As filed with the Securities and Exchange Commission on October 26, 2000

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             ----------------------

                               APHTON CORPORATION
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            95-3640931
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                               444 BRICKELL AVENUE
                                  SUITE 51-507
                            MIAMI, FLORIDA 33131-2492
                                 (305) 374-7338
                   (Address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                           ---------------------------

                                 PHILIP C. GEVAS
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               APHTON CORPORATION
                               444 BRICKELL AVENUE
                                  SUITE 51-507
                            MIAMI, FLORIDA 33131-2492
                                 (305) 374-7338
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                            TIMOTHY B. GOODELL, ESQ.
                                WHITE & CASE LLP
                           1155 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036

                           ---------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after this Registration Statement becomes effective.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. (  )

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. (X)

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. ( )

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. ( )

    If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
<TABLE>
<CAPTION>
                                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                       PROPOSED MAXIMUM AGGREGATE        PROPOSED MAXIMUM            AMOUNT OF
         TITLE OF SECURITIES            AMOUNT TO         PRICE PER SHARE(1)(2)         AGGREGATE OFFERING      REGISTRATION FEE(2)
          TO BE REGISTERED            BE REGISTERED                                          PRICE(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                      <C>                     <C>
Common Stock, $.001 par value           1,291,509                $26.56                   $34,302,479.04             $9,055.85
====================================================================================================================================

(1)  Estimated solely for the purpose of calculating the Registration Fee in accordance with Rule 457 of the Securities Act of 1933.
                                                           --------------------
(2)  Based on average of the high and low prices of the Common Stock  reported on the Nasdaq  National  Market System on October 23,
     2000. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
     date until the Registrant  shall file a further  amendment which  specifically  states that this  Registration  Statement shall
     thereafter  become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration  Statement
     shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

====================================================================================================================================
</TABLE>
<PAGE>

THE  INFORMATION  IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THESE
SECURITIES  MAY NOT BE SOLD  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  OFFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION, DATED OCTOBER __, 2000

           1,291,509 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE

                               APHTON CORPORATION

     This prospectus  relates to an offering of up to 1,291,509 shares of common
stock of Aphton Corporation, a Delaware corporation.  The shares of common stock
(which we refer to as the  Shares)  may or may not be offered for sale from time
to time by the selling  stockholders.  We will not  receive any of the  proceeds
from the sale of the Shares.

     The  Shares  are  listed on the  Nasdaq  National  Market  under the symbol
"APHT." On October 23, 2000,  the last  reported  sale price of our common stock
reported on Nasdaq was $27.13.

     We have been advised by the selling  stockholders  that they may or may not
sell all or a portion of the Shares  from time to time on Nasdaq.  They may also
make private sales of Shares to  purchasers  directly.  Alternatively,  they may
from time to time offer the Shares  through  underwriters,  brokers,  dealers or
agents,  who may receive  compensation  in the form of  underwriting  discounts,
commissions or concessions.

     INVESTING IN THE SHARES  INVOLVES  RISKS.  SEE "RISK FACTORS"  BEGINNING ON
PAGE 1 OF THIS  PROSPECTUS  FOR A  DISCUSSION  OF  CERTAIN  FACTORS  YOU  SHOULD
CONSIDER BEFORE YOU BUY SHARES.

                              ---------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                              ---------------------

                The date of this prospectus is October ___, 2000
<PAGE>

                                TABLE OF CONTENTS

ABOUT THIS PROSPECTUS..........................................................1

RISK FACTORS...................................................................1

FORWARD-LOOKING STATEMENTS.....................................................7

THE COMPANY....................................................................8

USE OF PROCEEDS................................................................8

THE SELLING STOCKHOLDERS.......................................................9

PLAN OF DISTRIBUTION...........................................................9

LEGAL MATTERS.................................................................12

EXPERTS.......................................................................12

WHERE YOU CAN FIND MORE INFORMATION...........................................12

INCORPORATION OF DOCUMENTS BY REFERENCE.......................................12
<PAGE>

                              ABOUT THIS PROSPECTUS

     This  prospectus  is part of a  registration  statement on Form S-3 that we
filed with the Securities and Exchange  Commission using a "shelf"  registration
process.  Under this process,  the selling  stockholders may, from time to time,
sell up to 1,291,509  Shares in one or more offerings.  This prospectus does not
contain all of the information  included in the  registration  statement and the
exhibits thereto.  Statements  included in this prospectus as to the contents of
any contract or other  document that is filed as an exhibit to the  registration
statement are not necessarily complete and you should refer to that agreement or
document for a complete  description of these matters. You should read both this
prospectus  and  any  prospectus   supplement,   together  with  the  additional
information  described in this prospectus  under the heading "Where You Can Find
More Information."


                                  RISK FACTORS

     If you purchase our Shares,  you will take on a financial risk. In deciding
whether to invest,  you should  carefully  consider the following  factors,  the
information  contained in this prospectus and the other  information to which we
have referred you.  Additional risks and uncertainties not presently known to us
or that we  currently  consider  not  material  may  also  impair  our  business
operations.  If  any  of the  following  risks  actually  occur,  our  business,
financial  condition  or results of  operations  could be  materially  adversely
affected. In such case, the trading price of our common stock could decline, and
you may lose all or part of your investment.

