SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        For Quarter ended March 31, 2002 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 Identification No.)
       incorporation or organization)


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


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

               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.


                                               Yes  x                  No
                                                   ----                   ---


            The number of shares of Common Stock outstanding as of the close of
                              business on April 30, 2002:

                   Class                                         Number of
                                                             Shares outstanding

        Common Stock, $0.001 par value                           20,101,639

<PAGE>

                               APHTON CORPORATION

                                      Index

                                                                           Page
Part I - Financial Information                                               3

  Item 1.  Financial Statements:

   Balance Sheets - March 31, 2002 and December 31, 2001                     4

   Statements of Operations - Three months ended March 31, 2002 and 2001     5

   Statements of Cash Flows - Three months ended March 31, 2002 and 2001     5

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

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk        8

Part II - Other Information

  Item 1.  Legal Proceedings                                                 9

  Item 2.  Changes in Securities                                             9

  Item 3.  Defaults Upon Senior Securities                                   9

  Item 4.  Submission of Matters to a Vote of Security Holders               9

  Item 5.  Other Information                                                 9

  Item 6.  Exhibits and Reports on Form 8-K                                  9

Signature                                                                   10

                                 -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  most  recent
Registration  Statement on Form S-3 filed on February 7, 2002, our  Transitional
Report on Form 10-K for the eleven months ended  December 31, 2001 and this Form
10-Q.  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 the
Company,  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 the financial  position of
the  Company as of March 31, 2002 and  December  31, 2001 and the results of its
operations  for the three  months  ended March 31,  2002 and 2001;  and its cash
flows for the three months ended March 31, 2002 and 2001.  It is suggested  that
these financial  statements be read in conjunction with the financial statements
and the notes  thereto  included in the  Company's  latest annual report on Form
10-K.

Critical Accounting Policies

The  Company's  significant  accounting  policies are described in Note 2 to the
consolidated  financial  statements  included in our Transitional Report on Form
10-K for the eleven months ended December 31, 2001,  filed with the SEC on April
1, 2002. The Company believes that its most critical accounting policies include
the use of estimates.  The impact of these estimates on results of operations in
2002 and 2001 are not significant. The Company's 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 the Company's  results of operations  during
the three months ended March 31, 2002.



                                 -3-

<PAGE>

                               APHTON CORPORATION

                          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 quarter ended March 31, 2002,  Aphton received  approximately  $27.7 million
for  approximately  2.7  million  shares of its common  stock.  Total costs were
reduced  from $13.1  million in the quarter  ending  December  31, 2001 to $10.4
million in the quarter  ended March 31, 2002.  This decrease is primarily due to
the  completion of  recruitment  for two of the Company's  clinical  trials.  We
expect our total costs to continue to decrease in the remaining  three  quarters
of the year 2002. The Company is planning to initiate two clinical trials in the
fourth  quarter.  Most of the costs  relating  to these  trials will be incurred
during the fiscal year ended December 31, 2003.

<TABLE>
<CAPTION>

                               APHTON CORPORATION
                                 Balance Sheets

                                 Assets                               March 31,           December 31,
                                                                         2002                 2001
                                                                     (Unaudited)
        
                                                          <c>                  <c>
        Current Assets:
        Cash and current investments:
         Cash and short-term cash investments                        $15,339,250          $3,176,717
         Investment securities-trading                                 1,156,172           1,147,417
         Investment securities-held-to-maturity                        6,989,301           1,999,006
                                                                   -------------      --------------
                Total cash and current investments                    23,484,723           6,323,140
       Other assets (including current portion of
            unconditional supply commitment)                             626,223             595,390
                                                                   --------------        -----------
                Total current assets                                  24,110,945           6,918,530
       Equipment and improvements, net                                   179,752             188,597
       Unconditional supply commitment                                 6,625,515           6,875,515
                                                                    ------------       -------------
                Total assets                                         $30,916,213         $13,982,642
                                                                     ===========        ============

