UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended March 31, 2003

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from ________ to ________

                         Commission File Number: 0-19122
                                                 -------

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


            Delaware                                             95-3640931
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

80 SW Eighth Street, Suite 2160, Miami, Florida                         33130
-----------------------------------------------                       ----------
(address of principal executive offices)                              (Zip Code)

                                 (305) 374-7338
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             X  Yes              No
                            ---              ---

Indicate by check mark whether the registrant is an accelerated filing (as
defined in Rule 12b-2 of the Exchange Act).

                             X  Yes              No
                            ---              ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

                                          Number of
            Class                     Shares outstanding                As of
Common Stock, $0.001 par value            24,701,639                May 14, 2003
<PAGE>

                               APHTON CORPORATION

                                      Index

                                                                            Page

Part I - Financial Information

  Item 1.  Financial Statements:                                             3

    Balance Sheets - March 31, 2003 (unaudited) and December 31, 2002        4

    Statements of Operations (unaudited) - Three months ended March 31,
    2003 and 2002                                                            5

    Statements of Cash Flows (unaudited) - Three months ended March 31,
    2003 and 2002                                                            6

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                               6

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk       11

  Item 4.  Controls and Procedures                                          11

Part II - Other Information

  Item 1.  Legal Proceedings                                                12

  Item 2.  Changes in Securities                                            12

  Item 3.  Defaults Upon Senior Securities                                  12

  Item 4.  Submission of Matters to a Vote of Security Holders              12

  Item 5.  Other Information                                                13

  Item 6.  Exhibits and Reports on Form 8-K                                 13

Signatures                                                                  14

Certifications                                                              15

                                      -2-
<PAGE>

Part I - Financial Information

                           Forward-Looking Statements
This  Form 10-Q  contains  forward-looking  statements  that  involve  risks and
uncertainties.  In some cases,  you can identify  forward-looking  statements by
terminology such as "may", "will",  "should",  "expect",  "plan",  "anticipate",
"believe", "continue", "predict",  "estimated",  "potential", or the negative of
such terms or other comparable terminology.  We have based these forward-looking
statements on our current  expectations  and  projections  about future  events.
These statements include, but are not limited to information about:

o    Our business outlook and future financial performance;
o    Anticipated profitability, revenues, expenses and capital expenditures;
o    Anticipated research,  development,  clinical, regulatory and reimbursement
     progress;
o    Future funding and expectations as to any future events; and
o    Other  statements  that are not  historical  fact  and are  forward-looking
     statements within the meaning of the Private  Securities  Litigation Reform
     Act of 1995 that involve risks and uncertainties.

When considering such  forward-looking  statements,  you should keep in mind the
risk factors and other cautionary  statements in our publicly  available filings
with the Securities and Exchange Commission, including our Annual Report on Form
10-K for the year ended December 31, 2002. These risks and  uncertainties  could
cause our actual results to differ  materially from future results  expressed or
implied by the forward-looking  statements. Many of these factors are beyond our
ability  to  control  or  predict.  You  should  not put undue  reliance  on any
forward-looking  statements.  We undertake no obligation to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this Form 10-Q or to reflect the  occurrence of  unanticipated
events, except as may be required under applicable securities laws.

Item 1.  Financial Statements

The interim  financial  statements  included  herein  have been  prepared by us,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  In the opinion of  management,  the financial  statements
include all adjustments necessary to present fairly our financial position as of
March 31, 2003 and December 31, 2002 and the results of our  operations  for the
three  months  ended March 31,  2003 and 2002;  and our cash flows for the three
months  ended  March 31, 2003 and 2002.  It is  suggested  that these  financial
statements be read in  conjunction  with the financial  statements and the notes
thereto included in our latest annual report on Form 10-K.

Critical Accounting Policies
Our  significant  accounting  policies are  described in Note 2 to the financial
statements  included  in our  Annual  Report  on Form  10-K for the  year  ended
December  31, 2002,  filed with the SEC on March 31,  2003.  We believe that our
most critical  accounting  policies include the use of estimates.  The impact of
these  estimates on results of operations in 2003 and 2002 are not  significant.
Our management periodically reviews these policies and estimates,  the effect of
which is  reflected as a component of net loss in the period in which the change
is known.  Such changes to these estimates have not been material to our results
of operations during the three months ended March 31, 2003.

                          Financial Statement Overview
The  following  highlighted   information  is  also  contained  in  Management's
Discussion and Analysis of Financial Condition and Results of Operations. During
the  three  months  ended  March  31,  2003,  we  received   gross  proceeds  of
approximately  $1.5 million from the sale of 500,000  shares of our common stock
and 150,000 warrants to purchase our common stock. Total costs were reduced from
$10.1  million  in the  quarter  ending  March 31,  2002 to $4.9  million in the
quarter ended March 31, 2003.  This decrease is primarily due to the  completion
of  recruitment  and final stages of our  clinical  trials.  While  pursuing our
objectives, we intend to reduce our costs and expenses through the first quarter
of 2004 to less than $16  million.  We expect our total costs to decrease in the
remaining  quarters  of the year 2003.  During  this  period we had no  contract
revenues.  Subsequent to the reporting  period, in April 2003, we received gross
proceeds of $15 million from the sale of senior  convertible  notes and warrants
in the first tranche of a $20 million financing package,  which is not reflected
in the  financial  statements  below.  The sale of an  additional  $5 million of
senior  convertible  notes and  warrants  in the  second  tranche  is subject to
certain conditions as discussed in the section captioned  "Liquidity and Capital
Resources" under Item 2 of this report.

