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                                                 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)


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              Delaware                                         0-19122                                95-3640931
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   (State or Other Jurisdiction of                     (Commission File Number)            (I.R.S. Employer Identification
           Incorporation)                                                                              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)
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ITEM 5.   OTHER EVENTS.

          On February 5, 2002, Aphton Corporation (the "Company") announced that
the Company sold 1,345,000 shares of registered common stock at $12.70 per share
for  $17,081,500.  UBS Warburg lead managed the  transaction and Morgan Keegan &
Company,  Inc.  acted as  co-manager.  The  transaction is scheduled to close on
Thursday, February 7, 2002.

          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
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.

          The Company 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;  and for the prevention
of pregnancy.  The Company has several strategic  alliances  including strategic
alliances with Aventis Pasteur (NYSE:AVE) and GlaxoSmithKline (NYSE:GSK).




ITEM 7.   EXHIBITS.

          (c)  Exhibits.

               99.1 Text of Press Release of the Company dated February 5, 2002.

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                                    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
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                                           Name: Frederick W. Jacobs
                                           Title:  Vice President, Treasurer and
                                                   Chief Accounting Officer

Dated: February 5, 2002