SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter ended April 30, 1998              Commission File Number 0-19122


                               APHTON CORPORATION
             (Exact name of registrant as specified in its charter)


        Delaware                                            95-3640931
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


    444 Brickell Avenue, Suite 51-507                     33131-2492
             Miami, Florida                               (Zip Code)
(address of principal executive offices)


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

     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 14 or 15(d) of the Securities Exchange
     Act of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports), and (2) has been
            subject to such filing requirements for the past 90 days.


                       Yes    x               No     __


       The number of shares of Common Stock outstanding as of the close of
                           business on April 30, 1998:

                          Class                        Number of
                                                    Shares outstanding

              Common Stock, $0.001 par value            14,191,217


                               APHTON CORPORATION

                                      Index


                                                                  Page

Part I - Financial Information                                       3

    Item 1.  Financial Statements:

       Balance Sheets - April 30, 1998 and January 31, 1998          3

       Statements of Operations - Three months ended
          April 30, 1998 and 1997                                    4

       Statements of Stockholders' Equity - Three months ended
          April 30, 1998 and the nine months ended January 31, 1998  4

       Statements of Cash Flows - Three months ended April 30, 1998
          and 1997                                                   5

    Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                5


Part II - Other Information

    Item 1.  Legal Proceedings                                       8

    Item 2.  Changes in Securities                                   8

    Item 3.  Defaults Upon Senior Securities                         8

    Item 4.  Submission of Matters to a Vote of Security Holders     8

    Item 5.  Other Information                                       8

    Item 6.  Exhibits and Reports on Form 8-K                        8

Signature Page                                                       8





                               APHTON CORPORATION
                         Part I - Financial Information
The  financial  statements  included  herein have been  prepared by the Company,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  In the opinion of  management,  the financial  statements
include all  adjustments  necessary to present fairly the financial  position of
the  Company as of April 30,  1998 and  January  31, 1998 and the results of its
operations  and its cash flows for the three  months  ended  April 30,  1998 and
1997. It is suggested  that these  financial  statements be read in  conjunction
with the financial  statements  and the notes thereto  included in the Company's
latest annual report on Form 10-K.


                               APHTON CORPORATION
              Balance Sheets - April 30, 1998 and January 31, 1998

                                                  April 30,          January 31,
                                                    1998                 1998
                  Assets
Current Assets:
Cash and short-term cash investments           $12,216,527          $14,226,000
Other assets (including current portion of
     unconditional supply commitment)              185,187              205,454
         Total current assets                   12,401,714           14,431,454
Equipment and improvements, at cost,
     net of accumulated depreciation
     and amortization                              182,218              197,736
Unconditional supply commitment                  8,951,000            8,951,000
         Total assets                          $21,534,932          $23,580,190

                      Liabilities and Stockholders' Equity

Liabilities:
Current liabilities:
     Accounts payable and other                 $2,539,513           $2,273,072
         Total current liabilities               2,539,513            2,273,072
Deferred revenue                                10,000,000           10,000,000
         Total liabilities                      12,539,513           12,273,072

Commitment

Stockholders' Equity:
     Common stock, $0.001 par value -
     Authorized:  30,000,000 shares
     Issued and outstanding:  14,191,217 shares at
         April 30, and January 31, 1998             14,191               14,191
     Additional paid in capital                 42,955,207           42,955,207
     Purchase warrants                             341,404              341,404
     Accumulated deficit                       (34,315,383)         (32,003,684)
         Total stockholders' equity              8,995,419           11,307,118
         Total liabilities and 
            stockholders' equity               $21,534,932          $23,580,190



                               APHTON CORPORATION
                            Statements of operations
               for the three months ended April 30, 1998 and 1997

                                                   Three Months Ended
                                                        April 30,
                                             1998                    1997
Revenue:

    Dividend, interest and other income    $153,315                  $63,801
       Total                                153,315                   63,801
Costs and Expenses:

    Research and development expense      2,224,891                1,363,187
    General and administrative expense      240,123                  125,981
    Non-cash interest expense of
       convertible security               ____    -                   15,342
       Total costs and expenses           2,465,014                1,504,510
         Net loss                       $(2,311,699)             $(1,440,709)
     Basic loss per common share             $(0.16)                  $(0.11)
     Diluted loss per common share           $(0.16)                  $(0.11)
       Weighted average number of common                                   
         shares outstanding              14,191,217               12,913,149


                       Statements of stockholders' equity
                    for the three months ended April 30, 1998
                 and for the nine months ended January 31, 1998