                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                                           APHTON CORPORATION
                                             Balance Sheets

                  Assets                                          (unaudited)
                                                                 March 31, 2003       December 31, 2002
<S>                                                              <C>                   <C>
Current Assets:
Cash and current investments:
     Cash and short-term cash investments                        $5,021,264            $7,824,182
     Investment securities-trading                                  794,370               749,095
                                                              ---------------       ---------------
         Total cash and current investments                       5,815,635             8,573,277
Other assets (including current portion of
     unconditional supply commitment)                               330,526               374,740
                                                              ---------------       ---------------
         Total current assets                                     6,146,161             8,948,017
Equipment and improvements, at cost,
     net of accumulated depreciation and amortization               219,631               245,063
Unconditional supply commitment                                   6,797,900             6,797,900
                                                              --------------        --------------
         Total assets                                           $13,163,692           $15,990,980
                                                               ============          ============

       Liabilities and Stockholders' Deficit
Liabilities:
Current liabilities:
     Accounts payable and other                                 $15,193,026           $14,316,616
                                                               ------------          ------------
         Total current liabilities                               15,193,026            14,316,616

     Convertible debenture                                        3,000,000             3,000,000
     Deferred revenue                                            10,000,000            10,000,000
                                                                 ----------            ----------
         Total liabilities                                       28,193,026            27,316,616
                                                                 ----------            ----------
Commitments
Stockholders' Deficit:
     Preferred stock, $0.001 par value -
      Authorized:  2,000,000 shares -
      Issued and outstanding:  none                                    -                      -
     Common stock, $0.001 par value -
      Authorized:  30,000,000 shares
      Issued and outstanding:  24,701,639 shares at
      March 31, 2003 and 24,201,639 shares
      at December 31, 2002                                           24,702                24,202
     Additional paid in capital                                 130,156,651           128,956,652
     Purchase warrants                                              317,650               298,900
     Accumulated deficit                                       (145,528,337)         (140,605,390)
                                                               -------------         -------------
         Total stockholders' deficit                            (15,029,334)          (11,325,636)
                                                              --------------        --------------
         Total liabilities and stockholders' deficit            $13,163,692           $15,990,980
                                                               ============          ============
</TABLE>

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                                                 APHTON CORPORATION
                                        Statements of Operations (Unaudited)
                                 For the three months ended March 31, 2003 and 2002

                                                                      Three months ended          Three months ended
                                                                         March 31, 2003             March 31, 2002

<S>                                                                   <C>                          <C>
Revenue:                                                              $            -               $            -
                                                                      --------------                --------------
Costs and expenses:
  General and administrative                                                 580,462                      389,432
  Research and development                                                 4,352,234                    9,690,247
                                                                      --------------                --------------
     Total costs and expenses                                              4,932,696                   10,079,679
                                                                      --------------                -------------
     Loss from operations                                                  4,932,696                   10,079,679
                                                                      --------------                -------------
Other income (expense):
  Dividend and interest income                                               13,710                        22,288
  Unrealized losses from investments                                         (3,961)                      (29,645)
                                                                      --------------                --------------
     Net loss                                                           $(4,922,947)                 $(10,087,036)
                                                                      ==============                ==============
Per share data:
  Basic and fully diluted loss per common share                              $(0.20)                       $(0.54)
                                                                      ==============                ==============
  Weighted average number of common shares outstanding                   24,534,972                    18,740,210
                                                                      ==============                ==============
</TABLE>

The net  loss  for the  three  months  ended  March  31,  2003  and 2002 was the
comprehensive losses for those periods. For all periods presented, shares of our
common stock issuable upon the exercise of  approximately  3.7 million  purchase
warrants were excluded from the  computation of net loss per share because their
effect was anti-dilutive.

Stock-Based Compensation
On December 31, 2002, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standards ("SFAS") No. 148, Accounting for Stock-Based
Compensation -- Transition and Disclosure.  This Statement  amends SFAS No. 123,
Accounting  for  Stock-Based  Compensation,  to provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of  accounting  for  stock-based  employee  compensation.  It  also  amends  the
disclosure  provisions of that Statement to require  prominent  disclosure about
the effects on reported net income of an entity's  accounting  policy  decisions
with respect to  stock-based  employee  compensation.  Finally,  this  Statement
amends APB Opinion No. 28, Interim Financial  Reporting,  to require  disclosure
about those effects in interim financial  information.  We intend to continue to
account for stock-based  compensation based on the provisions of APB Opinion No.
25.

The following  table  summarizes  our results as if we had recorded  stock-based
compensation  expense  for the three  months  ended March 31, 2003 and March 31,
2002, based on the provisions of SFAS 123, as amended by SFAS 148:

<TABLE>
<CAPTION>

Net loss:                                            March 31, 2003             March 31, 2002
<S>                                                  <C>                        <C>
As reported                                             $(4,922,947)               $(10,087,036)
Compensation expense, net                                  (143,126)                    (70,782)
                                                     --------------             ---------------
Pro forma                                               $(5,066,073)               $(10,157,818)
                                                     ==============             ===============


Basic loss per share:
As reported                                                  $(0.20)                     $(0.54)
Compensation expense, net of tax                              (0.01)                          -
                                                     --------------             ---------------
Pro forma                                                    $(0.21)                     $(0.54)
                                                     ==============             ===============

