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 the quarterly period ended October 31, 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)


     90 SW Eighth Street                                               33130
      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 December 9, 1999:

  Class                                                    Number of
                                                       Shares outstanding
 Common Stock, $0.001 par value                           15,235,384



                               APHTON CORPORATION

                                      Index


                                                                       Page

Part I - Financial Information                                           3

    Item 1.  Financial Statements:

       Balance Sheets - October 31, 1999 and January 31, 1999            3

       Statements of Operations - Three months and nine months ended
                                  October 31, 1999 and 1998              4

       Statements of Cash Flows - Nine months ended October 31, 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 October  31, 1999 and January 31, 1999 and the results of its
operations  and its cash flows for the three and nine months  ended  October 31,
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 - October 31, 1999 and January 31, 1999

                                                   October 31,      January 31,
                                                       1999             1999
                                     Assets
Current Assets:
Cash and short-term cash investments               $14,431,391      $10,164,069
Other assets (including current portion of
     unconditional supply commitment)                  690,158          469,811
                                                    ----------       ----------
         Total current assets                       15,121,549       10,633,880
Equipment and improvements, at cost,
     net of accumulated depreciation and amortization  193,393          215,599
Unconditional supply commitment                      8,650,000        8,650,000
                                                    ----------       ----------
         Total assets                              $23,964,942      $19,499,479
                                                    ==========      ===========

                      Liabilities and Stockholders' Equity

Liabilities:
Current liabilities:
     Accounts payable and other                     $3,010,384       $2,947,951
                                                    ----------       ----------
         Total current liabilities                   3,010,384        2,947,951
Deferred revenue                                    10,000,000       10,000,000
                                                    ----------       ----------
         Total liabilities                          13,010,384       12,947,951

Commitment

Stockholders' Equity:
     Common stock, $0.001 par value -
     Authorized:  30,000,000 shares
     Issued and outstanding:  15,233,384 shares
     at October 31, 1999 and 14,433,384 shares
     at January 31, 1999                                15,234           14,434
     Additional paid in capital                     59,159,889       47,960,689
     Purchase warrants                                 336,904          336,904
     Accumulated deficit                           (48,557,469)     (41,760,499)
                                                    ----------       ----------
       Total stockholders' equity                   10,954,558        6,551,528
                                                    ----------       ----------
       Total liabilities and stockholders' equity  $23,964,942      $19,499,479
                                                    ==========      ===========





                               APHTON CORPORATION
             Statements of operations for the three and nine months
                        ended October 31, 1999 and 1998

                                       Three Months Ended  Nine Months Ended
                                           October 31,         October 31,
Revenue:                                 1999       1998      1999      1998
    Dividend, interest and
       other income              $42,839     $152,933     $216,802     $441,073
                                 -------     --------     --------     --------
       Total                      42,839      152,933      216,802      441,073

Costs and Expenses:
    General and
         administrative expense  407,179      425,653    1,107,280    1,011,664
Research and
          development expense  2,604,782    2,026,636    5,906,492    6,486,871
                               ---------    ---------    ---------    ---------
   Total costs and expenses    3,011,961    2,452,289    7,013,772    7,498,535
                               ---------    ---------    ---------    ---------
         Net loss            $(2,969,122) $(2,299,356) $(6,796,970) $(7,057,462)
                              ===========  ===========  ===========  ===========
Per share data:
   Basic loss per common share    $(0.20)      $(0.16)      $(0.47)      $(0.49)
                              ===========  ===========  ===========  ===========
   Diluted loss per common share  $(0.20)      $(0.16)      $(0.47)      $(0.49)
                              ===========  ===========  ===========  ===========
   Weighted average number of
    common shares outstanding 14,700,051   14,431,117   14,522,273   14,297,613
                              ===========  ===========  ===========  ===========


                               APHTON CORPORATION
  Statements of cash flows for the nine months ended October 31, 1999 and 1998
           Increase (decrease) in cash and short-term cash investments
                                               Nine Months Ended October 31,
                                              1999                     1998
Net cash used in operating activities      $(6,897,692)            $(6,799,077)
Net cash provided from financing
   activities-issuance of common stock      11,200,000               5,000,675
Net cash used in investing activities          (34,986)                (89,858)
                                            -----------              ----------
Net increase (decrease) in cash and
   short-term cash investments               4,267,322              (1,888,260)
Cash and short-term cash investments:
    Beginning of period                     10,164,069              14,226,000
                                            ----------              ----------
    End of period                          $14,431,391             $12,337,740
                                            ==========              ==========

       Reconciliation of net loss to net cash used in operating activities
Net loss                                   $(6,796,970)            $(7,057,462)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                57,192                  61,248
Changes in-
    Increase in other assets                  (220,347)               (406,642)
    Increase in accounts payable and other      62,433                 603,779
                                            -----------             -----------
Net cash used in operating activities      $(6,897,692)            $(6,799,077)
                                            ===========             ===========






                      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  October 31,  1999,  the  Company's  total costs and
expenses  increased  from  $2,452,289 to  $3,011,961  for the three months ended
October 31, 1999 when  compared to the  corresponding  period of the prior year.
Research and  development  costs increased from $2,026,636 for the quarter ended
October 31, 1998 to $2,604,782 for the quarter ended October 31, 1999.  However,
the research and  development  costs for the nine months ended  October 31, 1999
decreased $580,379 from $6,486,871 for the nine months ended October 31, 1998 to
$5,906,492  for the nine months ended  October 31, 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.

US Clinical Trial Programs - On December 7, 1999 Aphton  announced that it filed
an  Investigational  New  Drug  (IND)  application  with  the US  FDA  to  treat
late-stage gastric cancer patients with its anti-gastrin  therapy. (See Aphton's
Web page.)

Recent Studies
On  November  11,  1999  Aphton  announced  that  during  the  three  day  Third
International   Conference  on  Gastrin,  Aphton  and  collaborating  scientists
presented  new  research  findings  from six  studies.  These  findings  support
Aphton's  anti-gastrin therapy for gastrointestinal  cancers.  (See Aphton's Web
page.)

Financing
On October 13, 1999,  Aphton announced a private  placement of 800,000 shares of
common stock,  at $14 per share,  for $11.2 million  dollars with an undisclosed
institutional investor. (See Aphton's Web page.)

                                    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 has  implemented  any  necessary  vendor
upgrades  and  modifications  to assure  continued  functionality.  All existing
systems have been successfully  tested.  At present,  management does not expect
that  material  incremental  costs will be incurred in the  aggregate  or in any
single future year.

The Company is assessing the year 2000  compliance  efforts of external  parties
upon which the Company relies.  The Company has developed  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 has 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  a  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.


                           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 this quarter.






                                    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:  December 9, 1999               By:       /s/ Frederick W. Jacobs
                                              ------------------------------
                                                    Frederick W. Jacobs
                                         Treasurer and Chief Accounting Officer