SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

            For Quarterly ended April 30, 1999  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 13 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 June 1, 1999:

Class                                                    Number of
                                                      Shares outstanding

Common Stock, $0.001 par value                            14,433,384


                               APHTON CORPORATION

                                      Index


                                                                       Page

Part I - Financial Information                                           3

    Item 1.  Financial Statements:

       Balance Sheets - April 30, 1999 and January 31, 1999              3

       Statements of Operations - Three months ended
          April 30, 1999 and 1998                                        4

       Statements of Cash Flows - Three months ended April 30, 1999
          and 1998                                                       4

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


Part II - Other Information

    Item 1.  Legal Proceedings                                           7

    Item 2.  Changes in Securities                                       7

    Item 3.  Defaults Upon Senior Securities                             7

    Item 4.  Submission of Matters to a Vote of Security Holders         7

    Item 5.  Other Information                                           7

    Item 6.  Exhibits and Reports on Form 8-K                            7

Signature Page                                                           7








                                                  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,  1999 and  January  31, 1999 and the results of its
operations  and its cash flows for the three  months  ended  April 30,  1999 and
1998. 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, 1999 and January 31, 1999

                                                   April 30,       January 31,
                                                      1999             1999
                  Assets
Current Assets:
Cash and short-term cash investments               $8,454,043      $10,164,069
Other assets (including current portion of
     unconditional supply commitment)                 371,276          469,811
         Total current assets                       8,825,319       10,633,880
Equipment and improvements, at cost,
     net of accumulated depreciation
     and amortization                                 218,632          215,599
Unconditional supply commitment                     8,650,000        8,650,000
         Total assets                             $17,693,951      $19,499,479

                      Liabilities and Stockholders' Equity

Liabilities:
Current liabilities:
     Accounts payable and other                    $2,649,267       $2,947,951
         Total current liabilities                  2,649,267        2,947,951
Deferred revenue                                   10,000,000       10,000,000
         Total liabilities                         12,649,267       12,947,951

Commitment

Stockholders' Equity:
     Common stock, $0.001 par value -
     Authorized:  30,000,000 shares
     Issued and outstanding:  14,433,384 shares at
         April 30, and January 31, 1999               14,434            14,434
     Additional paid in capital                   47,960,689        47,960,689
     Purchase warrants                               336,904           336,904
     Accumulated deficit                         (43,267,343)      (41,760,499)
     Total stockholders' equity                    5,044,684         6,551,528
     Total liabilities and stockholders' equity  $17,693,951       $19,499,479


                               APHTON CORPORATION
                            Statements of operations
               for the three months ended April 30, 1999 and 1998

                                               Three Months Ended April 30,
                                               1999                    1998
Revenue:

    Dividend, interest and other income       $102,987                $153,315
       Total                                   102,987                 153,315
Costs and Expenses:

    General and administrative expense         321,220                 240,123
    Research and development expense         1,288,611               2,224,891
       Total costs and expenses              1,609,831               2,465,014
         Net loss                          $(1,506,844)            $(2,311,699)
Per share data:
     Basic loss per common share               $(0.10)                 $(0.16)
     Diluted loss per common share             $(0.10)                 $(0.16)
       Weighted average number of common
       shares outstanding                  14,433,384               14,191,217



                               APHTON CORPORATION
   Statements of cash flows for the three months ended April 30, 1999 and 1998
                Decrease in cash and short-term cash investments

                                                Three Months Ended April 30,
                                                1999                     1998
Net cash used in operating activities      $(1,688,350)            $(2,009,473)
Cash flows from investing activities:
    Capital expenditures                       (21,676)                      -
                                               _______                   ______
    Cash used in investing activities          (21,676)                      -
Decrease in cash and short-term
   cash investments                         (1,710,026)             (2,009,473)
Cash and short-term cash investments:
    Beginning of period                     10,164,069              14,226,000
    End of period                           $8,454,043             $12,216,527

       Reconciliation of net loss to net cash used in operating activities
Net loss                                   $(1,506,844)            $(2,311,699)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                18,643                  15,518
Changes in-
    Decrease in other assets                    98,535                  20,267
    Increase (decrease) in accounts payable   (298,684)                266,441
Net cash used in operating activities      $(1,688,350)            $(2,009,473)


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

                                     General
Aphton Corporation is a biopharmaceutical  company 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 the  prevention of pregnancy.  Aphton has strategic  alliances  with Pasteur
Merieux Connaught  (Rhone-Poulenc  Group),  SmithKline Beecham,  Schering-Plough
Animal  Health  and the World  Health  Organization  (WHO).  Aphton's  Web page,
describing the company, its technology,  products,  strategic alliances and news
releases, can be visited at: www.aphton.com.

