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):

                                  May 21, 2003
<TABLE>
                                                         Aphton Corporation
-----------------------------------------------------------------------------------------------------------------------------------
                                       (Exact name of registrant as specified in its charter)

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

                                        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 or former address, if changed since last report)
</TABLE>

<PAGE>

5.   OTHER EVENTS.

     On May 21, 2003, Aphton  Corporation (the "Company")  announced that at its
annual  meeting of  shareholders  on that date,  the  shareholders  approved the
amendment of the Company's  Certificate of  Incorporation to increase the number
of authorized shares of its common stock, par value $0.001 (the "Common Stock"),
from 30 million to 60 million and to increase the number of authorized shares of
its  preferred  stock,  par value  $0.001,  from 2 million to 4 million.  At the
annual  meeting,  the  shareholders  also re-elected  Messrs.  Georges Hibon and
Nicholas John Stathis as directors to hold office until the 2006 Annual  Meeting
of  Shareholders  and  approved the  previously  announced  $20 million  private
placement  of  senior  convertible  notes  and  warrants  of which the first $15
million tranche closed on March 31, 2003.

ITEM 9. REGULATION FD DISCLOSURE.

     On March 31, 2003,  the Company filed an annual report on Form 10-K for the
year ended December 31, 2002 (the "Annual Report").  Under "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report,  the Company provided certain pro forma financial  information to
supplement the discussion of its liquidity and capital resources position.

     The information  set forth below,  furnished under this "Item 9. Regulation
FD  Disclosure," is intended to be provided under "Item 12. Result of Operations
and Financial  Condition,"  in  accordance  with SEC Release No.  33-8216.  Such
information  shall be considered  "filed" under the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act"), and incorporated by reference into other
filings under the Securities Act of 1933, as amended, and the Exchange Act.

     The selected pro forma  financial  information  summarized  below shows the
effects of (i) the net proceeds of $1,409,950,  of which $1,391,200 was received
on February 21, 2003 from a public offering of 500,000  registered shares of the
Common Stock and the remaining  $18,750 was received on February 24, 2003 from a
private  placement  of warrants to purchase  150,000  shares of the Common Stock
(collectively,  the  "February  Financings"),  and  (ii)  the  net  proceeds  of
$15,000,000  received by April 4, 2003 from the sale of senior convertible notes
and warrants in the first  tranche of a $20 million  overall  financing  package
(the "March  Financing"),  as if the combined funds of $16,409,950 were received
on December 31, 2002.

     The  selected  pro forma  financial  information  below  discloses  certain
financial  measures which may be considered to be non-GAAP financial measures in
certain  circumstances.  Generally,  a non-GAAP financial measure is a numerical
measure  of a  company's  performance,  financial  position,  or cash flows that
either excludes or includes  amounts that are not normally  excluded or included
in the most directly  comparable  measure calculated and presented in accordance
with  generally  accepted  accounting  principles  ("GAAP").  The  combined  net
proceeds of $16,409,950  from the February  Financings  and March  Financing are
material  to  the  Company's   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 the  Company's
financial  position.  The  unaudited  pro  forma  financial  information  is not
necessarily  indicative of the Company's future results of operations and should
be read in
<PAGE>

conjunction  with "Item 7.  Management's  Discussion  and  Analysis of Financial
Conditions  and  Results  of  Operations"  of the  Annual  Report  and  with the
Company's financial statements included therein.  This information should not be
considered  in  isolation  or  as  a  substitute  for  measures  of  performance
determined in accordance with GAAP.

<TABLE>
<CAPTION>
                                                      Actual                 Effect of Proceeds                Pro Forma
                                                December 31, 2002              from Financing              December 31, 2002
Balance Sheet Data:                                                             Transactions
-----------------------------------------    -------------------------    -------------------------    --------------------------
<S>                                                <C>                         <C>                          <C>
Cash and current investments                        $ 8,573,277                $16,409,950(1)                $24,983,227
Total assets                                        $15,990,980                $16,409,950(1)                $32,400,930
Convertible Debentures                              $ 3,000,000                $15,000,000(2)                $18,000,000
Total Liabilities                                   $27,316,616                $15,000,000(2)                $42,316,616
Total stockholders' deficit                        ($11,325,636)               $ 1,409,950(3)               ($ 9,915,686)
Weighted average shares outstanding                  20,747,948                          -                    20,789,615
</TABLE>

------------------------------
(1)  Reflects  the sum of (i) the net proceeds of  $1,409,950  from the February
     Financings,  and (ii)  the net  proceeds  of  $15,000,000  from  the  March
     Financing.
(2)  Reflects  the  aggregate  principal  amount of $15  million  of the  senior
     convertible notes issued and sold in the March Financing.
(3)  Reflects  the  net  proceeds  of  $1,409,950  received  from  the  February
     Financings.  The sale of the $15 million  senior  convertible  notes in the
     March Financing  increases the Company's total assets and total liabilities
     by the same  amount  and  therefore  has no effect on the  Company's  total
     stockholders' deficit.

     Subject to certain conditions, the Company is obligated to sell, and one of
the  investors   who   participated   in  the  first  tranche  March   Financing
(collectively,  the  "Investors")  is obligated to purchase,  an  additional  $5
million of senior  convertible notes and warrants in a second tranche of the $20
million  financing  package.   These  conditions  include:  (i)  a  registration
statement,  filed pursuant to a registration  rights agreement among the Company
and the  Investors,  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  March  Financing  on each of the ten
trading days  immediately  prior to the closing of the second tranche of the $20
million financing package;  (ii) the Common Stock continuing to be listed on the
Nasdaq (or another  acceptable  stock exchange) and it not having been suspended
from  trading or having been  threatened  with  delisting by the Nasdaq (or such
other stock  exchange,  as the case may be), or having  fallen below the minimum
standards  for continued  listing;  (iii) no change of control of the Company or
event of  default  having  occurred  under the  senior  convertible  notes  then
outstanding;  (iv) performance of the Company's  obligation to deliver shares of
the 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) the  Company's  share  price  remaining  above  $3.00 per  share;  and (vi)
shareholder approval of the $20 million financing transaction with the Investors
and the amendment of the Company's  certificate of incorporation to increase its
authorized  Common Stock to 60,000,000  shares having been  obtained,  which the
Company received at its annual meeting of shareholders held on May 21, 2003.
<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: May 21, 2003