     OUR POTENTIAL PRODUCTS ARE IN THE EARLY STAGES OF PRODUCT DEVELOPMENT.  All
of our potential products are in research and development, and we have generated
no  revenues  from  product  sales.  Our most  advanced  potential  product,  an
immunogen for the treatment of pancreatic  cancer is in Phase III pivotal trials
in the US and Europe. Our other current potential products, for the treatment of
stomach cancer,  colorectal cancer,  gastroesophageal  reflux disease (or GERD),
chronic peptic ulcers,  breast cancer,  endometriosis and prostate cancer are at
the same or even earlier phases of  development.  All of our potential  products
will require  significant  additional  research and  development  and expensive,
extensive, time consuming clinical testing prior to commercial use. Accordingly,
we do not expect to derive  revenues from these  products for a number of years,
if at all.  We can offer no  assurance  that these  potential  products  will be
successfully  developed into  immunogens  that can be  administered to humans or
that any such  immunogen  will prove safe and  effective  in clinical  trials or
cost-effective  to  manufacture  and  administer.  In addition,  we can offer no
assurance that we will not encounter problems in clinical trials that will cause
us to delay or  suspend  a  clinical  trial,  that such of our  products  as are
currently under development will be completed  successfully within any specified
time period,  if at all, that such testing will show such products to be safe or
effective or that any of our products will receive required regulatory approval.
Further, if any of our products do receive regulatory approval,  there can be no
assurance  that we will be capable of  producing  those  products in  commercial
quantities  at reasonable  costs or that those  products will be accepted by the
marketplace.

     WE EXPECT TO CONTINUE TO INCUR OPERATING  LOSSES IN THE NEXT SEVERAL YEARS.
We have experienced significant operating losses since our inception in 1981 and
expect to continue to incur  substantial  operating losses for at least the next
several  years.  We  expect  losses  to  increase  as a result  of the  expenses
associated with clinical testing and research and development. As of January 31,
2000, we had an accumulated deficit of approximately $53 million. Our ability to
achieve profitability  depends upon our ability,  alone or through relationships
with third parties,  to  successfully  develop our  technology and products,  to
obtain required  regulatory  approvals and to manufacture,  market and sell such
products. There can be no assurance that we will ever have profitable operations
or that profitability, if achieved, can be sustained on an ongoing basis.

     We have never paid any  dividends  and do not expect to pay cash  dividends
before significant product revenues, if any, are realized, if then.

     WE HAVE SUBSTANTIAL  CAPITAL  REQUIREMENTS AND WE MAY NOT BE ABLE TO OBTAIN
ADDITIONAL  FINANCING.  The  development  of our  technology  and products  will
require  a  commitment   of   substantial   funds  to  conduct  the  costly  and
time-consuming research and clinical trials necessary for such development.  Our
future  capital  requirements  will  depend  on  many  other  factors  including
continued scientific progress in the research and development  (clinical trials)
of our products,  our ability to  collaborate  with others for the  manufacture,
marketing and sale of our products,  the cost of regulatory approvals,  the cost
of  establishing,   maintaining  and  enforcing  intellectual  property  rights,
competing  technological  and market  developments  and changes in our  existing
research  relationships.  Our net rate of expenditure during the two year period
ended January 31, 2000 averaged approximately $873,000 per month. We anticipate,
however, that the rate of expenditure will increase  substantially as we proceed
through the Phase III clinical trials for our anti-gastrin  immunogen  products.
This rate of expenditure may increase further if we pursue  preclinical  studies
or clinical  trials for our other  products  at a faster rate than we  currently
anticipate.  We believe that our current capital  resources,  which are composed
primarily of cash and cash equivalents, should be sufficient, barring unforeseen
circumstances,  to fund our  operating  expenses  and  capital  requirements  as
currently planned into the year 2002.

     We may seek  additional  financing  through  collaborative  arrangements or
through public or private equity or debt  financings.  There can be no assurance
that additional financing will be available on acceptable terms or at all. If we
raise additional funds by issuing equity  securities,  dilution to the interests
of  stockholders  may result.  If adequate  funds are not  available,  we may be
required to delay,  reduce the scope of or eliminate one or more of our research
or  development   programs  or  to  obtain  funds  through   arrangements   with
collaborative  partners or others that may  require us to  relinquish  rights to
certain  of our  technologies,  potential  products  or  products  that we would
otherwise seek to develop or commercialize ourselves.

     OUR DIFFERENT  APPROACH TO DISEASE TREATMENT MAY NOT PROVE  SUCCESSFUL.  We
believe that our products under  development are based on an approach to disease
therapy and prevention  which  previously has not been used  successfully by any
pharmaceutical or biotechnology  company.  We cannot offer any assurance that we
will successfully  complete our product development  efforts,  that our products
will be proven to be safe and effective, that approval by the U.S. Food and Drug
Administration  ("FDA")  or any  other  applicable  regulatory  agency  will  be
obtained or that medical centers, hospitals,  physicians or patients will accept
our products as readily as current drug  therapies or other forms of  treatment.
Undesirable and unintended side effects or unfavorable  publicity concerning any
of our products or other products  incorporating a similar  approach could limit
or curtail  commercial  use of our products and could have an adverse  effect on
our ability to obtain regulatory  approvals and to achieve physician and patient
acceptance.

     THE  DEVELOPMENT  OF OUR PRODUCTS IS SUBJECT TO EXTENSIVE  REGULATION.  The
research, preclinical development,  clinical trials, manufacturing and marketing
of our  products are subject to extensive  regulation  by numerous  governmental
authorities  in the  United  States  and other  countries.  Clinical  trials and
manufacturing  and  marketing  of products  will  undergo  rigorous  testing and
approval  processes by the FDA and equivalent  foreign  regulatory  authorities,
including  the  Medicines  Control  Agency  ("MCA") in the United  Kingdom.  The
process of obtaining FDA and other required regulatory  approvals is lengthy and
expensive.  The time required for FDA approval is uncertain, and typically takes
a number of years, depending on the type, complexity and novelty of the product.
Since certain of our products  involve the application of new  technologies  and
are based on a new therapeutic  approach,  regulatory  approvals may be obtained
more slowly than for products  produced  using more  conventional  technologies.
Additionally,  we may encounter  delays or  disapprovals  based upon  additional
government regulation resulting from future legislation or administrative action
or changes in FDA or equivalent foreign regulatory policy made during the period
of product development and regulatory review.