                              Results of Operations
During the quarter  ending  April 30, 1999,  the  Company's  strategic  partners
assumed research and development  costs on certain products that were previously
incurred by the Company,  as described  below. As a result,  the Company's total
costs and expenses  decreased from $2,465,014 to $1,609,831 for the three months
ended April 30,  1999 when  compared  to the  corresponding  period of the prior
year.  Research and development  costs decreased from $2,224,891 for the quarter
ended April 30, 1998 to  $1,288,611  for the quarter  ended April 30, 1999.  The
Company's future research and development expenditures 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.

                               Results and Status
Clinical Results
Safety / Dose  Ranging - See  Aphton's  Web page and  Fiscal  1999 Form 10-K for
previously announced results and on-going studies.

Survival  - See  Aphton's  Web page and  Fiscal  1999 Form  10-K for  previously
announced results.

Phase III Clinical  Trial  Programs - See Aphton's Web page and Fiscal 1999 Form
10-K for previously announced human trials which are under way.

Recent Studies
In May  1999,  at the  American  Gastroenterological  Association  (AGA)  annual
meeting,  scientists  from the UK presented  two key papers which  resulted from
collaborative  studies  with  Aphton  scientists.  The first  study  showed that
Aphton's  anti-gastrin  immunogen inhibits,  in vivo, both of the major hormonal
pathways,  namely  the  endocrine  and  autocrine  pathways,  that fuel  stomach
(gastric)  cancer.  The second study showed that gastrin receptors are expressed
in the early stages of  development  of colon cancer (as in gastric  cancer) and
that elevated  levels of gastrin that are induced by the  proton-pump  inhibitor
omeprazole  enhance the growth of colonic adenomas.  See Aphton's Web page under
News Releases for more details.

Strategic  Alliances  - See  Aphton's  Web page and  Fiscal  1999  Form 10-K for
further discussions.

                                    Year 2000
Many computer programs were written to use only two digits to identify the year.
Thus, a computer  program  could read the digits "00" as the year 2000 or as the
year 1900. In addition,  microprocessors  embedded in many operating  facilities
such as communication  systems may cause equipment  malfunctions  because of the
year 2000 date change.  Failure by third  parties upon which the Company  relies
(or by the Company) to address the year 2000 issue could cause  material loss to
the Company.  Management has completed the awareness and  assessment  phase of a
comprehensive  program to address  the year 2000  issue.  The  Company  utilizes
standard  "off-the-shelf"  software  and will  implement  any  necessary  vendor
upgrades  and  modifications  to assure  continued  functionality.  At  present,
management does not expect that material  incremental  costs will be incurred in
the aggregate or in any single future year.

The  Company  has also  begun to assess  the year  2000  compliance  efforts  of
external  parties  upon which the  Company  relies.  The  Company is  developing
contingency plans for addressing any material failure to deal with the year 2000
date change that will address the Company's  exposure to year 2000 noncompliance
by third parties.

Even though the Company's planned software and hardware modifications and system
upgrades should adequately  address year 2000 issues,  there can be no assurance
that  unforeseen  difficulties  will not arise.  There is no assurance  that the
failure of any  external  party to resolve its year 2000 issues would not have a
material adverse effect on the Company.

                                  Other Issues
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.

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,  and available capital sources,  would
enable it to maintain its currently  planned  operations into the year 2001. 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.  See Fiscal 1999 Form 10-K for further  discussion  of available  funds
from SmithKline Beecham strategic alliance.

                           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 were no reports on Form 8-K filed during the quarter
            ended April 30, 1999.












                                    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 11, 1999                   By:      /s/ Frederick W. Jacobs
                                       --------------------------------
                                                    Frederick W. Jacobs
                                       Treasurer and Chief Accounting Officer