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 6, 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 6, 2002, Aphton Corporation (the "Company") announced that
the Company  received the funds and sold 1,520,000  shares of registered  common
stock at $2.375 per share for gross  proceeds of  $3,610,000  in a  transaction.
Life  Science  Group,  Inc.  acted as  placement  agent in  connection  with the
transaction.

          The  proceeds  of the  financing  will be used for  general  corporate
purposes,   including  to  fund  the  Company's  on-going  clinical  trials  and
operations while the Company  negotiates with one or more strategic  partners to
structure a worldwide  agreement  that could  provide  substantial  funds to the
Company,  immediate and over time,  if and when  negotiations  are  successfully
concluded.

          A registration  statement  relating to these securities has been filed
with and declared  effective by the  Securities  and Exchange  Commission.  This
press release shall not  constitute an offer to sell or the  solicitation  of an
offer to buy,  nor shall there be any sale of these  securities  in any state in
which such offer,  solicitation or sale would be unlawful, prior to registration
or qualification under the securities laws of any such state.

          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 Pasteur (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.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits.

               99.1  Text of Press  Release of the  Company  dated  December  6,
                     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 6, 2002