SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

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

               Date of Report (Date of earliest event reported):

                                December 20, 2002

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



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


              80 SW Eighth Street, Suite 2160, Miami, Florida 33130
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               (Address of principal executive offices) (zip code)

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


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          (Former name or former address, if changed since last report)



<PAGE>
ITEM 5.   OTHER EVENTS.

          On December 20, 2002,  Aphton  Corporation  (the "Company")  announced
today  that it issued  and sold a  convertible,  redeemable,  5-year $3  million
interest bearing debenture (note) to Aventis for proceeds of $3 million.

          In addition,  Aphton  announced the concurrent  signing of a Letter of
Intent, to restructure  Aphton's  co-promotion and marketing  collaboration with
Aventis Pasteur.  Consummation of the transactions contemplated by the Letter of
Intent  will be subject to,  among  other  conditions  to be  determined  by the
parties, Aventis's completion of due diligence to its satisfaction , approval of
the  transaction by Aventis's and Aphton's  respective  Board of Directors,  and
negotiation and execution of definitive  agreements for the transaction that are
mutually agreeable to Aventis and Aphton.

          The  transactions  contemplated by the Letter of Intent would include,
in  part,  the  granting  of  exclusive  worldwide  rights  to  Aphton's  active
immunization  targeting gastrin or its receptor(s),  including,  but not limited
to, G17DT, for all oncology indications, and also to monoclonal antibodies under
development by Aphton  targeting  gastrin or its  receptor(s),  for all oncology
indications.  Aphton would  receive an initial  payment  under the  restructured
agreement,  and would be entitled to receive  milestone  payments upon achieving
certain goals and royalties on sales.  Aventis would be responsible for the cost
of all preclinical,  clinical development and registration activities.

          The note is convertible at Aventis's  option under certain  conditions
into  shares  of  Aphton's  common  stock at a  conversion  price  substantially
equivalent  to the market price of the common  stock at the time of  conversion.
Aphton has the right and obligation to redeem the note under certain  conditions
at any time within the next 5 years.

          No further details will be provided until a final  agreement,  if any,
is fully executed.

          Aphton Corporation is a biopharmaceutical company in one Phase III and
three  Phase  II  clinical  trials  developing  products  using  its  innovative
vaccine-like   technology  for   neutralizing   hormones  that   participate  in
gastrointestinal  system and reproductive  system cancer and non-cancer diseases
worldwide.  Aphton has several strategic alliances including strategic alliances
with Aventis (NYSE: AVE) for treating  gastrointestinal system and other cancers
with G17DT in North  America and Europe;  and  GlaxoSmithKline  (NYSE:  GSK) for
reproductive system cancer and non-cancer diseases worldwide; and others.


ITEM 7.   EXHIBITS.

          (c)  Exhibits.

               99.1      Text of Press Release of the Company dated December 20,
                         2002.

<PAGE>
                                    SIGNATURE

          Pursuant to the  requirements  of the  Securities  and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                        APHTON CORPORATION
                                        (Registrant)

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

Dated: December 20, 2002