Diluted loss per share:
As reported                                                  $(0.20)                     $(0.54)
Compensation expense, net of tax                              (0.01)                          -
                                                     --------------             ---------------
Pro forma                                                    $(0.21)                     $(0.54)
                                                     ==============             ===============
</TABLE>

                                      -5-
<PAGE>
<TABLE>
<CAPTION>
                                               APHTON CORPORATION
                                      Statements of Cash Flows (Unaudited)
                               For the three months ended March 31, 2003 and 2002

Cash flows from operating activities:                                               2003              2002
<S>                                                                             <C>               <C>
     Cash paid to suppliers and employees                                       $(4,022,169)      $(10,490,271)
                                                                                ------------      -------------
       Net cash used in operating activities                                     (4,022,169)       (10,490,271)

Cash flows from investing activities:
  Purchase of held to maturity securities                                                 -         (6,990,295)
  Proceeds from maturity of held to maturity securities                                   -          2,000,000
  Capital expenditures                                                                    -             (9,055)
                                                                                ------------      -------------
    Net cash provided by (used in) investing activities                                   -         (4,999,350)
                                                                                ------------      -------------
Cash flows from financing activities:
  Sales of equity securities                                                      1,219,251         27,652,154
                                                                                ------------      -------------
    Cash received from financing activities                                       1,219,251         27,652,154
                                                                                ------------      -------------
       Net (decrease) increase in cash and short-term cash investments           (2,802,918)        12,162,533
Cash and short-term cash investments:
     Beginning of period                                                          7,824,182          3,176,717
                                                                                ------------      -------------
     End of period                                                              $ 5,021,264       $ 15,339,250
                                                                                ============      =============

    Reconciliation of net loss to net cash used in operating activities
Net loss                                                                        $(4,922,947)      $(10,087,036)

Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization                                                      25,430             17,900
  Unrealized losses from investments                                                  3,961             29,645
  Non-cash employee research and development credit                                  (3,961)           (29,645)
     Changes in -
       Investment securities- trading                                               (45,276)            (8,755)
       Other assets                                                                  44,214            (30,833)
      Unconditional supply commitment                                                     -            250,000
      Accounts payable and other                                                    876,410           (631,547)
                                                                                ------------      -------------
Net cash used in operating activities:                                          $(4,022,169)      $(10,490,271)
                                                                                ============      =============
</TABLE>

Item 2.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

                   Three months ended March 31, 2003 and 2002

                                     General
Aphton Corporation is a  biopharmaceutical  company.  We are engaged in research
and development and conduct clinical trials for our products, both independently
and with our  corporate  strategic  partners.  We apply  our  innovative  active
immunization  technology-platform  to develop  products  for  neutralizing,  and
removing from  circulation,  hormones and other  molecules  that  participate in
gastrointestinal  system and reproductive system cancer and non-cancer diseases.
We are also developing a product to neutralize hormones to prevent pregnancy.

Since 1997 we have had a strategic alliance with Pasteur Merieux Connaught,  now
Aventis  Pasteur,  for products that treat  gastrointestinal  cancers,  in North
America and Europe. Since 1998, we have had a strategic alliance with SmithKline
Beecham,  now  GlaxoSmithKline,  for  products  that treat  reproductive  system
cancers and non-cancer diseases, worldwide.

On May 2,  2003 we  announced  that  Patrick  T.  Mooney,  MD,  has  joined  our
management team,  reporting to the office of the Chief Executive  Officer in the
capacity of Chief Medical  Officer.  Dr. Mooney was most recently Vice President
and Senior Biotechnology  Analyst at Thomas Weisel Partners.  Dr. Mooney will be
working closely with our senior management in finance,  business development and
operations;   including  clinical  trials  and  regulatory  affairs,   research,
development and manufacturing.

On March 31, 2003 we  announced  that  taking into full  account the $20 million
financing  package announced earlier that day, of which $15 million was received
by April 4, 2003, our Board of Directors  determined that it was not in the best
interest of our shareholders to restructure the existing Co-Promotion  Agreement
and License with Aventis

                                      -6-
<PAGE>
Pasteur to treat human  cancers  with G17DT and that the Letter of Intent  (LOI)
dated December 19, 2002 to restructure the agreement with Aventis, expired as of
that date.

While retaining our favorable  royalty split,  which is in excess of 50%, in our
agreement with Aventis Pasteur for countries in North America and Europe, we are
pursuing  our  primary  objective  of filing for  approval  to market  G17DT for
monotherapy  for advanced  pancreatic  cancer  patients in the  European  Union,
Canada  and  Australia  by  September  2003.  With  the  expiration  of the  LOI
agreement,  we have resumed our intention to license,  in return for  royalties,
up-front fees and milestone payments: a) G17DT to treat human cancers in markets
worldwide  outside of North America and Europe,  including  especially in Japan,
with a focus there on gastric cancer therapy; b) monoclonal antibody products to
target gastrointestinal system cancers,  worldwide;  and c) G17DT for non-cancer
therapy, to treat gastroesophageal reflux disease (GERD), worldwide.

We  agree  with the  prevalent  view  that in the  current  market  environment,
biotechnology companies have been essentially separated into two major segments:
those with commercial products and those that are continuing development work on
potential commercial  products.  We believe that we may be able to move from the
latter to one that has an  approved  commercial  product in a  relatively  short
period of time.  The  transition  to having a  commercial  product,  followed by
revenues and a positive cash flow is consistent,  in management's  opinion, with
the expectation of higher values for our  shareholders.  We believe that we have
reached the  decisive  turning  point in our  corporate  development  and in the
pursuit of our corporate objectives.

