SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

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

For Quarter ended July 31, 1997               Commission File Number 0-19122


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


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

    PO BOX 1049, Woodland, CA.                                95776
(address of principal executive offices)                    (Zip Code)


        Registrant's telephone number, including area code (916)666-5226

     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 July 31, 1997:

       Class                                                    Number of
                                                           Shares outstanding

Common Stock, no par value                                      13,633,404


                               APHTON CORPORATION

                                      Index


                                                                   Page

Part I - Financial Information                                      3

    Item 1.  Financial Statements:

       Balance Sheets - July 31, 1997 and April 30, 1997            3

       Statements of Operations - Three months ended
          July 31, 1997 and 1996                                    4

       Statements of Stockholders' Equity - Three months ended
          July 31, 1997 and the year ended April 30, 1997           4

       Statements of Cash Flows - Three months ended July 31, 1997
          and 1996                                                  5

    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,  1997 and April  30,  1997 and the  results  of its
operations and its cash flows for the three months ended July 31, 1997 and 1996.
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, 1997 and April 30, 1997

                                             July 31,           April 30,
                                               1997               1997
                                     Assets

Cash and short-term cash investments      $17,182,930          $8,845,739
Other assets (including current portion
  of unconditional supply commitment)         176,027             308,920
                                          -----------          ----------
         Total current assets              17,358,957           9,154,659
Special order supplies receivable           8,991,000           8,991,000
Equipment and improvements,at cost,
 net of accumulated depreciation              211,760             216,123
Other assets                                  167,027             299,920
                                           ----------          ----------
     Total assets                         $26,561,717         $18,361,782
                                           ==========          ==========
                      Liabilities and Stockholders' Equity

Liabilities:
Current liabilities:
     Accounts payable and other            $1,662,882          $1,948,827
                                           ----------          ----------
     Total current liabilities              1,662,882           1,948,827
     Convertible debenture                  4,570,124           3,902,440
     Deferred revenue                      10,000,000          10,000,000
                                           ----------          ----------
         Total liabilities                 16,233,006          15,851,267

Commitment

Stockholders' Equity:
    Common stock, no par value -
    Authorized: 20,000,000 shares
       Issued and outstanding:
       13,633,404 shares at
       July 31, 1997 and 12,913,149
       at April 30, 1997                  36,748,927           26,665,091
     Additional paid in capital            1,097,560            1,097,560
    Purchase warrants                        147,004              147,004
    Accumulated deficit                  (27,664,780)         (25,399,140)
                                          ----------           ----------
          Total stockholders' equity      10,328,711            2,510,515
                                          ----------           ----------
          Total liabilities and 
            stockholders' equity         $26,561,717          $18,361,782
                                          ==========           ==========


                               APHTON CORPORATION
                            Statements of operations
                for the three months ended July 31, 1997 and 1996

                                                Three Months Ended
                                                      July 31,
                                             1997                  1996
Revenue:

    Dividend, interest and other income    $153,942              $74,898
                                           --------              -------
       Total                                153,942               74,898

Costs and Expenses:

    Research and development expense      1,450,135            1,275,294
    General and administrative expense      189,657              180,521
    Non-cash interest expense of 
        convertible security                 87,260                   -- 
    Amortized (non-cash) interest expense
        of convertible security             692,530                   --
      Total costs and expenses            2,419,582            1,455,815
                                         ----------           ----------
         Net loss                       $(2,265,640)         $(1,380,917)
                                         ==========           ==========
       Net loss per common share 
       ($0.05 per share for amortized
       (non-cash) interest expense of
        convertible securities in 1997
        and $0.00 in 1996)                  $(0.17)              $(0.11)
                                            =======              =======
       Weighted average number of common                                        
         shares outstanding              13,393,319           12,912,482
                                         ==========           ==========

                       Statements of stockholders' equity
                    for the three months ended July 31, 1997
                      and for the year ended April 30, 1997

              Common Stock
                               Purchase     Additional  Accumulated
              Shares    Amount    Warrants    Paid in     Deficit       Total
                                              Capital
Balance,
 May 1, 1996 12,911,149 $26,664,591 $147,004        -   $(19,770,174)$7,041,421
             
Exercise of 
purchase 
warrants         2,000          500        -         -            -         500

Conversion feature
 of convertible debt -            -        -  1,097,560           -   1,097,560
                
     Net loss        -            -        -         -   (5,628,966) (5,628,966)
             _________   __________  ________  ________   _________  __________
Balance,
 April 30,
 1997       12,913,149   26,665,091   147,004 1,097,560 (25,399,140)  2,510,515