     We may apply for MCA approval to commercialize our potential  immunogen for
the  treatment  of one  or  more  of the  gastrointestinal  system  cancers  and
ulcerations  previously  described  prior to applying for similar FDA  approval.
Even if we obtain MCA approval,  FDA approval  would still be required  prior to
marketing  such a  product  in the  United  States.  Although  we have  filed an
Investigational  New Drug  application  ("IND")  (a type of  submission  used to
ultimately  obtain FDA  approval  to market a new drug) with the FDA and the FDA
has  permitted  us to proceed  with  clinical  trials in the  United  States for
pancreatic  cancer and for gastric cancer,  the clinical trials will seek safety
data as well as efficacy data and will require  substantial time and significant
funding.  We cannot  offer any  assurance  that  clinical  trials in the  United
Kingdom or the US or any other country will be fully and successfully  completed
within  any  specified  time  period,  if at  all,  with  respect  to any of our
products. Furthermore, we, the MCA or the FDA may suspend clinical trials at any
time if it is determined that the  participants in such trials are being exposed
to  unacceptable  health risks.  We cannot offer assurance that approval for any
products  we develop  will be granted by  applicable  regulatory  agencies  on a
timely  basis,  if at all, or, if granted,  that the approval will cover all the
clinical  indications  for which we are  seeking  approval  or will not  contain
significant   limitations   in   the   form   of   warnings,    precautions   or
contraindications with respect to conditions of use. Any delay in obtaining,  or
failure to obtain, such approvals would adversely affect our ability to generate
product revenue.  Failure to comply with the applicable regulatory  requirements
can, among other things,  result in fines,  suspensions of regulatory approvals,
product recalls,  operating restrictions and criminal prosecution.  In addition,
the marketing and manufacturing of drugs and biological  products are subject to
continuing FDA review, and later discovery of previously unknown problems with a
product,  its  manufacture  or its  marketing  may  result in the FDA  requiring
further  clinical  research or restrictions on the product or the  manufacturer,
including withdrawal of the product from the market.

     THE INDUSTRY IN WHICH WE OPERATE IS  CHARACTERIZED  BY RAPID  TECHNOLOGICAL
CHANGE AND INTENSE competition. The treatment of diseases such as those to which
our  products are directed is subject to rapid,  unpredictable  and  significant
change.  Our products  under  development  seek to address  certain  cancers and
diseases currently  addressed,  to some extent, by existing or evolving products
and  technologies  of  other   biotechnology   and   pharmaceutical   companies.
Competition from other biotechnology  companies,  large pharmaceutical companies
and universities  and other research  institutions is intense and is expected to
increase.  Many of these companies and institutions have  substantially  greater
resources,  research and  development  staffs and facilities than we do and have
substantially  greater  experience  in  obtaining  regulatory  approval,  and in
manufacturing  and  marketing   pharmaceutical   products.  In  addition,  other
technologies may in the future be the basis of competitive  products.  There can
be no assurance that our competitors will not succeed in developing technologies
and products that are more  effective than those we are developing or that would
render our technology and products obsolete or noncompetitive.

     OUR ABILITY TO ENFORCE OUR PATENTS AND PROPRIETARY RIGHTS IS UNCERTAIN. Our
success will depend in large part on our ability to obtain patents,  both in the
United States and in other countries,  maintain our unpatented trade secrets and
operate  without  infringing  on the  proprietary  rights of others.  The patent
positions of biotechnology and pharmaceutical  companies can be highly uncertain
and involve complex legal and factual  questions,  and therefore the breadth and
enforceability  of  claims  allowed  in  patents  we  have  obtained  cannot  be
predicted.

     We hold issued  patents and have  pending  patent  applications  and patent
applications in preparation.  We intend to file additional patent  applications,
when appropriate, relating to our technologies, improvements to our technologies
and specific products we may develop. We can offer no assurance,  however,  that
our pending applications or patent applications in preparation or to be prepared
will be issued as  patents.  Additionally,  we can offer no  assurance  that any
issued,  pending  or  future  patents  will not be  challenged,  invalidated  or
circumvented,  or that the rights granted will provide proprietary protection or
competitive  advantages to us. If any of our patents are  invalidated or held to
be  unenforceable,  we could  lose the  protection  of rights we  believe  to be
valuable,   and  our  business  could  be  materially  and  adversely  affected.
Additionally,  the  existing  patents,  patents  pending and patents that we may
subsequently  obtain will not necessarily  preclude  competitors from developing
products that can be marketed in competition with products we have developed and
thus would substantially lessen the value of our proprietary rights.

     Our  commercial  success also will depend,  in part, on our not  infringing
patents  issued to others.  We can offer no assurance that our products will not
infringe on the patents or proprietary  rights of others.  We may be required to
obtain licenses to patents,  patent  applications or other proprietary rights of
others. We cannot assure that any such licenses would be made available on terms
acceptable  to us,  if at all.  If we do not  obtain  such  licenses,  we  could
encounter delays in product introductions while we attempt to design around such
patents,  or the  development,  manufacture  or sale of products  requiring such
licenses  could  be  precluded.  We could  incur  substantial  costs,  including
diversion of  management  time,  in defending  ourselves in  litigation  brought
against us on such  patents  or in  litigation  in which we assert  our  patents
against another party,  or in litigation  brought by another party asserting its
patents against us. If our competitors  prepare and file patent  applications in
the United  States  that  claim  technology  also  claimed by us, we may have to
participate  in  interference  proceedings  declared  by  the  U.S.  Patent  and
Trademark  Office to  determine  priority of  invention,  which could  result in
substantial financial costs to us and diversion of management attention, even if
the eventual  outcome is favorable to us. We believe  there will  continue to be
significant  litigation in the industry  regarding patent and other intellectual
property rights.

