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 5, 2002

                               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   (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                   Identification Number)



          444 Brickell Avenue, Suite 51-507, Miami, Florida 33131-2492
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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 4, 2002, Aphton  Corporation (the "Company")  entered into
an underwriting  agreement (the  "Underwriting  Agreement") with UBS Warburg LLC
and Morgan Keegan & Co., Inc., as underwriters, with respect to the issuance and
sale by the Company of an aggregate of  1,345,000  shares (the  "Shares") of the
Company's  common stock,  $0.001 par value. The Shares were issued pursuant to a
Registration  Statement  on Form S-3 (File  No.  333-72964)  (the  "Registration
Statement")  filed  with  the  Securities  and  Exchange  Commission  under  the
Securities  Act of 1933,  as amended.  The  Underwriting  Agreement  is filed as
Exhibit 1.1 hereto.



ITEM 7.   EXHIBITS.

          (c)    Exhibits.

                 1.1    Underwriting  Agreement,  dated February 4, 2002,  among
                        Aphton Corporation,  UBS Warburg LLC and Morgan Keegan &
                        Co., Inc., as underwriters.





<PAGE>

                                   SIGNATURE

          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, Treasurer and
                                                        Chief Accounting Officer





Dated: February 5, 2002





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