Issuance from
 convertible
 debenture       5,255       73,836         -         -          -       73,836
Sale of stock,
 net           715,000   10,010,000         -         -          -   10,010,000
     Net loss        -            -         -         - (2,265,640)  (2,265,640)
               _______   __________   _______ _________ ___________  __________
Balance, 
 July 31,
  1997      13,633,404 $36,748,927   $147,004$1,097,560$(27,664,780)$10,328,711
            ========== ===========   ======== ========= =========== ===========
                               APHTON CORPORATION
   Statements of cash flows for the three months ended July 31, 1997 and 1996
           Increase (decrease) in cash and short-term cash investments
                                                Three Months Ended July, 31
                                                    1997               1996
Net cash used in operating activities            $(966,761)        $(1,142,565)
Net cash provided from non-operating activities  9,303,952             (62,320)
                                                 ---------           ---------
Net change in cash and short-term 
           cash investments                      8,337,191          (1,204,885)
Cash and short-term cash investments:
    Beginning of year                            8,845,739           8,169,368
                                                ----------           ---------
    End of period                              $17,182,930          $6,964,483
                                                ==========           =========
                     Reconciliation of net loss to net cash
                          used in operating activities
Net loss                                       $(2,265,640)        $(1,380,917)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Non-cash interest expense settled 
     by issuance of stock                           73,836                   -
    Depreciation                                    17,881              13,195
    Amortized (non-cash) interest 
      expense of convertible security              692,530                   -
    Decrease (increase) in other assets            132,893                (137)
    Increase in accounts payable                   381,739             225,294
                                                   -------           ---------
Net cash used in operating activities            $(966,761)        $(1,142,565)
                                                  ========           =========

     In the quarter  ended July 31,  1997,  the Company  issued  5,255 shares of
stock in settlement of accrued interest of $73,836.

                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,   or "blocking,"
hormones.  The  precisely  targeted  hormones  are for the most part  those that
participate  in  diseases,   both  malignant  and  non-malignant,   in  (a)  the
gastrointestinal system and (b) the reproductive system. These products,  called
immunogens,  treat the following diseases:  (a) Gastroesophageal  Reflux Disease
(GERD,  or  severe  heartburn),  ulcers  and  colorectal,   stomach,  liver  and
pancreatic  cancers;  (b)  endometriosis and prostate,  breast,  endometrial and
ovarian cancers. In addition, Aphton is developing an immunogen for women in the
developed  countries,  and, through its strategic alliance with the World Health
Organization  (WHO), in the developing  countries,  which prevents pregnancy for
months and is naturally reversible
                                   Operations
During this reporting  period,  Aphton concluded a Strategic  Alliance with
Schering-Plough  Animal Health  (described in a news release on August 4th), for
the veterinary  applications  of Aphton's  Gastrimmune(TM)  to treat and prevent
equine (stress) ulcers.  There are hundreds of thousands of  highly-valued  race
horses  in the  U.S.;  the  scientific  literature  indicates  that a very  high
percentage of them suffer from (stress)  ulcers,  particularly  during training.
Equine  ulcers will be the first  market  targeted  under this  agreement.  This
Agreement followed Aphton's Strategic Alliance which was concluded and announced
in February, 1997 with Pasteur Merieux Connaught  (Rhone-Poulenc Group), for all
human  cancer  applications  of  Gastrimmune(TM)  in North  America  and Europe,
including the C.I.S. countries.

During this  reporting  period,  Aphton also began  incorporating  into its
stomach cancer  clinical  trials program the large  resources of Pasteur Merieux
Connaught (PMC),  utilizing PMC's knowledge and direct  experience with Clinical
Research  Organizations  (CRO) worldwide.  Aphton is now enlarging its Phase III
stomach cancer program to include high quality medical centers,  globally.  This
will entail more  organizational  effort,  but will  increase both the number of
patients available for recruitment and the number of participating countries for
ultimate marketing approval of Gastrimmune(TM).

                           Manufacturing and Marketing
Coupled with one or more strategic alliances, Aphton plans to commercialize
its products by (a) executing long-term contracts with third parties,  including
major pharmaceutical  companies and their suppliers, to manufacture its products
and by (b) contracting  with large drug companies to promote,  market,  sell and
distribute its products, worldwide. The contract manufacturing approach utilizes
the large and available  manufacturing  resources of  pharmaceutical  companies.
Aphton already  contracted with drug  manufacturing  sources to produce Aphton's
immunogens for its toxicology studies and clinical trials.  Aphton's  marketing,
distribution and sales approach similarly utilizes the large and effective sales
forces and  resources  of the major  pharmaceutical  companies.  This  maximizes
Aphton's return on revenues and minimizes its requirements and risks for capital
formation, personnel and plant and equipment.