     We also rely on trade secrets to protect our technology,  especially  where
patent  protection is not believed to be  appropriate  or  obtainable.  Thus, we
protect our proprietary,  technology and processes,  in part, by confidentiality
agreements with our employees, consultants and certain contractors. We can offer
no assurance  that these  agreements  will not be  breached,  that we would have
adequate  remedies for any breach,  or that our trade secrets will not otherwise
become known or be independently discovered by competitors.

     WE  DEPEND  ON  OTHERS  FOR  MANUFACTURING   AND  MARKETING.   We  have  no
manufacturing  facilities  for  commercial  production  of  our  products  under
development  and have no  experience  in marketing,  sales or  distribution.  We
intend to continue  establishing  arrangements  with and rely on third  parties,
including  large  pharmaceutical  companies,  to manufacture,  market,  sell and
distribute  any product we  develop.  Although  we believe  that  parties to any
future  arrangements  will have an economic  incentive to  successfully  perform
their  contractual  responsibilities,  the amount and timing of  resources to be
dedicated to these  activities  will not be within our control.  We can offer no
assurance that such parties will perform their obligations as expected,  that we
will derive any revenues from such  arrangements  or that our reliance on others
for manufacturing  products will not result in unforeseen  problems with product
supply.  Should we encounter delays or difficulties in our current relationships
or in seeking to establish relationships with third parties to produce,  package
and distribute any product we develop,  market introduction and subsequent sales
of such products would be adversely affected.  Moreover,  contract manufacturers
that we may use must adhere to current good manufacturing  practice  regulations
enforced  by the  FDA  through  its  facilities  inspection  program.  If  these
facilities  cannot pass a  pre-approval  plant  inspection,  any FDA  pre-market
approval of our potential  products would be adversely  affected.  Additionally,
these manufacturers are subject to continual review and periodic  inspections by
the FDA and discovery of previously  unknown  problems  with a  manufacturer  or
facility  may  result in FDA  restrictions  which  could  adversely  affect  the
manufacture and marketing of our products.

     WE DEPEND ON KEY  PERSONNEL.  We are  dependent  upon the  services  of our
senior management,  none of whom are subject to an employment agreement with us.
We have not insured  against the loss,  due to death or  disability,  of any key
personnel.  We  believe,  however,  that  the  loss of the  services  of any key
personnel  would  not have a  material  adverse  effect  on us.  Because  of the
specialized nature of our business, our success also depends upon our ability to
attract and retain highly qualified scientists and other technical personnel. We
face intense  competition for such persons and there can be no assurance that we
will be able to attract or retain such individuals.

     FUTURE HEALTH CARE REFORMS MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS.  The
levels  of  revenues  and  profitability  of  biotechnology  and  pharmaceutical
companies,  including  Aphton,  may be  affected  by the  continuing  efforts of
governmental  and  third-party  payors to  contain or reduce the costs of health
care through various means. For example, in certain foreign markets,  pricing or
profitability of prescription  pharmaceuticals is subject to government control.
In the United States, there have been, and we expect that there will continue to
be, a number of federal and state  proposals to control health care costs. It is
uncertain what  legislative  proposals,  if any, will be adopted or what actions
federal,  state or  third-party  payors may take in  response to any health care
reform  proposals  or  legislation.  We cannot  predict  the effect  health care
reforms may have on its  business,  and no assurance  can be given that any such
reforms will not have a material  adverse effect on us.  Further,  to the extent
that such proposals or reforms have an adverse effect on the business, financial
condition and profitability of other  biotechnology or pharmaceutical  companies
that are prospective corporate partners for certain of our products, our ability
to commercialize our products may be adversely affected.

     WE DEPEND ON THIRD PARTY REIMBURSEMENT. Successful commercialization of our
products will depend in part on the availability of adequate  reimbursement from
third-party  health care payors,  such as government and private health insurers
and other  organizations  for its products  intended for human use.  Third-party
payors  are  increasingly  challenging  the  pricing  of  medical  products  and
services. Significant uncertainty exists as to the reimbursement status of newly
approved  health care products.  We can offer no assurance that any product that
we succeed in bringing to market will be eligible for  reimbursement  at a level
which is sufficient to enable us to achieve market acceptance of our products or
to maintain appropriate pricing. Without such reimbursement,  the market for our
products may be limited.  Significant  reductions in insurance coverage also may
have an adverse affect on our future operations.

     WE MAY BE EXPOSED TO PRODUCT  LIABILITY  CLAIMS AND UNINSURED RISK. The use
of  any  of  our  products,   whether  for  commercial  applications  or  during
pre-clinical  or  clinical  trials,  exposes us to an  inherent  risk of product
liability  claims in the event such  products  cause injury or result in adverse
effects.  Such  liability  might result from claims made directly by health care
institutions, contract laboratories or others selling or using such products. We
currently  maintain  product  liability  coverage  against risks associated with
testing  our  products  in  clinical  trials.  Insurance  coverage  for  product
liabilities,  however,  is becoming  increasingly  expensive  and  difficult  to
obtain.  There can be no assurance that insurance  coverage will be available in
the future at an acceptable cost, if at all, or in sufficient amounts to protect
us against such liability.  The obligation to pay any product liability claim in
excess of  whatever  insurance  we are able to  acquire  could  have a  material
adverse effect on our business, financial condition and future prospects.

