Exhibit 99.3
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                              N E W S   R E L E A S E

               APHTON ANNOUNCES SALE OF COMMON STOCK AND WARRANTS

                                February 24, 2003

Miami, FL - Aphton Corporation (Nasdaq: APHT) announced today that the company
sold 500,000 shares of registered common stock from its shelf registration
statement on Form S-3 at $2.96 per share (the average of the closing bid prices
of the common stock for the five days preceding pricing) for gross proceeds of
$1,480,000, and 150,000 unregistered warrants in a private placement at $0.125
per warrant for gross proceeds of $18,750. Each warrant has registration rights
and entitles the holder thereof to purchase a share of Aphton common stock at a
price of $2.96 per share (the average of the closing bid prices of the common
stock for the five days preceding pricing) for the next five years. The
purchaser is a private equity fund located in New York.

The proceeds of the financing will be used for general corporate purposes,
including to fund Aphton's on-going clinical trials and operations.

A registration statement relating to the common stock has been filed with and
declared effective by the Securities and Exchange Commission. The warrants have
not been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an exemption from
the registration requirements.

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 developing products using its
innovative targeted immunotherapy technology for neutralizing hormones that
participate in gastrointestinal system and reproductive system cancer and
non-cancer diseases. Aphton has strategic alliances with Aventis Pasteur for
treating gastrointestinal system and other cancers with G17DT in North America
and Europe; GlaxoSmithKline for reproductive system cancer and non-cancer
diseases worldwide; and others.

Except for the historical information herein, the matters discussed herein are
forward-looking statements that involve a number of risks and uncertainties and
are not a guarantee of future performance. Future results may vary significantly
based on a number of factors including, but not limited to, intellectual
property risks, risks in regulatory and market acceptance of new products and
continuing demand for same, the impact of competitive products and pricing,
changing economic conditions and other risk factors that are inherent in the
drug development process and the company's business including those set forth in
Aphton's most recent 10-K and other filings with the Securities and Exchange
Commission. It is not possible to predict or identify all such



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risk factors that could cause actual results to differ from expected or
historical results. The company's actual results could differ from these
forward-looking statements and the company undertakes no obligation to update
publicly any forward-looking statement.

Contact: Aphton Corporation; Investor Relations, J.L. Whitmore, 305-374-7338.




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