Our primary approach for the treatment of major diseases such as cancer has been
to employ (anti) "hormone  therapy." Our hormone therapy involves  neutralizing,
or blocking,  targeted  hormones  which play a critical  role in diseases of the
gastrointestinal  and  reproduction  systems.  We have  selected the strategy of
hormone   therapy  because  hormone  therapy  has  proved  over  decades  to  be
efficacious   in  the   treatment  of  major   diseases,   both   malignant  and
non-malignant.  Well-documented  examples of the efficacy of hormone  therapy in
humans are blocking gastrin  (Proglumide) or blocking another hormone stimulated
by gastrin,  namely histamine (Zantac,  Tagamet),  to reduce stomach acid. These
hormone  therapies  treat GERD,  ulcerations of the esophagus and peptic ulcers.
Additional  examples of hormone therapy include blocking  estrogen  (Tamoxifen),
for breast cancer therapy and blocking the production of  testosterone  (Lupron,
Zoladex) for prostate cancer therapy.

Our anti-gastrin 17 immunogen (G17DT) is an anti-gastrin  targeted therapy which
induces  antibodies in patients that bind to both gastrin 17 and gly-gastrin and
remove  them  from  circulation  before  they  can bind to the  cancer  cell and
initiate  cell  growth.  Gastrin 17 and  gly-gastrin  are believed to be central
growth factors, or the initiating  signals,  for cell growth, cell proliferation
and  metastasis  (spread)  in gastric,  i.e.  stomach,  pancreatic,  esophageal,
colorectal, liver and other gastrointestinal (GI) system cancers. This signaling
program  is  accomplished  by gastrin  binding  to the large  numbers of gastrin
receptors  which appear,  de novo, in the great majority of cases, on tumor cell
surfaces throughout the  gastrointestinal  system.  Interrupting this process by
immunizing the patient with our anti-gastrin immunogen is a precisely "targeted"
immunotherapy.  This  specificity  of targeting only cancer cells occurs because
gastrin is not normally secreted and gastrin receptors are not normally found on
cells in the GI system, unless they are malignant,  or on the path to malignancy
(except for those cells involved with normal acid secretion).

Recent  findings  have shown that  inhibiting  gastrin  not only  inhibits  cell
growth,  proliferation  and metastasis  directly,  but also "unblocks" a central
pathway leading to cell-suicide  (apoptosis).  This tilts the balance, from cell
growth, to cell suicide. This effect is amplified  synergistically when our drug
is given together with a chemotherapeutic  drug, as demonstrated in our phase II
trial for  gastric  cancer  patients  treated  with  G17DT in  combination  with
cisplatin and 5-FU, described  hereunder.  Gastrin also stimulates the secretion
and expression of other important growth factors and receptors within and on the
surfaces of the cancer cells involved in tumor growth. Hence, inhibiting gastrin
inhibits all of the foregoing  factors  contributing to tumor growth and spread,
while simultaneously opening a central pathway to cell suicide. Our anti-gastrin
targeted   therapy   adds  a   biological   dimension   to  the   treatment   of
gastrointestinal cancers.

                                Clinical Results
We are currently  completing the following  clinical  trials:  a phase III trial
conducted outside of the United States for pancreatic cancer with our G17DT as a
monotherapy;  a phase II  clinical  trial  conducted  in the  United  States and
foreign  countries,   with  G17DT  in  combination  with  the  chemotherapeutics
cisplatin and 5-FU for gastric cancer  patients;  and a phase II trial in Europe
with GnRH pharmaccine for prostate cancer  patients.  We are conducting a second
phase III trial that has also completed  patient  recruitment,  conducted in the
United  States  and  foreign

                                      -7-
<PAGE>
countries   for   pancreatic   cancer  with  G17DT  in   combination   with  the
chemotherapeutic gemcitabine. We have initiated but are not currently recruiting
patients  pending funding for a phase II trial in Europe with G17DT for GERD, or
"severe  heart burn"  patients.  In addition,  our Phase II clinical  trial with
respect to  immuno-contraception  has been  initiated  but is "on hold"  pending
further funding from the World Health Organization (WHO).

Phase III Pancreatic Cancer Clinical Trial
On March 4, 2003 we announced that we have met with and presented results of our
randomized,  double blind,  controlled,  monotherapy,  Phase III clinical  trial
conducted in Europe with G17DT for patients with advanced  pancreatic  cancer to
an  appropriate  foreign  regulatory  authority.  The  presentation  of the most
recently  completed  analysis of the data  resulting from the Phase III clinical
trial   demonstrated  an  overall  median  survival   benefit  of  83%,  with  a
statistically  significant value of p. The  corresponding  hazard ratio (HR) was
0.65,  which  also had a  statistically  significant  value of p. (an HR of 0.65
means that at any point in time,  patients on G17DT had a 154% higher likelihood
of surviving  longer than patients on the control.)  There are still  surviving,
treated  patients  in the trial.  Their  standard  of care could be  influenced,
thereby  jeopardizing both their inclusion in the final statistical analysis and
the  ultimate  breadth  of the  indication  allowed  in  each  jurisdiction,  if
additional specifics on the trial were provided at this time.