                  Liabilities and Stockholders' Equity
       Liabilities:
       Current liabilities:
        Accounts payable and other                                   $10,083,883        $10,715,430
                                                                    ------------       ------------
                Total current liabilities                             10,083,883         10,715,430
        Deferred revenue                                              10,000,000         10,000,000
                                                                   -------------         ----------
                Total liabilities                                     20,083,883         20,715,430
                                                                    ------------         ----------
       Commitments
       Stockholders' (Deficit) Equity:
         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:  20,101,639 shares at  March
         31, 2002 and 17,386,996 shares at December 31, 2001              20,102             17,387
        Additional paid in capital                                   121,215,753         93,566,314
        Purchase warrants                                                298,900            298,900
            Accumulated deficit                                     (110,702,425)      (100,615,389)
                                                                   -------------      -------------
                Total stockholders' equity                            10,832,330         (6,732,788)
                                                                   -------------    ---------------
                Total liabilities and stockholders' equity           $30,916,213        $13,982,642
                                                                     ===========      =============

</TABLE>
                                         -4-
<PAGE>

<TABLE>
<CAPTION>

                                                             APHTON CORPORATION
                                                    Statements of Operations (Unaudited)
                                              For the three months ended March 31, 2002 and 2001

                                                                     Three months ended          Three months ended
                                                                       March 31, 2002             March 31, 2001

                                                                    <c>                          <c>
                                                                          $           -                $          -
                                                                         --------------               -------------
Revenue:
Costs and expenses:
  General and administrative                                                    389,432                     372,690
  Research and development                                                    9,690,247                   4,927,519
                                                                          -------------                ------------
     Total costs and expenses                                                10,079,679                   5,300,209
                                                                          -------------                ------------
     Loss from operations                                                    10,079,679                   5,300,209
                                                                          -------------                ------------
Other income (expense):
  Dividend and interest income                                                   22,288                     229,965
  Unrealized losses from investments                                            (29,645)                   (968,964)
                                                                               --------                   ---------
     Net loss                                                              $(10,087,036)                $(6,039,208)
                                                                          =============                 +===========
Per share data:
  Basic and fully diluted loss per common share
                                                                                 $(0.54)                     $(0.37)
                                                                                =======                      =======
  Weighted average number of common shares outstanding                       18,740,210                   16,199,493
                                                                          =============                =============
</TABLE>


The net  loss  for the  three  months  ended  March  31,  2002  and 2001 was the
comprehensive loss for those periods. For all periods presented potential common
shares, consisting of approximately 2.7 million purchase warrants, were excluded
from  the   computation   of  net  loss  per  share  because  their  effect  was
anti-dilutive.

<TABLE>
<CAPTION>

                                                               APHTON CORPORATION
                                                     Statements of Cash Flows (Unaudited)
                                             For the three months ended March 31, 2002 and 2001



                                                                                     2002              2001

                                                                               <c>              <c>


Cash flows from operating activities:
       Cash paid to suppliers and employees                                       $(10,490,271)    $(4,360,767)
                                                                                  -------------    ------------
        Net cash used in operating activities                                      (10,490,271)     (4,360,767)
Cash flows from investing activities:
     Purchase of held to maturity securities                                        (6,990,295)    (12,433,154)
     Proceeds from maturity of held to maturity securities                           2,000,000      11,013,000
     Capital expenditures                                                               (9,055)        (62,411)
                                                                                  -------------    -----------
     Net cash used in investing activities                                          (4,999,350)     (1,482,565)
                                                                                  -------------    -----------
Cash flows from financing activities:
  Sales of stock                                                                    27,652,154               -
                                                                                  -------------    -----------
Cash received from financing activities                                             27,652,154               -
                                                                                  -------------    -----------
     Net increase (decrease) in cash and short-term cash investments                12,162,533      (2,878,202)
Cash and short-term cash investments:
     Beginning of period                                                             3,176,717      10,144,849
                                                                                  -------------    -----------
     End of period                                                                 $15,339,250      $7,266,647
                                                                                  =============    ============
     Reconciliation of net loss to net cash used in operating activities
Net loss                                                                          $(10,087,036)    $(6,039,208)
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                      17,900          19,104
     Net (increase) decrease in investment securities-trading                           (8,755)        922,664
     Unrealized losses from investments                                                 29,645         968,964
     Decrease in accrued employee benefits                                             (29,645)       (968,964)
     Changes in -
       Other assets - including current portion of supply commitment                   (30,833)         (5,651)
       Unconditional supply commitment - long term portion                             250,000               -
       Accounts payable and other                                                     (631,547)        742,324
                                                                                  -------------    ------------
Net cash used in operating activities:                                            $(10,490,271)    $(4,360,767)
                                                                                  =============    ============

