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):

                                December 3, 2002

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

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

</TABLE>

             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 December 3, 2002,  Aphton  Corporation  (the  "Company")  entered into a
placement agency agreement (the "Agreement")  with Life Science Group,  Inc., as
placement  agent,  in  connection  with the sale and  issuance by the Company of
1,520,000 shares (the "Shares") of the Company's common stock, $0.001 par value.
The Shares will be issued pursuant to a Registration Statement on Form S-3 (File
No.  333-92058)  (the  "Registration  Statement")  filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.  The Agreement
is filed as Exhibit 1.1 hereto.

     On December 3, 2002, the Company sold 1,520,000 shares of registered common
stock at $2.375 per share for gross proceeds of $3,610,000.  Life Science Group,
Inc.  acted  as  placement  agent  in  connection  with  the  transaction.   The
transaction was priced at a 6.86% discount to the last sale on December 2, 2002.
The transaction is scheduled to close on Friday, December 6, 2002.

     The proceeds of the financing will be used for general corporate  purposes,
including to fund Aphton's  on-going clinical trials and operations while Aphton
negotiates  with  one or  more  strategic  partners  to  structure  a  worldwide
agreement  that could provide  substantial  funds to Aphton,  immediate and over
time, if and when negotiations are successfully concluded.

     A registration  statement  relating to these securities has been filed with
and declared  effective by the  Securities and Exchange  Commission.  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  in one Phase III and
three  Phase  II  clinical  trials  developing  products  using  its  innovative
vaccine-like   technology  for   neutralizing   hormones  that   participate  in
gastrointestinal  system and reproductive  system cancer and non-cancer diseases
worldwide.  Aphton has several strategic alliances including strategic alliances
with Aventis Pasteur (NYSE: AVE) for treating  gastrointestinal system and other
cancers with G17DT in North America and Europe; and GlaxoSmithKline  (NYSE: GSK)
for reproductive system cancer and non-cancer diseases worldwide; and others.



ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

               1.1  Placement Agency Agreement,  dated December 3, 2002, between
                    Aphton Corporation and Life Science Group, Inc.

               99.1 Text of Press Release of the Company dated December 3, 2002.
<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: December 3, 2002