                 Common  Stock      Additional
                                      Paid in  Purchase Accumulated
              Shares       Amount     Capital  Warrants   Deficit       Total
Balance,
May 1, 1998 12,913,149 $26,665,091 $1,097,560 $147,004 $(25,399,140)$2,510,515

Sale of 
stock, net     715,000  10,000,000          -        -            - 10,000,000
           
Issuance of
purchase warrants
 for services        -           -          -  198,900            -    198,900
                 
Exercise of purchase
warrants         4,000       5,500          -   (4,500)           -      1,000

Transfer between
equity accounts
resulting from a
change in the par
value of the stock     (41,857,647)41,857,647        -            -          -

Conversion of
convertible 
debt            559,068  5,201,247          -        -            -  5,201,247
 
Net loss        _______  _________ __________   ______   (6,604,544)(6,604,544)
         
Balance,
January 31,
 1998        14,191,217     14,191 42,955,207  341,404  (32,003,684)11,307,118
             __________     ______ __________  _______  ___________ __________
Net loss              -          -          -        -   (2,311,699)(2,311,699)
             __________     ______ __________  _______  ___________ __________
Balance,
April 30,
 1998        14,191,217    $14,191$42,955,207 $341,404 $(34,315,383)$8,995,419
             ==========    ======= ==========  =======   ==========  =========

                               APHTON CORPORATION
   Statements of cash flows for the three months ended April 30, 1998 and 1997
           Increase (decrease) in cash and short-term cash investments
                                                 Three Months Ended April 30,
                                                  1998                 1997
Net cash used in operating activities         $(2,009,473)         $(540,048)
Net cash provided from non-operating activities         -          5,000,000
Net change in cash and short-term 
     cash investments                          (2,009,473)         4,459,952
Cash and short-term cash investments:
    Beginning of year                          14,226,000          4,385,787
    End of period                             $12,216,527         $8,845,739

                     Reconciliation of net loss to net cash
                          used in operating activities
Net loss                                      $(2,311,699)       $(1,440,709)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                   15,518             24,793
Changes in-
    Cash receipt treated as deferred revenue           --          1,000,000
    Decrease (increase) in other assets            20,267           (262,581)
    Increase in accounts payable                  266,441            138,449
Net cash used in operating activities         $(2,009,473)         $(540,048)


                Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations

                                     General
Aphton Corporation is a biopharmaceutical  company developing products using its
innovative   therapeutic  vaccine  technology  for  neutralizing  hormones  that
participate  in  gastrointestinal  system  and  reproductive  system  cancer and
non-cancer  diseases;  and the  prevention  of  pregnancy.  Aphton has strategic
alliances with Pasteur Merieux Connaught  (Rhone-Poulenc Group), Schering Plough
Animal  Health  and the World  Health  Organization  (WHO).  Aphton's  Web page,
describing the company,  its technology,  products,  strategic  alliances,  news
releases  and  reports of  independent  research  analysts,  can be visited  at:
www.aphton.com.

                               Results and Status


Survival
In January of 1998,  Aphton announced  increased  survival  results,  which were
statistically  significant,  from  a  comparative  analysis  of its  Phase  I/II
clinical   trials   in   which   Aphton's   anti-gastrin   therapeutic   vaccine
Gastrimmune(TM)  was administered to patients with end-stage  colorectal  cancer
("advanced"  Dukes D). The study was carried out at the Queens  Medical  Center,
University  of  Nottingham,  UK. See  Aphton's  10-K for the nine  months  ended
January 31, 1998 and news  release  dated  January 22, 1998 for further  details
describing this comparative analysis.

Results:  The patients immunized with  Gastrimmune(TM)  had a median survival of
338 days vs. 184 days for the comparative  placebo group. The increased survival
in the  Gastrimmune(TM)  group was statistically  significant both by univariate
analysis,  with p=0.046 and by  multivariate  analysis,  with p=0.026.  Aphton's
Chief Medical Officer spoke for the Company when he said:  "These  statistically
significant  survival  results  with  Gastrimmune(TM),  in such  terminally  ill
patients, are very encouraging."

Aphton's Phase III trial program encompasses the above  gastrointestinal  system
cancers.  Since all of these are  stimulated  by gastrin,  Aphton  could and did
select stomach cancer as the first indication for which regulatory approval will
be sought,  because:  (a) survival  time,  the "end point," is short relative to
colon  cancer  (the  patients  selected  in Phase  I/II);  (b)  trial  costs are
relatively  low; (c) there is no current  effective  therapy;  (d) the number of
patients, worldwide, is in the millions.