                         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. The 
recorded cost of the debenture, at April, 30, 1997, approximates market value.

On February 14, 1997 Aphton signed an agreement with Pasteur  Merieux  Connaught
("PMC")  (Rhone-Poulenc Group), a leader in medical science and research and the
world's largest vaccine manufacturer and marketer,  for a strategic alliance for
all human cancer applications of the Company's product Gastrimmune(TM) including
stomach,  colorectal,  liver  and  pancreatic  cancers.  Under  the terms of the
twenty-year license and co-promotion  agreement,  Aphton will be responsible for
product  development,  clinical trials and regulatory agency approvals,  and PMC
will be responsible  for promotion,  advertising,  marketing,  distribution  and
sales of  Gastrimmune(TM)  in the United States,  Canada,  Europe (including the
C.I.S.  countries)  and  Mexico.  In  addition,  Aphton  and PMC will enter into
agreements  providing for: (a) the supply of Gastrimmune(TM) from Aphton to PMC;
and (b) the supply of certain  components of  Gastrimmune(TM)  (as well as other
Aphton  products) from PMC to Aphton.  PMC will fund the costs  associated  with
product  introduction,  promotion,  advertising  and  marketing  throughout  the
territory  covered  by the  agreement.  Under  the  terms of the  agreement,  in
addition to upfront  consideration  aggregating $10 million including $1 million
cash and the  supply  commitment  (of  material  suitable  for human  use) of $9
million,  Aphton  will  receive  the  majority  of the  profits  from  sales  of
Gastrimmune(TM) with the balance of profits to be retained by PMC.

The supply commitment of materials suitable for human use consists of Diphtheria
Toxoid and/or Tetanus  Toxoid.  Aphton may use some or all of the  unconditional
supply  commitment in the Product under  development  with PMC or Aphton may use
some or all of the  supply  commitment  on  other  current  product  lines or on
Research and Development.  The supply  commitment of material suitable for human
use is not  readily  obtained on the open  market in such large  quantities.  By
comparison to lower quality material available in smaller quantities  management
estimates  that the market value of the supplies is  substantially  greater than
the carrying value of $9 million, if they could be obtained.  The carrying value
of $9 million is based on the negotiated  License Fee. The amount of material to
be received for the $9 million is based on negotiated per unit costs,  which are
well below the per unit costs of lower  quality  materials  available in smaller
quantities.

The $10 million upfront  consideration  has been classified as a license payment
and  has  been  deferred  and  will  be  recognized   for  financial   statement
(accounting) purposes as revenue within the twenty-year period of the agreement.
The revenue recognition will begin once regulatory agency approval to market the
product has been  received and will be  recognized  ratably  over the  remaining
period of the  contract,  which ends  February  13,  2017.  The Company does not
speculate on the timing of regulatory approvals. However, they are not likely to
occur in less  than two  years  and  quite  possibly  may occur in more than two
years.  Under the  agreement,  PMC shall  have the right to  terminate  upon one
hundred  eighty  (180)  days  prior  notice  to  Aphton,  in the  event  that it
determines,  following  completion  of Phase III clinical  trials of the Product
(and receipt by PMC of the results and supporting data obtained in such trials),
that for safety and efficacy  reasons it does not wish to co-promote,  market or
sell the Product.  In addition,  either party may terminate the agreement by (a)
mutual  agreement,  (b) for uncured  material breach and (c) due to liquidation,
insolvency, etc. Further, under the agreement, none of the aggregate $10 million
consideration, either the cash or the Company's rights to the full $9 million in
unconditional  supply  commitment,  is refundable  to PMC under any  conditions.
There  is  no  provision  under  the  agreement  for  the  unconditional  supply
commitment to be satisfied by PMC with a cash payment.  (The $10 million license
payment was  recognized  for tax  purposes  in the year ended  April 30,  1997.)
Discussions  are  continuing  between  PMC and  Aphton for  marketing  rights to
Gastrimmune(TM) in Japan and other Asian markets.

On June 17,  1997,  the  Company  announced  that it had  received  proceeds  of
$10,000,000 from the closing of a private  financing of Common Stock with one of
the largest investment  banking/stock  brokerage firms in the United States. The
Company  issued 715,000 shares of common stock with a 7-year warrant for 225,000
shares exercisable at $17.50 per share.

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

             11.l Computation of net loss per common and common stock 
                  equivalent for the three months ended July 31, 1997 and 1996.

             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:  September 11, 1997        By:      /s/ Philip C. Gevas
                                          -------------------
                                              Philip C. Gevas
                                              Chairman, President and
                                                Chief Executive Officer