</TABLE>



                                      -5-


<PAGE>


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

                        Three months ended March 31, 2002

                                     General

Aphton  Corporation  is a  biopharmaceutical  company in one phase III and three
phase II clinical trials. We apply our innovative 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 have strategic alliances with Aventis Pasteur
(NYSE: AVE), GlaxoSmithKline (NYSE: GSK) and others.

Aphton's  anti-gastrin targeted therapy induces antibodies in patients that bind
to both gastrin 17 and gly-gastrin and remove them from circulation  before they
can initiate cell growth.  Gastrin 17 and gly-gastrin are believed to be central
growth  factors,   or  the  initiating   signals,   for  cell  growth  and  cell
proliferation and metastasis (spread) in colon, pancreatic,  stomach, esophageal
and other  gastrointestinal  system  cancers.  This is  accomplished  by gastrin
binding to the large  numbers of gastrin  receptors  on the tumor cell  surface.
Interrupting  this process by immunizing the patient with Aphton's  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 "healthy"  cells in the GI system,  unless
they are malignant, or on the path to malignancy (except for 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  was  amplified
synergistically  when Aphton's drug was given together with a  chemotherapeutic.
Gastrin also stimulates the secretion and expression of other  important  growth
factors and  receptors  within and on the surface of the cancer cell 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.

                                Clinical Results

The most  important  clinical  result  during  the  quarter  was in our phase II
clinical trial for patients with metastatic  gastric cancer. An interim analysis
of the first 30  patients on whom  results  were  available  showed that no side
effects were  attributed to the immunogen,  and 50% had a tumor shrinkage of 50%
or greater,  including a complete response (no detectable residual tumor). These
response rates compare  favorably with the response rates of  chemotherapy  with
cisplatin  plus 5FU as reported in the medical  literature  for  well-controlled
trials,  the FDA's standard  requirement.  The only MEDLINE referenced phase III
and II trials of substantial  and  statistically  significant  size for patients
with metastatic gastric cancer, were performed by the European  Organization for
Research &  Treatment  of Cancer  (EORTC) and the US South West  Oncology  Group
(SWOG).  They showed  response  rates of 20% and 10%,  respectively.  Aphton has
completed  recruitment  for its  phase  II  clinical  trial  for  patients  with
metastatic   stomach  cancer  and  is  following  the  patients  while  awaiting
additional interim results which will be followed by final analysis of the data.
Aphton's  anti-gastrin  targeted  therapy  adds a  biological  dimension  to the
treatment of gastrointestinal cancers, without adding toxicity.

                              Results of Operations

During the quarter ended March 31, 2002,  Aphton  received  approximately  $27.7
million for  approximately  2.7 million shares of its common stock.  Total costs
were  reduced  from  $13,197,503  in the  quarter  ending  December  31, 2001 to
$10,087,036 in the quarter ended March 31, 2002.  This decrease is primarily due
to the completion of recruitment for two of the Company's  clinical  trials.  We
expect our total costs to continue to decrease in the remaining  three  quarters
of the year 2002. The Company is planning to initiate two clinical trials in the
fourth  quarter.  Most of the costs  relating  to these  trials will be incurred
during the fiscal year ended December 31, 2003.