We believe that the results of the  randomized,  double  blind,  phase III trial
conducted  in  foreign  countries  with  G17DT  as a  monotherapy  for  advanced
pancreatic  cancer  patients  are already  sufficient  for filing for  marketing
approval in the European Union, Canada and Australia.  Therefore,  we have begun
the process of  gathering  and  compiling  the data and the  preparation  of the
extensive  regulatory   documentation  required  for  submission  for  marketing
approval.  This process can be expected to be completed by September  2003,  but
cannot be stated with  certainty.  We expect we will receive  priority review of
the filings.  The time for review and the granting of marketing approval in each
jurisdiction cannot, however, be predicted by us with certainty.

Phase II Gastric Cancer Clinical Trial
We believe  that the results of our phase II trial for gastric  cancer  patients
treated with G17DT in  combination  with  cisplatin and 5-FU can be described as
"impressive."  On  February  6, 2003 we  reported  an interim  analysis of tumor
response  results from our phase II clinical trial with patients with metastatic
stomach  cancer who were treated with our G17DT and  chemotherapy  consisting of
cisplatin and 5FU.

A total of 103 patients were  enrolled,  of which 73 were evaluable and reported
upon.  37 patients  had either a partial or a complete  tumor  response,  for an
overall tumor  response rate of 51%. Two patients had a complete  response (CR -
no detectable  residual tumor) and 35 had a partial response (PR). An additional
13 patients had stable disease.  Thus, a total of 82% of the patients had either
tumor shrinkage or stable disease.  Throughout the trial,  there was no systemic
toxicity attributed to G17DT. This report followed interim response results from
our phase II  clinical  trial  reported  at the  American  Society  of  Clinical
Oncology  (ASCO) on May 17, 2002,  with an overall tumor  response rate of 48.3%
and an interim  report dated July 31, 2002,  with an overall tumor response rate
of 51.4%.

One patient showed a previously unseen response  pattern.  He first responded to
treatment with the  combination of G17DT and  cisplatin/5FU  with a reduction of
the tumor lesions by approximately 70% (a partial response).  Subsequently,  the
disease stabilized;  i.e. the size of the lesions did not increase for between 7
to 8 months,  in spite of  discontinuation  of treatment with cisplatin  halfway
through the study period  because of  neuropathy.  An additional  treatment with
G17DT in October 2002, the 5th overall treatment, resulted in a reduction of the
tumor  lesions  (PR) by a further  80%.  Subsequent  to the sixth  treatment  in
January  2003,  there was a complete  disappearance  of all lesions,  the second
complete  response  in the  study.  Over  a year  and a  half  after  his  first
treatment,  the  patient  is  alive  and  doing  well,  with no  residual  tumor
detectable.

The  characteristics  of the patient's  response after  extended  treatment with
G17DT without cisplatin strongly suggest a direct relation between immunotherapy
and  the  disappearance  of  the  tumor  lesions.   Our  anti-gastrin   targeted
immunotherapy  adds  a  biological,  non-toxic  dimension  to the  treatment  of
gastrointestinal cancers.

There is only one  large,  randomized,  phase III  clinical  trial that has been
reported in the medical  literature  with  cisplatin plus 5 FU for patients with
advanced gastric cancer.  Of 399 total patients  enrolled in the trial, 245 were
evaluable.  For the patients treated with cisplatin plus 5FU, the tumor response
rate  was 20%,  as  reported  by the  European  Organization  for  Research  and
Treatment of Cancer (EORTC) which conducted the trial.  The results  reported by
us on February 6, 2003 compare  favorably with those  results.  They represent a
155%  improvement  relative  to the 20% results  reported in the EORTC  clinical
trial.

                                      -8-
<PAGE>
On February 21, 2003 we announced that the U.S. Food and Drug Administration (or
the FDA) has reviewed and granted our request for Fast Track designation for our
G17DT (anti-gastrin) immunogen in combination with cisplatin and 5-FU for use in
stage IV gastric cancer to improve  overall  survival.  "Fast Track" is a formal
mechanism of interacting with the FDA using approaches that are available to all
applicants  for  marketing  claims.  The  benefits  of a Fast Track  designation
include  scheduled  meetings  with the FDA to seek FDA  input  into  development
plans, the option of submitting a New Drug Application in sections rather than a
submission  of all  components  simultaneously,  and the  option  of  requesting
evaluation of studies using surrogate  endpoints.  The Fast Track designation is
intended for the  combination  of a product and a claim that  addresses an unmet
medical need, but is independent  of the FDA's priority  review and  accelerated
approval mechanisms.

                              Results of Operations
During the three  months  ended March 31, 2003,  we received  gross  proceeds of
approximately  $1.5 million from the sale of 500,000  shares of our common stock
and 150,000 warrants to purchase our common stock. Total costs were reduced from
$10.1  million  in the  quarter  ending  March 31,  2002 to $4.9  million in the
quarter ended March 31, 2003.  This decrease is primarily due to the  completion
of  recruitment  and final stages of our  clinical  trials.  While  pursuing our
objectives, we intend to reduce our costs and expenses through the first quarter
of 2004 to less than $16  million.  We expect our total costs to decrease in the
remaining  quarters  of the year 2003.  During  this  period we had no  contract
revenues.

We do not accumulate cost information by major development  product.  Many costs
are  applicable  to more than one product.  We estimate that 95% of our research
and development  costs are spent on  gastrointestinal  and  reproductive  system
cancers.  There are no payment or penalty milestones  associated with any of the
projects,  all of  which  are in  Phase  II or III  clinical  trials.  We do not
speculate on the timing of approvals by regulatory authorities.

