----------------------
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                 AMENDMENT NO. 1
                                       ON
                                   FORM 10-K/A
(MARK ONE)
        ( )                Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities and Exchange Act of 1934 (Fee Required)
                            For the Fiscal Year Ended ________________

                                       Or

        (X)             Transition Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934 (No Fee Required)
            For the transition period from February 1, 2001 to December 31, 2001

                           Commission File No. 0-19122
                                   -----------

                               APHTON CORPORATION
                         80 SW Eighth Street, Suite 2160
                              Miami, Florida 33130
                                 (305) 374-7338
Incorporated in                                                  I.R.S. Employer
Delaware                                                         Identification
                                                                 No. 95-3640931

           Securities Registered pursuant to Section 12(g) of the Act:
                         Common Stock ($.001 par value)
                             ----------------------
                               Title of Each Class

               Number of shares of Common Stock ($.001 par value)
                  Outstanding as of March 26, 2002: 20,101,639

            Aggregate market value of Common Stock ($.001 par value)
                    held by non-affiliates on March 26, 2002
          based on the last sale price on March 26, 2002: $206,674,858

                     Indicate by check mark if disclosure of
                    delinquent filers pursuant to Item 405 of
                     Regulation S-K is not contained herein
            and will not be contained to the best of the registrant's
            knowledge, in definitive proxy or information statements
                  incorporated by reference in Part III of this
                       Form 10-K or any amendment to this
                                 Form 10-K. (X)

                       Documents Incorporated by Reference

                   Document                                 Part of Form 10-K
                   --------                                 -----------------
     Proxy Statement for the 2002 Annual                        Part III
           Meeting of Stockholders



<PAGE>


                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to amend Item 14(b) to
incorporate by reference certain additional exhibits which have previously been
filed with the Securities and Exchange Commission. The remaining portions of the
original Form 10-K are not being amended.


                                    PART III

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)  Documents filed as part of this Form 10-K

(i)  Financial Statements:

     Reports of Independent Certified Public Accountants

     Balance Sheets as of December 31, 2001 and January 31, 2001

     Statements of Operations  for the eleven months ended December 31, 2001 and
     for the years ended January 31, 2001 and 2000

     Statements of  Stockholders'  (Deficit)  Equity for the eleven months ended
     December 31, 2001 and for the years ended January 31, 2001 and 2000

     Statements of Cash Flows for the eleven months ended  December 31, 2001 and
     for the years ended January 31, 2001 and 2000

     Notes to the Financial Statements

(ii) Financial Statements Schedules:

     Financial  Statement  Schedules  are  omitted  because  they are either not
     required,  not applicable,  or the information is included in the Financial
     Statements or Notes thereto.

(b)  Exhibits

     Exhibit Number                 Description

        3.1     Certificate of Incorporation (Incorporated by reference to the
                Registrant's Current Report on Form 8-K filed on January 30,
                1998).

        3.3     By-Laws (Incorporated by reference to the Registrant's Current
                Report on Form 8-K filed on January 30, 1998).

        10.1A*  Collaboration and License Agreement by and between Aphton
                Corporation and SmithKline Beecham PLC (now GlaxoSmithKline)
                dated as of June 12, 1998 (Incorporated by reference to the
                Registrant's Amended Annual Report on Form 10-K/A for the year
                ended January 31, 2001 filed on January 29, 2002).

        10.1B*  Amendment No. 1 dated May 10, 2000 to the Collaboration and
                License Agreement by and between Aphton Corporation and
                SmithKline Beecham PLC dated as of June 12, 1998 (Incorporated
                by reference to the Registrant's Amended Annual Report on Form
                10-K/A for the year ended January 31, 2001 filed on January 29,
                2002).

        10.1C*  Amendment No. 2 dated July 2, 2001 to the Collaboration and
                License Agreement by and between Aphton Corporation and
                SmithKline Beecham PLC dated as of June 12, 1998, as amended
                through Amendment No. 1 dated May 10, 2000 (Incorporated by
                reference to the Registrant's Amended Annual Report on Form
                10-K/A for the year ended January 31, 2001 filed on January 29,
                2002).

        10.2A*  Co-Promotion Agreement and License by and between Aphton
                Corporation and Connaught Laboratories Limited dated as of
                February 14, 1997 (Incorporated by reference to the Registrant's
                Amended Annual Report on Form 10-K/A for the year ended January
                31, 2001 filed on January 29, 2002).

        10.2B*  Aphton Supply Agreement by and between Aphton Corporation and
                Connaught Laboratories Limited (a Pasteur Merieux Connaught
                company, now Aventis Pasteur) dated as of August 1, 1998
                (Incorporated by reference to the Registrant's Amended Annual
                Report on Form 10-K/A for the year ended January 31, 2001 filed
                on January 29, 2002).

        10.2C*  PMC Supply Agreement by and between Aphton Corporation and
                Connaught Laboratories Limited dated as of August 1, 1998
                (Incorporated by reference to the Registrant's Amended Annual
                Report on Form 10-K/A for the year ended January 31, 2001 filed
                on January 29, 2002).

        10.2D*  Letter Agreement by and between Aphton Corporation and Connaught
                Laboratories Limited dated as of August 25, 1998 (Incorporated
                by reference to the Registrant's Amended Annual Report on Form
                10-K/A for the year ended January 31, 2001 filed on January 29,
                2002).

        23.1    Consent of Ernst & Young LLP, Independent Certified Public
                Accountants.

        23.2    Consent of PricewaterhouseCoopers LLP, Independent Certified
                Public Accountants.

(c)  Reports on Form 8-K

     During the three-month period ending December 31, 2001, the Company did not
     file any reports on Form 8-K.

     Subsequent to year end, the Company filed the following current reports on
     Form 8-K:

     -    on January 23, 2002, announcing the completion of patient recruitment
          for the Company's gastric cancer clinical trial;

     -    on January 31, 2002, announcing the effectiveness of a registration
          statement on Form S-3 to sell 1,500,000 shares of the Company's common
          stock;

     -    on February 5, 2002, disclosing the existence of an underwriting
          agreement among the Company, UBS Warburg LLC and Morgan Keegan & Co.,
          Inc.;

     -    on February 5, 2002, announcing the sale of 1,345,000 shares of the
          Company's common stock;

     -    on February 7, 2002, announcing the closing of the offer and sale of
          1,345,000 shares of the Company's common stock;

     -    on February 11, 2002, disclosing that a scientific collaborator of the
          Company had announced interim results of a gastric cancer Phase II
          clinical trial at the 12th International Congress in Paris on
          anti-cancer treatment;

     -    on March 18, 2002, disclosing certain preliminary unaudited summary
          financial information of the Company for the period ended December 31,
          2001;

     -    on March 18, 2002, disclosing the existence of an underwriting
          agreement between the Company and Morgan Keegan & Co., Inc.;

     -    on March 21, 2002, announcing the closing of the offer and sale of
          1,200,000 shares of the Company's common stock.

*    Confidential treatment request granted by the Securities and Exchange
     Commission for portions of these agreements.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Aphton Corporation has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized, in the city of Miami,
Florida, on the 11th day of July, 2002.

                                   APHTON CORPORATION


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