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 July 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 August 31, 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 - July 31, 1999 and January 31, 1999                  3

    Statements of Operations - Three months and six months ended
          July 31, 1999 and 1998                                         4

    Statements of Cash Flows - Six months ended July 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 July 31,  1999 and  January  31,  1999 and the results of its
operations  and its cash flows for the three and six months  ended July 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 - July 31, 1999 and January 31, 1999

                                                   July 31,       January 31,
                                                    1999             1999
                                     Assets
Current Assets:
Cash and short-term cash investments              $6,236,061      $10,164,069
Other assets (including current portion of
     unconditional supply commitment)                709,751          469,811
                                                   _________       __________
         Total current assets                      6,945,812       10,633,880
Equipment and improvements, at cost,
 net of accumulated depreciation and amortization    212,794          215,599
Unconditional supply commitment                    8,650,000        8,650,000
                                                 ___________      ___________
         Total assets                            $15,808,606      $19,499,479
                                                 ===========      ===========

                      Liabilities and Stockholders' Equity

Liabilities:
Current liabilities:
     Accounts payable and other                   $3,084,926        $2,947,951
                                                   _________         _________
         Total current liabilities                 3,084,926         2,947,951
Deferred revenue                                  10,000,000        10,000,000
                                                  __________        __________
         Total liabilities                        13,084,926        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 July 31, 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                        (45,588,347)      (41,760,499)
                                                ____________      ____________
         Total stockholders' equity               2,723,680         6,551,528
                                                ____________      ____________
Total liabilities and stockholders' equity      $15,808,606       $19,499,479
                                                ===========       ===========




                               APHTON CORPORATION
          Statements of operations for the three and six months ended
                             July 31, 1999 and 1998

                                       Three Months Ended    Six Months Ended
                                           July 31,             July 31,
Revenue:                                 1999      1998      1999       1998
    Dividend, interest
     and other income           $70,976      $134,825     $173,963     $288,140
                                 ______       _______      _______      _______
       Total                     70,976       134,825      173,963      288,140
                                 ______       _______      _______      _______
Costs and Expenses:
 General and administrative
  expense                       378,881       345,888      700,101      586,011
 Research and development
  expense                      2,013,099    2,235,344    3,301,710    4,460,235
                               _________    _________    _________    _________
 Total costs and expenses      2,391,980    2,581,232    4,001,811    5,046,246
         Net loss            $(2,321,004) $(2,446,407) $(3,827,848) $(4,758,106)
                             ============ ============ ============ ===========
Per share data:
 Basic loss per common share     $(0.16)      $(0.17)      $(0.27)      $(0.33)
                                 =======      =======      =======      =======
 Diluted loss per common share   $(0.16)      $(0.17)      $(0.27)      $(0.33)
                                 =======      =======      =======      =======
 Weighted average number of
  common shares outstanding  14,433,384   14,270,506   14,433,384   14,230,861
                             ==========   ==========   ==========   ==========


                               APHTON CORPORATION
    Statements of cash flows for the six months ended July 31, 1999 and 1998
           Increase (decrease) in cash and short-term cash investments
                                                     Six Months Ended July 31,
                                                           1999       1998
Net cash used in operating activities                $(3,893,022)  $(4,352,205)
Net cash provided from financing activities                    -     5,000,175
Net cash used in investing activities                    (34,986)      (49,021)
                                                       __________   ___________
Net increase (decrease) in cash and
  short-term cash investments                         (3,928,008)      598,949
Cash and short-term cash investments:
    Beginning of period                               10,164,069    14,226,000
                                                      __________    __________
    End of period                                     $6,236,061   $14,824,949
                                                      ==========    ==========

       Reconciliation of net loss to net cash used in operating activities
Net loss                                             $(3,827,848)  $(4,758,106)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                          37,791        31,207
    Changes in-
      Increase in other assets                          (239,940)     (112,663)
      Increase in accounts payable and other             136,975       487,357
                                                       _________     _________
Net cash used in operating activities                $(3,893,022)  $(4,352,205)
                                                      ===========   ===========





                     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 July 31, 1999, the Company's  total costs and expenses
decreased from $2,581,232 to $2,391,980 for the three months ended July 31, 1999
when  compared  to the  corresponding  period of the prior  year.  Research  and
development  costs decreased from $2,235,344 for the quarter ended July 31, 1998
to $2,013,099 for the quarter ended July 31, 1999. The research and  development
costs for the quarter ended July 31, 1999  represented a $403,268  increase over
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. In addition,
Aphton has  initiated  the process to file with the FDA for  approval to conduct
clinical trials in the US.

Recent Studies
See Aphton's  Form 10-Q for Quarter ended April 30, 1999,  filed in June,  1999,
for two key papers  presented in May,  1999 at the American  Gastroenterological
Association (AGA) annual meeting.

Strategic  Alliances - See Fiscal 1999 Form 10-K. In accord with this, Aphton is
proceeding with discussions  regarding product development,  clinical trials and
marketing  in  territories  outside of North  America  and  Europe for  treating
gastrointestinal system cancers in humans.
                                    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.  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 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  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.  See Fiscal 1999 Form 10-K for further  discussion of available  equity
funds from SmithKline Beecham at the option of Aphton.


                           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:  September 10, 1999        By: /s/ Frederick W. Jacobs
                                   -------------------------
                                         Frederick W. Jacobs
                                         Treasurer and Chief Accounting Officer