We will pursue our primary  objective of filing for approval to market G17DT for
monotherapy  for advanced  pancreatic  cancer  patients in the  European  Union,
Canada and  Australia by September  2003.  We believe that our existing  capital
resources,  which consist  primarily of cash and  short-term  cash  investments,
including the proceeds from the financing  activities described in the preceding
paragraphs,  will  enable us to maintain a range of  operations  and satisfy our
periodic interest obligations through the first quarter of 2004.

                                      Other
In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
This  statement  eliminates  the  required  classification  of  gain  or loss on
extinguishment  of debt as an extraordinary  item of income and states that such
gain or loss be evaluated for extraordinary classification under the criteria of
Accounting  Principles Board Opinion No. 30, "Reporting  Results of Operations."
This  statement  also  requires  sale-leaseback  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions,   and  makes  various  other  technical  corrections  to  existing
pronouncements. We implemented SFAS No. 145 on January 1, 2003. We do not expect
this statement to have a material impact on our consolidated  financial position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal Activities." This statement nullifies Emerging Issues Task
Force  (EITF)  Issue No.  94-3,  "Liability  Recognition  for  Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a  Restructuring)."  This statement  requires that a liability
for a cost associated  with an exit or disposal  activity be recognized when the
liability is incurred rather than the date of an entity's  commitment to an exit
plan. We implemented SFAS No. 146 on January 1, 2003 for transactions that occur
after  December  31,  2002.  We do not expect this  statement to have a material
impact on our consolidated financial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation--Transition  and  Disclosure,  an amendment of FASB  Statement  No.
123."  SFAS  No.  148  amends  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition,  SFAS No. 148 amends the

                                      -9-
<PAGE>
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  SFAS No. 148 is effective for fiscal years and interim  periods ending
after  December  15,  2002.  SFAS No.  148 does not  amend  SFAS 123 to  require
companies to account for employee stock options using the fair value method.  We
adopted the disclosure provisions required under SFAS No. 148 effective December
31, 2002.

Inflation and changing  prices have not had a  significant  effect on continuing
operations and are not expected to have any material  effect in the  foreseeable
future.  Interest and other  income were  primarily  derived  from  money-market
accounts.

                         Liquidity and Capital Resources
We finance our operations through the sale of our equity securities, convertible
debentures  and  licensing  fees.  These funds  provide us with the resources to
operate our business,  attract and retain key personnel  and  scientific  staff,
fund our  research and  development  program,  preclinical  testing and clinical
trials, obtain the necessary regulatory approvals and develop our technology and
products.

On  December   19,  2002,   we  sold  a   convertible,   redeemable,   five-year
interest-bearing Series A Convertible Debenture to Aventis Pharmaceuticals, Inc.
(Aventis) for gross proceeds of $3 million in a private placement. The debenture
is  convertible  at Aventis's  option under certain  conditions  into our common
stock based upon a price  substantially  equivalent  to the market  price of our
common stock at the time of conversion.  We are required to make annual interest
payments in cash at 6.00% per annum on the debenture.

On February 24, 2003, an institutional investor purchased in a private placement
500,000  shares of our  registered  common  stock at $2.96 per share and 150,000
unregistered  warrants at $0.125 per warrant for gross proceeds of approximately
$1.5  million.  The shares of our common  stock  underlying  the  warrants  were
registered  in April  2003 and each  warrant  entitles  the  holder  thereof  to
purchase  a share of our common  stock at a price of $2.96 per share  within the
next five years.

On March 31,  2003,  we sold in a  private  placement  convertible,  redeemable,
5-year,  interest-bearing  notes and warrants to three institutional  investors,
including a substantial participation by two existing investors, for proceeds of
$15 million in the first tranche of a $20 million financing package.  The senior
convertible  notes are  convertible at a fixed price of $2.50 per share. As part
of the  transaction  we also issued to the  investors  five year warrants with a
fixed  exercise  price of $2.70 per share  (both are at a premium  to the market
price of the common stock as of the last closing  price on the date prior to the
transaction),  unless  otherwise  adjusted  prior to conversion  pursuant to the
provisions of the notes and warrants. We have the right and obligation to redeem
the notes  under  certain  conditions  at any time after the third year from the
issuance date. The securities have registration  rights. We are required to make
quarterly interest payments in cash or in stock at our option at 6.00% per annum
on the senior convertible notes. Subsequent to receipt of the $15 million in the
first tranche in April 2003, we reduced our current liabilities by a significant
amount.

Subject to certain conditions, we are obligated to sell and one of the investors
is  obligated  to purchase an  additional  $5 million of such notes and warrants
convertible into shares of our common stock, also with  registration  rights, in
the second tranche. In compliance with regulatory requirements,  a shareholder's
meeting will be held to approve certain aspects of the transaction.

The selected pro forma financial  information  summarized below shows the effect
of the presumed  gross  proceeds  from the first and second  tranches of the $20
million  convertible debt financing,  of which $15 million was received by April
4, 2003, as if all funds were received on March 31, 2003.