     OUR BUSINESS  INVOLVES THE USE OF HAZARDOUS  MATERIALS THAT COULD EXPOSE US
TO ENVIRONMENTAL  LIABILITY. Our research and development activities involve the
controlled  use  of  hazardous  materials,   chemicals,   cultures  and  various
radioactive  compounds.  We are  subject  to  federal,  state and local laws and
regulations governing the use, generation,  manufacture,  storage, air emission,
effluent  discharge,  handling and disposal of such  materials and certain waste
products.  Although  we believe  that our safety  procedures  for  handling  and
disposing of such  materials  comply with the standards  prescribed by such laws
and  regulations,  the risk of  accidental  contamination  or injury  from these
materials cannot be completely eliminated.  In the event of such an accident, we
could be held liable for any damages  that result and any such  liability  could
exceed our resources.  We may be required to incur  significant  costs to comply
with  environmental  laws and  regulations  in the  future.  Current  or  future
environmental  laws  or  regulations  could  materially   adversely  affect  our
business, financial condition and results of operations.

     OWNERSHIP OF OUR COMMON STOCK IS CONCENTRATED. At May 8, 2000, our officers
and directors, beneficially own approximately 13% (12% on a fully-diluted basis)
of our outstanding  common stock. Such a high level of ownership by such persons
may have a significant effect in delaying, deferring or preventing any potential
change in control of Aphton.

     THE PRICE OF OUR COMMON  STOCK MAY BE  VOLATILE.  The  market  price of our
common  stock,  like that of securities of other  biotechnology  companies,  has
fluctuated  significantly  in recent  years and is  likely to  fluctuate  in the
future.   Announcements   regarding   scientific   discoveries,    technological
innovations, litigation, commercial products, patents or proprietary rights, the
progress of clinical  trials,  government  regulation,  public concern as to the
safety of drugs and  reliability  of our testing  processes,  and general market
conditions  may have a  significant  effect on the  market  price of the  common
stock. Fluctuations in financial performance from period to period also may have
a significant impact on the market price of the common stock.

     THE EXERCISE OF OUTSTANDING  WARRANTS COULD DILUTE THE VALUE OF THE SHARES.
As of July 31,  2000,  we had  outstanding  warrants to  purchase  approximately
2,800,000  shares of common stock expiring at various dates through December 31,
2015, with exercise prices ranging from $0.25 to $24.00 per share,  all of which
contain anti-dilution provisions. The exercise of these warrants could result in
dilution of the value of the Shares and the voting power represented thereby. We
may issue additional capital stock,  warrants and/or options to raise capital in
the future which could result in additional dilution.  Additionally,  to attract
and retain key personnel,  we may issue additional  securities,  including stock
options.

     No  prediction  can be made as to the effect,  if any, that future sales of
shares of common stock, or the availability of shares for future sale, will have
on the market price of the common stock  prevailing from time to time.  Sales of
substantial  amounts of the common stock in the public market, or the perception
that such sales could  occur,  could  adversely  affect the market  price of the
common stock and may make it more difficult for us to sell our equity securities
in the future at a time and price which it deems appropriate.  Public or private
sales of  substantial  amounts of the common  stock by persons or entities  that
have exercised  options and/or  warrants could  adversely  affect the prevailing
market price of the common stock.


                           FORWARD-LOOKING STATEMENTS


     This prospectus,  any prospectus supplement and the documents  incorporated
by reference in this prospectus may contain  forward-looking  statements  within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, including  statements  regarding our expectations,  beliefs,  intentions or
strategies regarding the future. All forward-looking statements involve inherent
risks and uncertainties. The forward-looking statements included or incorporated
by reference in these  documents  are based on the beliefs of our  management as
well as  assumptions  made by us and  information  available  to us on the  date
hereof.  Our actual results could differ  materially  from those  anticipated in
these  forward-looking  statements.  In  evaluating  our  business,  you  should
consider  carefully the factors set forth above under the heading "Risk Factors"
in  addition  to  the  other  information  set  forth  in  this  prospectus  and
incorporated by reference in this prospectus.


                                   THE COMPANY


     Aphton Corporation is a  biopharmaceutical  company in late-stage,  pivotal
Phase III clinical  trials.  Aphton is developing  products using its innovative
vaccine-like  technology  for  neutralizing,   and  removing  from  circulation,
hormones that participate in  gastrointestinal  system and  reproductive  system
cancer  and  non-cancer  diseases.   Aphton  is  also  developing  products  for
neutralizing hormones to prevent pregnancy.  Aphton has strategic alliances with
Aventis Pasteur (NYSE: AVE) SmithKline Beecham PLC (NYSE: SBH),  Schering Plough
Animal Health (NYSE: SGP) and the World Health Organization (WHO).  Aphton's Web
page, describing the company, its technology,  products, strategic alliances and
news releases can be visited at:  www.aphton.com.  The Web site is not a part of
this prospectus.

     We have financed our  operations  since  inception  through the sale of our
equity securities and, to a lesser extent,  operating  revenues from R&D limited
partnerships to conduct research and  development.  These funds provided us with
the  resources  to  acquire  staff,   construct  our  research  and  development
facilities,  acquire  capital  equipment and to finance  technology  and product
development, manufacturing and clinical trials.

