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):

                               September 26, 2002

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


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

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              80 SW Eighth Street, Suite 2160, Miami, Florida 33130
               (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 September 26, 2002,  Aphton  Corporation (the "Company")  announced
that the Company received gross proceeds of $5,000,000 for the sale of 2,500,000
shares of registered  common stock.  Life Science Group, Inc. acted as placement
agent in connection with the transaction.  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 these securities has been filed
with and declared  effective by the  Securities  and Exchange  Commission.  This
filing 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.

<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, Chief Financial
                                              Officer, Treasurer and Chief
                                              Accounting Officer

Dated: September 26, 2002