130
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               (Address of principal executive offices) (zip code)

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


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          (Former name or former address, if changed since last report)
<PAGE>

ITEM 5.  OTHER EVENTS.

               On March 31, 2003, Aphton  Corporation (the "Company")  announced
that the Company issued and sold in a private placement convertible, redeemable,
5-year,  interest-bearing  notes and warrants to three institutional  investors,
including a substantial  participation by two existing investors in the Company,
for proceeds of $15 million in the first tranche  closing;  the proceeds will be
wired the following day. The notes are convertible at a fixed price of $2.50 per
share;  as part of the transaction the Company also issued to the investors five
year  warrants  with a fixed  exercise  price of $2.70 per share  (both are at a
premium to the market price of the common  stock as of the last closing  price),
unless otherwise adjusted prior to conversion  pursuant to the provisions of the
notes and warrants. The Company has the right and obligation to redeem the notes
under  certain  conditions  at any time after the third  year from the  issuance
date. The  securities  have  registration  rights.  In addition,  and subject to
certain conditions, the Company is obligated to sell and one of the investors is
obligated  to  purchase  an  additional  $5 million  of such notes and  warrants
convertible  into shares of the Company's common stock,  also with  registration
rights, in the second tranche. In compliance with regulatory  requirements,  the
Company  intends to hold a  shareholder's  meeting to approve certain aspects of
the transaction;  in connection with the shareholder's  meeting, the Company has
already secured irrevocable proxies from certain of its existing shareholders to
vote in  favor  of the  transaction  and  believes  that it will  have a  strong
favorable majority vote.

     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.

     The securities have not been  registered  under the Securities Act of 1933,
as  amended,  and  may  not be  offered  or sold  in the  United  States  absent
registration or an exemption from the registration requirements.

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


         (c)  Exhibits.

              4.1   Securities Purchase  Agreement,  dated as of March 31, 2003,
                    by  Aphton  Corporation  and  the  investors  listed  on the
                    Schedule of Buyers attached thereto.

              4.2   Registration  Rights Agreement,  dated as of March 31, 2003,
                    by and among Aphton Corporation and the undersigned buyers.

              4.3   Form of Initial Senior Convertible Note.

              4.4   Form of Additional Senior Convertible Note.

              4.5   Form of Warrant.

              4.6   Form of Voting Agreement.

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

<PAGE>

                                   SIGNATURES

     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