     We  anticipate  that our  existing  capital  resources,  which are composed
primarily of cash and short-term cash investments, including the proceeds of our
private  placements  and  interest  thereon,  would  enable us to  maintain  our
currently planned operations into the year 2002. Our working capital and capital
requirements  will depend on numerous  factors,  including  the  following:  the
progress  of our  research  and  development  program,  preclinical  testing and
clinical  trials;  the timing and cost of obtaining  regulatory  approvals;  the
levels of resources  that we devote to product  development,  manufacturing  and
marketing capabilities;  technological advances;  competition; and collaborative
arrangements  or strategic  alliances with other drug  companies,  including the
further development,  manufacturing and marketing of certain of our products and
our ability to obtain funds from such strategic alliances or from other sources.


                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the Shares by the selling
stockholders.


                            THE SELLING STOCKHOLDERS

     The selling  stockholders are named in the table below. Except as described
in  this  prospectus,   the  selling   stockholders  have  not  had  a  material
relationship with us or any of our affiliates within the past three years.

     The  following  table sets forth the number of Shares  owned by the selling
stockholders as of the date of this prospectus.

<TABLE>
                                   Shares Beneficially Owned   Shares Which May Be        Shares Beneficially Owned
  Name                             Prior to Offering           Offered                    After Offering(1)
  ----                             -------------------------   -------------------        -------------------------
<S>                                <C>                         <C>                        <C>
  DWS Investment GmbH              800,000                     800,000                    800,000

  C.I. Global Biomemonics Sector   190,000                     190,000                    190,000
  Share

  C.I. Global Biotechnology        150,000                     150,000                    150,000
  Sector Share

  DG Lux Lacuna Apo Biotech        90,909                      90,909                     90,909

  Biocapital Investments,          60,600                      60,600                     60,600
  Limited Partnership
--------------------
(1)  Assumes that the selling  stockholders do not immediately sell or otherwise  dispose of any Shares covered by this prospectus
     and that the selling stockholders did not acquire any additional Shares.

</TABLE>

     All of the Shares being  offered by this  prospectus  were  acquired by the
selling stockholders under Stock Purchase Agreements with Aphton Corporation.


                              PLAN OF DISTRIBUTION

WHO MAY SELL THE SHARES AND APPLICABLE RESTRICTIONS

     We will not receive any of the  proceeds  from the sale of the Shares.  The
selling  stockholders  may be offering and selling all Shares offered under this
prospectus or the selling stockholders may hold the shares indefinitely.

     The selling stockholders may also sell the Shares directly to market makers
acting as principals  and/or  broker-dealers  acting as agents for themselves or
their customers.  These  broker-dealers may receive  compensation in the form of
discounts,  concessions or commissions from the selling  stockholders and/or the
purchasers of Shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal,   or  both.  The  compensation  as  to  a  particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the Shares will do so for their own account and at
their own risk. The selling  stockholders  and any  broker-dealer  or agent that
acts  in  connection  with  the  sale  of  the  Shares  might  be  deemed  to be
"underwriters"  as that  term is  defined  under  the  Securities  Act,  and any
commissions  received by the broker-dealer or agent and any profit on the resale
of the Shares  sold by them  while  acting as  principals  might be deemed to be
underwriting discounts or commissions under the Securities Act.

     The selling  stockholders may sell all or any part of the Shares offered by
this prospectus  through an underwriter.  To our knowledge,  none of the selling
stockholders has entered into any agreement with a prospective  underwriter.  If
any selling stockholder enters into such an agreement, the relevant details will
be set forth in a supplement to this prospectus.

     To comply with the  securities  laws of certain  jurisdictions,  the Shares
offered by this prospectus may need to be offered or sold in such  jurisdictions
only through registered or licensed brokers or dealers.

MANNER OF SALES

     The selling  stockholders  will act independently of us in making decisions
with respect to the manner and size of each sale. The selling  stockholders  may
sell  the  Shares  from  time to time in one or more of the  following  types of
transactions (which may include block transactions):

     o    on the Nasdaq National Market;

     o    in privately negotiated transactions;

     o    by selling to a broker or dealer as principal and resale by the broker
          or dealer for its own account;

     o    through  underwriters  or dealers who may receive  compensation in the
          form of underwriting discounts, concessions or commissions;

     o    in block  transactions to market makers or other purchasers at a price
          per share which may be below the then prevailing market price;

     o    through put or call options transactions relating to the Shares;

     o    through short sales of the Shares; or

     o    through a combination of the above methods of sale.

The sale  price of the  Shares  may be the  market  price  of our  common  stock
prevailing at the time of sale, a price related to the prevailing  market price,
a  negotiated  price or such other price as the selling  stockholders  determine
from time to time. Each of the selling  stockholders has the sole discretion not
to accept any purchase offer or make any sale of Shares if it deems the purchase
price to be unsatisfactory at any particular time.

     Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in a distribution  of Shares covered by this prospectus
may be limited in its  ability to engage in market  activities  with  respect to
such  Shares.  The  selling  stockholders,  for  example,  will  be  subject  to
applicable  provisions of the Exchange Act and the rules and  regulations  under
it,  including  Rule 10b-5 and Regulation M.  Regulation M may restrict  certain
activities  of the selling  stockholders  and limit the timing of purchases  and
sales of any Shares by the selling stockholders.  Furthermore,  under Regulation
M,  persons  engaged  in  a  distribution  of  securities  are  prohibited  from
simultaneously  engaging in market  making and  certain  other  activities  with
respect  to  such  securities  for a  specified  period  of  time  prior  to the
commencement  of  such  distributions,   subject  to  specified   exceptions  or
exemptions.

REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS

     We have agreed to maintain the effectiveness of the registration  statement
of which this prospectus forms a part until April 30, 2003.