<TABLE>
<CAPTION>
                                                    Actual                 Effect of Proceeds                Pro Forma
Balance Sheet Data:                             March 31, 2003             from Financing (1)            March 31, 2003 (1)
-----------------------------------------    ----------------------     -------------------------    --------------------------
<S>                                                 <C>                      <C>                           <C>
Cash and current investments                        $ 5,021,264              $20,000,000                   $25,021,264
Total assets                                        $13,163,692              $20,000,000                   $33,163,692
Convertible Debentures                              $ 3,000,000              $20,000,000                   $23,000,000
Total Liabilities                                   $28,193,026              $20,000,000                   $48,193,026
Total stockholders' deficit                         $15,029,334                        -                   $15,029,334
Weighted average shares outstanding                  24,534,972                        -                    24,534,972
</TABLE>

                                      -10-
<PAGE>
(1) Receipt of $5 million,  from the  purchase  of an  additional  $5 million of
senior  convertible  notes  and  warrants  in a second  tranche  from one of the
investors, is subject to the following conditions: (i) a registration statement,
filed  pursuant  to a  registration  rights  agreement  among us and the selling
stockholders,  is effective and available for the resale of the shares  issuable
upon  conversion  of the senior  convertible  notes and exercise of the warrants
purchased in the first tranche on each of the ten trading days immediately prior
to the closing of the second  tranche;  (ii) our common stock  continuing  to be
listed on the Nasdaq and it not having  been  suspended  from  trading or having
been threatened with delisting by the Nasdaq, or having fallen below the minimum
standards  for continued  listing;  (iii) no change of control of us or event of
default having  occurred under the senior  convertible  notes then  outstanding;
(iv)  performance  of our  obligation  to  deliver  shares of our  common  stock
issuable upon the conversion of the then outstanding  senior  convertible  notes
and the  warrants;  (v) payment of interest  on a timely  basis;  (vi) our share
price remaining above $3.00 per share; and (vi) shareholder  approval of the $20
million financing transaction with the selling stockholders and the amendment to
our  certificate of  incorporation  to increase our  authorized  common stock to
60,000,000 shares having been obtained.

The unaudited  pro forma financial  information  is not calculated in accordance
with generally accepted accounting  principles (GAAP). The gross proceeds of $20
million from our convertible  debt financing,  of which $15 million was received
by April 4, 2003, are material to our liquidity and capital  resources  position
and management  uses this unaudited  pro forma financial  information to provide
shareholders  and  investors  with  a more  accurate  picture  of our  financial
position.  The sale of an additional $5 million of convertible  debt in a second
tranche is subject to certain  conditions  as  discussed  above.  The  unaudited
pro forma financial  information  is not  necessarily  indicative  of our future
results  of  operations  and  should be read in  conjunction  with this  section
captioned  "Management's  Discussion  and Analysis of Financial  Conditions  and
Results  of  Operations"  and with our  financial  statements  included  in this
report.  This  information  should  not  be  considered  in  isolation  or  as a
substitute for measures of performance determined in accordance with GAAP.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
Our market risks are all immaterial.  Investment  securities consist principally
of debt  securities  issued by the US Treasury and other US Government  agencies
and corporations and investment in other securities, including mutual funds.

Item 4.   Controls and Procedures
Our chief executive officer (CEO) and chief financial officer (CFO) conducted an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls  and  procedures  as of a date  within the 90 days before the filing of
this quarterly report. Based on their evaluation as of that evaluation date, our
CEO and CFO concluded that our disclosure controls and procedures (as defined in
Rules  13a-14(c) and 15d-14(c) of the Exchange Act) are effective to ensure that
information  required to be disclosed by us in reports filed with the Securities
and  Exchange  Commission  under  the  Exchange  Act  is  recorded,   processed,
summarized and reported within the required time periods.

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect internal controls subsequent to
the evaluation date.

                                      -11-
<PAGE>

                           Part II - Other Information

Item 1.   Legal Proceedings. Not applicable.

Item 2.   Changes in Securities.

                     Recent Sales of Unregistered Securities

Aventis Debenture
On  December   19,  2002,   we  sold  a   convertible,   redeemable,   five-year
interest-bearing Series A Convertible Debenture to Aventis Pharmaceuticals, Inc.
(Aventis) for gross proceeds of $3 million in a private placement. The debenture
is  convertible  at Aventis's  option under certain  conditions  into our common
stock based upon a price  substantially  equivalent  to the market  price of our
common  stock  at the  time  of  conversion.  For  more  information  about  the
debenture,  please  refer to our  annual  report on Form 10-K for the year ended
December 31, 2002 to which the debenture was filed as an exhibit.

Mainfield Warrants
On February 24, 2003, we sold a warrant to purchase 150,000 shares of our common
stock to Mainfield  Enterprise Inc. (Mainfield) for gross proceeds of $18,750 in
a private placement.  The warrant is exercisable at $2.96 per share, in whole or
in part,  at any time on or before  February  24,  2008 and  contains  customary
cashless exercise provisions.  The shares of common stock underlying the warrant
were  registered on a  registration  statement on Form S-3 we filed on behalf of
the  warrant-holder   which  became  effective  on  April  22,  2003.  For  more
information  about the warrant,  please refer to our annual  report on Form 10-K
for the year  ended  December  31,  2002 to which  the  warrant  was filed as an
exhibit.

Senior Convertible Notes and Warrants
On March 31,  2003,  we sold in a  private  placement  convertible,  redeemable,
5-year,  interest-bearing  senior  convertible  notes  and  5-year  warrants  to
purchase an  aggregate  total of  1,080,000  shares of our common stock to Smith
Barney  Fundamental  Value Fund,  Heartland Group,  Inc. and SF Capital Partners
Ltd.,  for gross  proceeds of $15 million in the first  tranche of a $20 million
financing package.