During this period the Company had no contract revenues. The investment earnings
on cash and current  investments  for the three  months ended March 31, 2002 was
$22,288,  compared  to  $229,965  for the quarter  ended  March 31,  2001.  This
decrease was due to lower average cash balances and interest rates. Total

                                  -6-
<PAGE>


research and development  expenditures increased $4,762,728 to $9,790,247 in the
three  months  ended March 31, 2002 over the three  months ended March 31, 2002.
These costs  included  the costs of  establishing  centers  where  patients  are
treated and monitored.  This 97% increase was a result of the increased clinical
trial costs  associated with the  development of the Company's  products and the
reduction of research  and  development  costs by $969,000 in the quarter  ended
March 31, 2001. Research and development  expenses were reduced by approximately
$30,000 in the quarter ended March 31, 2002. This reduction  corresponds with an
adjustment of the same amount for unrealized loss on investment securities.  The
Company allows  certain  employees to defer a portion of  compensation,  and the
Company transfers this amount into an investment  account such that the employee
is able to direct the investment of the funds. The related investment securities
are  held by the  Company,  and are  subject  to the  general  creditors  of the
Company.  These employees direct the investment of the funds, and the changes in
value in these  investments are recognized as unrealized gains and losses in the
statement  of  operations  with a  corresponding  increase  or  decrease  to the
carrying  value of the  investment  account.  The same  amount is used to adjust
research and development expense and the corresponding  liability for employees'
wages and benefits payable.  Unrealized holding losses on trading securities and
the  corresponding   decrease  in  research  and  development   expense  totaled
approximately  $30,000  in the three  month  period  ending  March 31,  2002 and
approximately $969,000 for the three months ended March 31, 2001.

The Company does not accumulate cost information by major  development  product.
Many costs are  applicable to more than one product.  We receive  reimbursements
from our strategic  partners for some of our research and  development  expenses
and these  expenses are not included in our costs.  We estimate  that 93% 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.  The
Company does not speculate on the timing of approvals by regulatory authorities.

                                      Other

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting  Standards  No. 141,  "Business  Combinations,"  which the
Company  adopted  in July  2001 and No.  142,  "Goodwill  and  Other  Intangible
Assets," which was adopted in January 2002, effective for fiscal years beginning
after December 15, 2001.  Under the new rules,  goodwill and  intangible  assets
deemed to have indefinite  lives will no longer be amortized but will be subject
to annual  impairment tests in accordance with the Statements.  Other intangible
assets will continue to be amortized  over their useful  lives.  The adoption of
these statements did not have an impact on the Company's  financial  position or
results from operations.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets"  (SFAS No. 144),  which the Company  adopted on
January 1, 2002. SFAS 144 superseded Statement of Financial Accounting Standards
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be  Disposed  Of," and the  accounting  and  reporting  provisions  of
Accounting   Principles  Board  Opinion  No.  30,   "Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions," for
the disposal of a segment of a business.  SFAS No. 144 also  amended  Accounting
Research Bulletin No. 51, "Consolidated  Financial Statements," to eliminate the
exception to  consolidation  for a subsidiary  for which control is likely to be
temporary.  The  adoption  of these  statements  did not have an  impact  on the
Company's financial position or results from operations.

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

The Company has financed its operations since inception  through the sale of its
equity securities and, to a lesser extent,  operating  revenues from R&D limited
partnerships  to conduct  research  and  development.

                                    -7-
<PAGE>

These funds provided the Company with the resources to acquire staff,  construct
its research and development facility,  acquire capital equipment and to finance
technology and product development, manufacturing and clinical trials.

On March 21, 2002, the Company sold 1,200,000 shares of registered  common stock
at $10.50 per share and received net proceeds of $11.8  million.  On February 7,
2002, the Company sold 1,345,000 shares of registered common stock at $12.70 per
share and received net proceeds of $16.1 million.

