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 October 31, 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 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 No __


       The number of shares of Common Stock outstanding as of the close of
                          business on December 7, 1998:

                                 Class Number of
                               Shares outstanding

                      Common Stock, no par value 14,431,784



                               APHTON CORPORATION

                                      Index


                                                                 Page

Part I - Financial Information                                     3

    Item 1.  Financial Statements:

       Balance Sheets - October 31, 1998 and January 31, 1998      3

       Statements of Operations - Three and nine months ended
          October 31, 1998 and 1997                                4

       Statements of Stockholders' Equity - Nine months ended
        October 31, and January 31, 1998                           5

       Statements of Cash Flows - Nine months ended October 31, 1998
          and 1997                                                 5

    Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations              6


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 October  31, 1998 and January 31, 1998 and the results of its
operations  and its cash flows for the three and nine months  ended  October 31,
1998 and 1997.  The January 31, 1998 balance sheet data was derived from audited
financial  statements but does not include all disclosures required by generally
accepted accounting  principles 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, 1998 and January 31, 1998
                                              October 31,       January 31,
                                                1998                1998
                                     Assets
Current Assets:
Cash and short-term cash investments         $12,337,740        $14,226,000
Other assets (including current portion of
     unconditional supply commitment)            612,096            205,454
         Total current assets                 12,949,836         14,431,454
Equipment and improvements, at cost,
     net of accumulated depreciation
     and amortization                            226,346            197,736
Unconditional supply commitment                8,951,000          8,951,000
         Total assets                        $22,127,182        $23,580,190

                                    Liabilities and Stockholders' Equity
Liabilities:
Current liabilities:
     Accounts payable and other               $2,876,851         $2,273,072
         Total current liabilities             2,876,851          2,273,072
Deferred revenue                              10,000,000         10,000,000
         Total liabilities                    12,876,851         12,273,072

Commitment

Stockholders' Equity:
     Common stock, $0.001 par value -
     Authorized:  30,000,000 shares
     Issued and outstanding:  14,431,784
     shares at October 31, 1998 and 
     14,191,217 at January 31, 1998              14,432             14,191
     Additional paid in capital              47,960,141         42,955,207
     Purchase warrants                          336,904            341,404
     Accumulated deficit                    (39,061,146)       (32,003,684)
         Total stockholders' equity           9,250,331         11,307,118
         Total liabilities and
          stockholders' equity              $22,127,182        $23,580,190






                               APHTON CORPORATION
                            Statements of operations
          for the three and nine months ended October 31, 1998 and 1997

                              Three Months Ended         Nine Months Ended
                                  October 31,               October 31,
Revenue:                       1998          1997          1998        1997
    Dividend, interest
     and other income       $152,933      $198,999      $441,073     $416,742
       Total                 152,933       198,999       441,073      416,742
Costs and Expenses:
    Research and 
    development expense    2,026,636     1,262,789     6,486,871    4,076,111
    General and 
      administrative expense 425,653       192,734     1,011,664      508,372
    Non-cash interest and 
     amortized interest 
     expense of convertible
     security                              791,209                  1,586,341
                              
    Total costs 
         and expenses      2,452,289     2,246,732     7,498,535    6,170,824
      Net loss           $(2,299,356)  $(2,047,733)  $(7,057,462) $(5,754,082)
    Basic and diluted  
    loss per common and
    common equivalent share   $(0.16)       $(0.15)       $(0.49)      $(0.43)
   Weighted average number
    of common shares 
     outstanding          14,431,117    13,754,876    14,297,613   13,353,781
The Company has adopted SFAS No. 128,  "Earnings per Share," which specifies the
computation,  presentation  and disclosure  requirements for earnings per share.
The Company's basic loss per common share was calculated by dividing net loss by
the weighted average number of common shares  outstanding.  The Company's common
stock  equivalents,   which  consist  of  2,015,600  purchase  warrants,   could
potentially  dilute basic earnings per share in the future and were not included
in the  computation  of diluted  earnings per share  because to do so would have
been antidilutive for the periods presented.

                               APHTON CORPORATION
                       Statements of stockholders' equity
                   for the nine months ended October 31, 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, 1997 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         1,000      4,000      5,500   (4,500)           -         500

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
                                  
Exercise of
 purchase
 warrants       2,700            3     5,172   (4,500)           -        675

Sale of stock,
 net          237,867         238 4,999,762        -            -  5,000,000
                                
Net loss            -           -         -        -   (7,057,462)(7,057,462)
     
Balance,
October 31,
 1998      14,431,784     $14,432 $47,960,141$336,904$(39,061,146) $9,250,331

                               APHTON CORPORATION
  Statements of cash flows for the nine months ended October 31, 1998 and 1997
           Increase (decrease) in cash and short-term cash investments
                                                Nine Months Ended October 31,
                                             1998                     1997
Net cash used in operating activities    $(6,799,077)            $(3,186,551)
Net cash provided by non-operating 
     activities-financing                  5,000,675              14,669,157
Net cash used by non-operating 
     activities-investing                    (89,858)               (107,496)
Net change in cash and short-term
     cash investments                     (1,888,260)             11,375,110
Cash and short-term cash investments:
    Beginning of period                   14,226,000               4,385,787
    End of period                        $12,337,740             $15,760,897