SUSPENSION OF THIS OFFERING

     Under  the terms of the  Stock  Purchase  Agreements,  we may  require  the
selling  stockholders to suspend the  availability of this prospectus and not to
effect  any  sales of Shares if we notify  the  selling  stockholders  of such a
suspension.

PROSPECTUS DELIVERY

     Because the selling stockholders may be deemed to be "underwriters"  within
the meaning of Section  2(11) of the  Securities  Act, the selling  stockholders
will be subject to the prospectus  delivery  requirements of the Securities Act.
At any time a particular  offer of the Shares is made, a revised  prospectus  or
prospectus supplement, if required, will be distributed which will set forth:

     o    the  names  of the  selling  stockholders  and  of  any  participating
          underwriters, broker-dealers or agents;

     o    the aggregate amount of securities being offered;

     o    the price at which the Shares  were sold and other  material  terms of
          the offering;

     o    any discounts,  commissions,  concessions and other items constituting
          compensation   from  the  selling   stockholders  and  any  discounts,
          commissions  or  concessions  allowed or reallowed or paid to dealers;
          and

     o    that   the   participating   broker-dealers   did  not   conduct   any
          investigation   to  verify  the  information  in  this  prospectus  or
          incorporated in this prospectus by reference.

The prospectus  supplement or a post-effective  amendment will be filed with the
SEC to reflect the  disclosure  of  additional  information  with respect to the
distribution of the Shares.

INDEMNIFICATION

     We have  agreed to  indemnify  the  selling  stockholders  against  certain
liabilities, including liabilities arising under the Securities Act. The selling
stockholders  may agree to indemnify  any agent,  dealer or  broker-dealer  that
participates  in  transactions  involving  sales of the Shares  against  certain
liabilities, including liabilities arising under the Securities Act.

FEES AND EXPENSES

     We have agreed to pay all costs,  expenses and fees in connection  with the
registration of the Shares.  The selling  stockholders will pay all underwriting
discounts and  commissions and brokerage  commissions and fees, if any,  payable
with respect to the Shares.


                                  LEGAL MATTERS

         The validity of the Shares  offered hereby will be passed upon by White
& Case LLP, New York, New York.


                                     EXPERTS

     The financial  statements  incorporated  in this prospectus by reference to
the Annual Report on Form 10-K for the year ended January 31, 2000, have been so
incorporated   in  reliance  on  the  report  of   PricewaterhouseCoopers   LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.


                       WHERE YOU CAN FIND MORE INFORMATION

     We  are  subject  to  the  informational   reporting  requirements  of  the
Securities Exchange Act of 1934, and therefore we file reports, proxy statements
and other  information  with the SEC.  You may read and copy these  reports  and
other  information  at the Public  Reference  Room  maintained by the SEC at 450
Fifth  Street,   N.W.,   Washington,   D.C.  20549.   Please  call  the  SEC  at
1-800-SEC-0330  for  further  information  on the  public  reference  rooms.  In
addition,  the SEC  maintains a home page on the  Internet  (http://www.sec.gov)
that contains certain reports and other information filed by the Company.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC allows us to  "incorporate  by  reference"  information  from other
documents  that we file with them,  which means that we can  disclose  important
information by referring to those  documents.  The  information  incorporated by
reference is considered to be part of this  prospectus,  and information that we
file  later  with  the  SEC  will   automatically   update  and  supersede  this
information.

     This prospectus incorporates by reference the documents listed below.

     o    Annual Report on Form 10-K for the year ended January 31, 2000;

     o    Quarterly  Report on Forms 10-Q for the quarter and three months ended
          April 30, 2000 and for the quarter and six months ended July 31, 2000;

     o    Current  Report on Form 8-K which stated that  effective May 19, 2000,
          the Board of Directors of Aphton  Corporation  engaged the  accounting
          firm of Ernst & Young LLP as independent  public  accountants  for the
          registrant for fiscal 2001; and

     o    The  description  of our common stock  contained  in our  Registration
          Statement on Form 8-A, filed with the SEC on January 30, 1998.

     We also incorporate by reference additional documents that we may file with
the SEC under Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act
after the date of this prospectus and prior to the entire time all of the Shares
offered by this prospectus are sold.  These include  periodic  reports,  such as
Annual Reports on Form 10-K,  Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.

     We  undertake  to provide  without  charge to each  person,  including  any
beneficial owner, to whom a prospectus is delivered, a copy of these filings, at
no cost, by writing or telephoning us. Any requests should be directed to:

                        S-3, 1/00 Documentation Reference
                               Aphton Corporation
                               444 Brickell Avenue
                                  Suite 51-507
                            Miami, Florida 33131-2492
                               Tel: (305) 374-7338

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  You should not assume that the
information  in this  prospectus  or any  supplement  is accurate as of any date
other than the date on the front of those documents.
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

         SEC registration fee...............................$ 9,035
         Legal fees and expenses............................ 20,000
         Accounting fees and expenses.......................  6,000
         Miscellaneous......................................  5,000
         Total.....................................$40,035

* All amounts are estimated except for the SEC Registration Fee.

