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):

                                February 24, 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            (Commission                 (I.R.S. Employer
 Jurisdiction of            File Number)              Identification Number)
 Incorporation)

             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 February 24, 2003, Aphton Corporation (the "Company") announced that the
Company  sold  500,000  shares  of  registered   common  stock  from  its  shelf
registration  statement  on Form S-3 at $2.96  per  share  (the  average  of the
closing bid prices of the common stock for the five days preceding  pricing) for
gross proceeds of  $1,480,000,  and 150,000  unregistered  warrants in a private
placement at $0.125 per warrant for gross proceeds of $18,750.  Each warrant has
registration  rights and entitles the holder  thereof to purchase a share of the
Company's common stock at a price of $2.96 per share (the average of the closing
bid prices of the common stock for the five days preceding pricing) for the next
five years. The purchaser is a private equity fund located in New York.

     The proceeds of the financing will be used for general corporate  purposes,
including to fund the Company's on-going clinical trials and operations.

     A registration  statement  relating to the common stock has been filed with
and declared effective by the Securities and Exchange  Commission.  The warrants
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.

     This  press  release  shall  not   constitute  an  offer  to  sell  or  the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer,  solicitation or sale would be unlawful, prior
to registration or qualification under the securities laws of any such state.

     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.  FINANCIAL STATEMENTS AND EXHIBITS.


     (c) Exhibits.

         99.1  Engagement   Letter,   dated  February  20,  2003,  among  Aphton
               Corporation,  Wharton Capital Partners,  Ltd. and Wharton Capital
               Markets, LLC.

         99.2  Stock Purchase Agreement, dated February 21, 2003, between Aphton
               Corporation and Mainfield Enterprises Inc.

         99.3  Text of Press Release of the Company dated February 24, 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: February 24, 2003