       Reconciliation of net loss to net cash used in operating activities
Net loss                                 $(7,057,462)            $(5,754,082)
Adjustments to reconcile net loss to net cash
    used in operating activities:
Non-cash interest expense settled by
    issuance of stock                              -                 153,825
    Amortized (non-cash) interest
     expense of convertible security               -               1,385,060
    Depreciation                              61,248                  60,555
Changes in-
    Cash receipt treated as deferred revenue       -               1,000,000
    Other assets                            (406,642)                 26,671
    Accounts payable and other               603,779                 (58,580)
Net cash used in operating activities    $(6,799,077)            $(3,186,551)

In the nine months ended October 31, 1997,  the Company  issued 11,191 shares of
stock in settlement of accrued interest of $153,825.


                Management's Discussion and Analysis of Financial
                      Conditions 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,  news
releases and listing reports of independent brokerage research analysts,  can be
visited at:  www.aphton.com  ; or, you may call us at 305-374-7338  and Aphton's
Investor Services will mail you an investor packet.

                           Background / Major Results
Results of Operations  The  Company's  total costs and expenses  increased  from
$6,170,824  to  $7,498,535  for the nine months ended  October 31, 1998 over the
corresponding  period of the prior year.  This 22% increase was due primarily to
increased research and development activities. Research and development expenses
during that period  increased from  $4,076,111 to $6,486,871.  This 59% increase
was due to increased clinical trial  (development)  activity.  Non-cash interest
and amortized  interest  expense  relating to a convertible  security  decreased
$1,586,341 to zero due to the conversion of the  convertible  security to equity
in fiscal  1998.  At October 31, 1998 there was  approximately  $483,000  due to
Aphton from SmithKline Beecham for product development costs incurred by Aphton.
(See Strategic Alliances, below.)

Safety / Dose Ranging       See Web page for previously announced results.

Survival                    See Web page for previously announced results.

Trials
                            Gastrointestinal Cancers
Aphton  announced  in November,  1998,  that it has started a Phase III clinical
trial program for the  indication of pancreatic  cancer in the UK and expects to
expand the trial to multiple  centers in the US and  elsewhere in Europe  during
1999.
                                 Prostate Cancer
In October,  1998,  Aphton  announced the start of a Phase I/II  clinical  trial
program in the UK for the prostate  cancer  indication  with Aphton's  anti-GnRH
immunogen, as part of the previously reported strategic alliance with SmithKline
Beecham.  This  phase  of  the  program  focuses  on  safety,  dose-ranging  and
preliminary efficacy (testosterone  marker).  Aphton expects that the trial will
be expanded into the US and elsewhere in Europe in the first half of 1999.

Strategic Objectives
See Web  page for  previous  announcement  in  June,  1998,  on  achievement  of
management's strategic objectives for calendar 1998, exclusive of operations.

Strategic Alliances
On June 19,  1998,  in a joint news release  with  SmithKline  Beecham PLC (SB),
Aphton  announced  its  worldwide  collaboration  and license  agreement for the
diagnosis,  treatment and prevention of GnRH-related  cancers and other diseases
in humans. These reproductive system diseases include prostate,  breast, ovarian
and  endometrial  cancers,  and  endometriosis  (non-cancer).  Aphton  also  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 listing reports of independent  brokerage  research  analysts,
can be visited  at:  www.aphton.com  ; or, you may call us at  305-374-7338  and
Aphton'[s Investor Services will mail you an investor packet.

Wall Street Research Coverage
Morgan Stanley Dean Witter initiated  research coverage of Aphton in June, 1998.
Aphton's Web page, describing the company, its technology,  products,  strategic
alliances,  news releases and listing reports of independent  brokerage research
analysts,  can  be  visited  at:  www.aphton.com  ;  or,  you  may  call  us  at
305-374-7338 and Aphton's Investor Services will mail you an investor packet.

                           Year 2000 and Other Issues

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.

Although  the  Company  does not own or  engage  in the  trading  of  derivative
instruments  or  hedging  activities  we note that in June 1998,  the  Financial
Accounting  Standards  Board  issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting standards for derivative instruments and hedging activities.  SFAS No.
133 requires the  recognition of all derivative  instruments as either assets or
liabilities  in the  statement of financial  position and  measurement  of those
derivative  instruments at fair value.  SFAS No. 133 is effective for all fiscal
quarters of fiscal years  beginning  after June 15,  1999.  The adoption of this
standard will not effect the Company's financial statements.

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.  The anticipated change in European currency is not expected to have any
impact on  continuing  operations.  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 the two years ended  October 31, 1998 the Company sold stock for  $20,000,000
through private placements and a convertible debenture. In addition, the Company
has received  commitments from strategic partners  SmithKline  Beecham,  Pasteur
Merieux  Connaught and Schering  Plough  Animal  Health to fund certain  product
development costs.

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 Reports 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 for which this report is filed.

                                    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 7, 1998          By:         /s/ Frederick W. Jacobs
                                              ----------------------
                                                 Frederick W. Jacobs
                                                 Treasurer and Chief 
                                                    Accounting Officer