The  senior  convertible  notes are  convertible  at a fixed  price of $2.50 per
share,  unless  otherwise  adjusted  prior to  conversion  pursuant to the price
adjustment  provisions  set forth therein.  The  conversion  price of the senior
convertible  notes  will be  lowered  in the event of a sale by us of our common
stock or securities  convertible  into our common stock at a per share  offering
price less than the conversion price of the senior  convertible  notes in effect
immediately  prior to such sale. The warrants are exercisable into shares of our
common stock at $2.70 per share,  unless  otherwise  adjusted  prior to exercise
pursuant to the price adjustment  provisions that are  substantially  similar to
those set forth in the senior convertible notes.

The conversion of the senior  convertible notes and the exercise of the warrants
are  subject  to  shareholder  approval  of  certain  aspects  of the  financing
transaction  and the amendment of our certificate of  incorporation  to increase
our authorized capital stock. In addition,  the senior convertible notes and the
warrants  contain  provisions  that place a cap on the  numbers of shares of our
common stock issuable upon their  conversion or exercise,  such that the holders
thereof  shall not have the right to  convert  any  portion  of the notes to the
extent  that  after  giving  effect  to  such   conversion   the  holders  would
beneficially  own  more  than  19.99%  or  4.99%,  as the  case  may be for  the
respective  holder,  of the  number of shares of our  common  stock  outstanding
immediately prior to such conversion or exercise.

For more information about the senior convertible notes and the warrants, please
refer to our  current  report on Form 8-K dated April 1, 2003 to which a form of
the senior convertible note and a form of the warrant were filed as exhibits.

All of the  securities  issued  in  the  preceding  transactions  were  sold  to
accredited  investors in reliance upon Section 4(2) of the Securities Act and/or
Rule 506 promulgated thereunder.

Item 3.    Defaults Upon Senior Securities. Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.  Not applicable.

                                      -12-
<PAGE>

Item 5.    Other Information.  Not applicable.

Item 6.    Exhibits and Report on Form 8-K.

          (a)  Exhibits

               99.1 Certification of the Chief Executive  Officer pursuant to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.*

               99.2 Certification of the Chief Financial  Officer pursuant to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.*

               *    This  document is being  furnished  in  accordance  with SEC
                    Release Nos. 33-8212 and 34-47551.

          (b)  Reports on Form 8-K

               During  the  three  months  ended  March 31,  2003,  we filed the
               following current reports on Form 8-K:

               -    On February 7, 2003,  announcing  the reported  latest tumor
                    responses  from Phase II gastric cancer trial;

               -    On February 21, 2003,  announcing the fast track designation
                    approved by the FDA for G17DT  combined  with  Cisplatin and
                    5-FU;

               -    On February 25, 2003, attaching the stock purchase agreement
                    with Mainfield  Enterprises Inc. and engagement  letter with
                    Wharton  Capital to sell 500,000  shares of common stock for
                    gross proceeds of $1,480,000;

               -    On  February  25,  2003,   disclosing   unaudited   year-end
                    financial results for the year 2002; and

               -    On March 6, 2003,  announcing  the Phase III data with G17DT
                    for  pancreatic   cancer  patients   presented  to  overseas
                    regulatory agency.

               Subsequent to the three months ended March 31, 2003, we filed the
               following current reports on Form 8-K:

               -    On April 1, 2003,  announcing the sale of senior convertible
                    notes and  warrants  for $15 million to SF Capital  Partners
                    Ltd.,  Heartland  Group,  Inc. and Smith Barney  Fundamental
                    Value Fund Inc. closed on March 31, 2003;

               -    On April 1, 2003,  announcing that the letter of intent with
                    Aventis Pharmaceuticals,  Inc. expired as of March 31, 2003;
                    and

               -    On May 2, 2003,  announcing that Patrick T. Mooney,  MD, has
                    joined our management  team,  reporting to the office of the
                    Chief  Executive  Officer in the  capacity of Chief  Medical
                    Officer.

                                      -13-
<PAGE>

                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

                                     APHTON CORPORATION

Date:  May 15, 2003                  By: /s/ Philip C. Gevas
                                        ----------------------------------------
                                        Philip C. Gevas
                                        Chairman of the Board, Chief Executive
                                        Officer and President
                                        (Principal Executive Officer)

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

                                      -14-
<PAGE>

                                  CERTIFICATION

I, Philip C. Gevas, Chairman of the Board, Chief Executive Officer and
President, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Aphton Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    May 15, 2003          Signature: /s/ Philip C. Gevas
                                          --------------------------------
                                          Philip C. Gevas
                                          Chairman of the Board, Chief Executive
                                          Officer and President
                                          (Principal Executive Officer)

                                      -15-
<PAGE>

                                  CERTIFICATION

I, Frederick W. Jacobs, Vice President, Chief Financial Officer, Treasurer and
Chief Accounting Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Aphton Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:    May  15, 2003        Signature: /s/ Frederick W. Jacobs
                                        ----------------------------------------
                                        Frederick W. Jacobs
                                        Vice President, Chief Financial Officer,
                                        Treasurer and Chief Accounting Officer
                                        (Principal Financial Officer)

                                      -16-
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number      Description

99.1                Certification of the Chief Executive Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.*

99.2                Certification of the Chief Financial Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.*

* This document is being furnished in accordance with SEC Release Nos. 33-8212
and 34-47551.