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):

                                 March 21, 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                  (Commission             (I.R.S. Employer
   Jurisdiction of                  File Number)             Identification
   Incorporation)                                                Number)

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          444 Brickell Avenue, Suite 51-507, Miami, Florida 33131-2492
               (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)



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ITEM 5.   OTHER EVENTS.

          On March 21, 2002, Aphton  Corporation (the "Company")  announced that
the Company  received the funds and sold 1,200,000  shares of registered  common
stock at $10.50 per share for gross  proceeds of  $12,600,000  in a  transaction
managed by Morgan Keegan.

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

          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.

          The Company 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;  and for the prevention
of pregnancy.  The Company has several strategic  alliances  including strategic
alliances with Aventis Pasteur (NYSE:AVE) and GlaxoSmithKline (NYSE:GSK).




ITEM 7.   EXHIBITS.

          (c) Exhibits.

              99.1    Text of Press Release of the Company dated March 21, 2002.





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                                    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, Treasurer and
                                             Chief Accounting Officer

Dated: March 21, 2002