During the eleven months ended December 31, 2001, the Company received  proceeds
of approximately  $13.3 million net of approximately $1.0 million offering costs
from the closing of a private  financing with several funds.  The Company issued
1,187,503  shares of common stock and there were no warrants or options included
with this private placement. Approximately 170,000 additional shares were issued
subsequent to December 31, 2001 due to an  anti-dilution  provision for the sale
of securities at less than $12.00 per share prior to October 2002.

The Company  anticipates that its existing capital  resources which are composed
primarily of cash and short-term cash investments, including the proceeds of its
private  placements  and  interest  thereon,  would  enable it to  maintain  its
currently  planned  operations  through the year ending  December 31, 2002.  The
Company's  working  capital and capital  requirements  will depend upon numerous
factors,  including the  following:  the progress of the Company's  research and
development  program,  preclinical  testing and clinical trials;  the timing and
cost of obtaining regulatory approvals; the levels of resources that the Company
devotes  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 the Company's products and the ability
of the  Company to obtain  funds  from such  strategic  alliances  or from other
sources.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has no material  changes to the disclosure on this matter made under
Item 7A of its  Transitional  Report on Form 10-K for the  eleven  month  period
ended December 31, 2001.

                                   -8-
<PAGE>


                           Part II - Other Information


Item 1. Legal Proceedings. Not applicable.

Item 2. Changes in Securities. Not applicable.

Item 3. Defaults Upon Senior Securities. Not applicable.

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

Item 5. Other Information. Not applicable.

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

      (a) Exhibits

          10.1D*    Amendment No. 3 dated March 25, 2002 to the  Collaboration
                    and License Agreement by and between Aphton  Corporation and
                    SmithKline Beecham PLC dated as of June 12, 1998, as amended
                    through Amendment No. 1 dated May 10, 2000 and Amendment No.
                    2 dated July 2, 2001.

      (b) Reports on Form 8-K

               During the three months ended March 31, 2002,  the Company  filed
               the following current reports on Form 8-K:

               -    on January 23, 2002,  announcing  the  completion of patient
                    recruitment for the Company's gastric cancer clinical trial;

               -    on January  31,  2002,  announcing  the  effectiveness  of a
                    registration  statement on Form S-3 to sell 1,500,000 shares
                    of the Company's common stock;

               -    on   February  5,  2002,   disclosing   the  signing  of  an
                    underwriting  agreement  among the Company,  UBS Warburg LLC
                    and Morgan Keegan & Co., Inc.;

               -    on February 5, 2002, announcing the sale of 1,345,000 shares
                    of the  Company's  common  stock;

               -    on February 7, 2002, announcing the closing of the offer and
                    sale of 1,345,000 shares of the Company's common stock;

               -    on  February   11,  2002,   disclosing   that  a  scientific
                    collaborator of the Company had announced interim results of
                    a  gastric  cancer  Phase  II  clinical  trial  at the  12th
                    International Congress in Paris on anti-cancer treatment;

               -    on March 18, 2002,  disclosing certain preliminary unaudited
                    summary financial  information of the Company for the period
                    ended December 31, 2001;

               -    on March 18, 2002, disclosing the signing of an underwriting
                    agreement between the Company and Morgan Keegan & Co., Inc.;

               -    on March 21, 2002,  announcing  the closing of the offer and
                    sale of 1,200,000 shares of the Company's common stock.


* A  portion  of  the  exhibit  has  been  omitted  pursuant  to a  request  for
  confidential treatment.

                                    -9-
<PAGE>


                                    Signature

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 9, 2002              By:  /s/ Frederick W. Jacobs
                                     -------------------------------------------
                                     Frederick W. Jacobs
                                     Vice President, Chief Financial Officer,
                                         Treasurer and Chief Accounting Officer


                              -10-