Aphton  is  also  preparing  for  additional  Phase  III  clinical  trials  with
Gastrimmune(TM),  because of the above-mentioned,  though unexpected,  increased
survival  results with such advanced,  terminally  ill, cancer  patients.  Those
under active  consideration  include  colorectal cancer (both Duke's stage D and
Duke's  stages  B,  C);  and  pancreatic   cancer.  The  timing  and  degree  of
aggressiveness in these additional programs will, of course, be based on funding
considerations, in addition to commercial and humanitarian objectives.

The   Financial   Accounting   Standards   Board  (FASB)   issued   several  new
pronouncements  in  1997,  including  SFAS  No.  130,  "Reporting  Comprehensive
Income";  and SFAS No. 131,  "Disclosures  About  Segments of an Enterprise  and
Related Information." SFAS No. 130 states that all items that are required to be
recognized under accounting  standards as components of comprehensive  income be
reported in a financial  statement that is displayed with the same prominence as
other financial statements. SFAS No. 131 requires disclosures regarding segments
of an enterprise and related  information  that reflects the different  types of
business  activities in which the enterprise  engages and the different economic
environments in which it operates.  The adoption of these  standards  during the
Company's  fiscal year ended January 31, 1999 is not expected to have a material
effect on the Company's  financial  statements.  In January 1998,  the FASB also
issued  SFAS  No.  132,   "Employers'   Disclosure   About  Pensions  and  Other
Postretirement  Benefits"  which is not  applicable  to the  Company  since  the
Company does not provide such benefits.

The  Company  is aware of the issues  associated  with the  programming  code in
existing digital  computer systems as the year 2000 approaches.  The "year 2000"
problem  is  pervasive  and  complex,   extending  beyond  purely  computational
considerations,  to control  systems,  as well.  Virtually  every  computer,  or
computer-chip  driven  operation will be affected in some way by the rollover of
the two digit  year  value to 00. The issue is  whether  computer  systems  will
properly  recognize  date sensitive  information  when the year changes to 2000.
Systems that do not properly recognize such information could generate erroneous
data or cause a system to fail.  Management  plans to  implement  any  necessary
vendor upgrades and modifications to assure continued functionality with respect
to the widely  discussed  software  problems  associated  with the year 2000. At
present,  management  does not expect that  material  incremental  costs will be
incurred in the aggregate or in any single future year.

Inflation and changing  prices have not had a  significant  effect on continuing
operations and are not expected to have any material  effect in the  foreseeable
future.  Dividend,  interest  and  other  income  were  primarily  derived  from
money-market accounts.
                         Liquidity and Capital Resources

The Company had financed its operations since inception  through the sale of its
equity securities and, to a lesser extent,  operating  revenues from R&D limited
partnerships  to conduct  research  and  development.  These funds  provided the
Company  with the  resources  to  acquire  staff,  construct  its  research  and
development  facility,  acquire capital equipment and to finance  technology and
product  development,  manufacturing  and clinical  trials.  In April 1997,  the
Company issued a $5,000,000 7% senior redeemable convertible  debenture.  During
the nine months ended January 31, 1998 the  debenture  and related  interest was
converted into 559,068 shares of the Company's common stock.

The Company  anticipates that its existing capital  resources which are composed
primarily of cash and short-term cash investments, including the proceeds of its
private  placements  and  interest  thereon,  would  enable it to  maintain  its
currently  planned  operations into the year 2000. The Company's working capital
and capital  requirements  will  depend upon  numerous  factors,  including  the
following:  the  progress of the  Company's  research and  development  program,
preclinical  testing  and  clinical  trials;  the timing  and cost of  obtaining
regulatory  approvals;  the  levels of  resources  that the  Company  devotes to
product  development,  manufacturing and marketing  capabilities;  technological
advances;  competition;  and collaborative  arrangements or strategic  alliances
with other drug companies, including the further development,  manufacturing and
marketing of certain of the Company's products and the ability of the Company to
obtain funds from such strategic alliances or from other sources.


                           PART II - Other information

Item 1.   Legal Proceedings.  Not applicable.

Item 2.   Changes in Securities.  Not applicable.

Item 3.   Defaults Upon Senior Securities.  Not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.  Not applicable.

Item 5.   Other Information.  Not applicable.

Item 6.   Exhibits and Report on Form 8-K.

          a.     Exhibit Numbers

                 27.1   Financial Data Schedule

          b.     There was a report on Form 8-K filed during this quarter which
                 announced the Company's  change in state of incorporation from
                 California to Delaware and the change in the Company's year
                 end from April 30 to January 31.

                                    Signature

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

                                                Aphton Corporation


Date:  June 12, 1998                       By:      /s/ Frederick W. Jacobs
                                                      ----------------------
                                                      Frederick W. Jacobs
                                                      Chief Accounting Officer
                                                               and Treasurer