Item 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware  General  Corporation  Law (the "DGCL") permits
the Company to indemnify any person who is or was a director,  officer, employee
and agent,  or is or was  serving at the  request of the  Company as a director,
officer, employee or agent of another company, partnership, joint venture, trust
or other  enterprise  (each  an  "Insider")  against  liability  for  each  such
Insider's  acts taken in his or her  capacity  as an Insider in a civil  action,
suit or  proceeding  if such  actions  were  taken in good faith and in a manner
which  the  Insider  reasonably  believed  to be in or not  opposed  to the best
interests of the Company,  and in a criminal action, suit or proceeding,  if the
Insider had no  reasonable  cause to believe  his or her  conduct was  unlawful,
including under certain  circumstances,  suits by or in the right of the Company
for any expenses,  including attorneys' fees, judgments,  fines and amounts paid
in settlements  and for any  liabilities  which the Insider may have incurred in
consequence of such action,  suit or proceeding under conditions  stated in said
Section 145. The Company's Certificate of Incorporation and By-Laws provide that
the Company shall  indemnify  its  directors and officers to the fullest  extent
authorized  by the DGCL;  provided,  that the  Company  will not be  required to
indemnify  any director or  executive  officer in  connection  with a proceeding
initiated by such person, with certain exceptions.

     As  permitted  by  Section  102(b)(7)  of the  DGCL,  Article  NINTH of the
Company's  Certificate of Incorporation  provides that a director of the Company
will not be personally  liable to the Company or its  stockholders  for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law,  (iii) under Section 174 of the DGCL,
as amended,  which concerns unlawful  payments of dividends,  stock purchases or
redemption,  or (iv) for any  transaction  from  which the  director  derived an
improper personal benefit.

     The Company's  Certificate of  Incorporation  permits the Company to secure
insurance on behalf of any director,  officer,  employee or agent of the Company
or another Company,  partnership,  joint venture,  trust or other enterprise for
any liability arising out of his or her actions in such capacity,  regardless of
whether the Company would have the power to indemnify  such person  against such
liability under the DGCL.

Item 16.  EXHIBITS.

Exhibit No.                          Description

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

4.2            Specimen of Common Stock  Certificate  (Incorporated by reference
               to Exhibit 4.1 to the registrant's Registration Statement on Form
               8-A filed on January 30, 1998).

5.1            Opinion of White & Case LLP.

23.1           Written consent of PricewaterhouseCoopers LLP.

23.2           Written  consent of White & Case LLP  (included in their  opinion
               filed as Exhibit 5.1 hereto).

24.1           Power of Attorney  appointing  Philip C. Gevas and  Frederick  W.
               Jacobs  to  sign  and  file  amendments  hereto  (see  "Power  of
               Attorney" in the Registration Statement).
<PAGE>

Item 17. UNDERTAKINGS.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the  Prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and price  represent  no more than a 20
               percent change in the maximum aggregate  offering price set forth
               in the  "Calculation of Registration  Fee" table in the effective
               registration statement.;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

          provided,  however,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  Registrant  pursuant to
          Section  13 or 15(d) of the  Exchange  Act  that are  incorporated  by
          reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the Registration  Statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(e)  The  undersigned  registrant  hereby  undertakes  to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given,  the  latest  annual  report  to  security  holders  that is
     incorporated  by reference in the prospectus and furnished  pursuant to and
     meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the Securities
     and Exchange Act of 1934; and, where interim financial information required
     to be  presented  by Article 3 of  Regulation  S-X are not set forth in the
     prospectus, to deliver, or cause to be delivered to each person to whom the
     prospectus  is  sent  or  given,   the  latest  quarterly  report  that  is
     specifically  incorporated  by reference in the  prospectus to provide such
     interim financial information.

(h)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant,  the  Registrant  has been  advised  that in the opinion of the
     Commission  such  indemnification  is against public policy as expressed in
     the Securities Act and is,  therefore,  unenforceable.  In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Miami, Florida, on the 26th day of October, 2000.

                              APHTON CORPORATION

                              By: /s/ PHILIP C. GEVAS
                                 -------------------------------------------
                                 Philip C. Gevas
                                 Chairman, President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  each person whose  signature  appears
below constitutes and appoints Philip C. Gevas and Frederick W. Jacobs,  jointly
and severally, as attorneys-in-fact,  each with power of substitution,  for such
person in any and all  capacities,  to sign any amendments to this  Registration
Statement,  and to file the same,  with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that each of said attorneys-in-fact,  or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
               Signature                               Title                                       Date
               ---------                               -----                                       ----
<S>                                        <C>                                                <C>
/s/ PHILIP C. GEVAS                        Chairman, President and Chief                      October 26, 2000
--------------------------------------     Executive Officer
Philip C. Gevas

/s/ ROBERT S. BASSO                        Director                                           October 26, 2000
--------------------------------------
Robert S. Basso

/s/ WILLIAM A. HASLER                      Vice Chairman of the Board, Director               October 26, 2000
--------------------------------------     and Co-Chief Executive Officer
William A. Hasler

/s/ NICHOLAS JOHN STATHIS                  Director                                           October 26, 2000
--------------------------------------
Nicholas John Stathis

/s/ GEORGES HIBON                          Director                                           October 26, 2000
------------------
Georges Hibon

/s/ FREDERICK W. JACOBS                    Vice President, Treasurer and Chief                October 26, 2000
--------------------------------------     Accounting Officer
Frederick W. Jacobs
</TABLE>
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                             Description

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

4.2            Specimen of Common Stock  Certificate  (Incorporated by reference
               to Exhibit 4.1 to the  Company's  Registration  Statement on Form
               8-A filed on January 30, 1998).

5.1            Opinion of White & Case LLP.

23.1           Written consent of PricewaterhouseCoopers LLP.

23.2           Written  consent of White & Case LLP  (included in their  opinion
               filed as Exhibit 5.1 hereto).

24.1           Power of Attorney  appointing  Philip C. Gevas and  Frederick  W.
               Jacobs  to  sign  and  file  amendments  hereto  (see  "Power  of
               Attorney" in the Registration Statement).