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, 2000            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 6, 2000:

      Class                                                    Number of
                                                           Shares outstanding
Common Stock, $0.001 par value                                  16,199,493








                               APHTON CORPORATION

                                      Index


                                                                      Page

Part I - Financial Information                                          3

    Item 1.  Financial Statements:

       Balance Sheets - April 30, 2000 and January 31, 2000             3

       Statements of Operations - Three months ended
          April 30, 2000 and 1999                                       4

       Statements of Cash Flows - Three months ended April 30, 2000
          and 1999                                                      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,  2000 and  January  31, 2000 and the results of its
operations  and its cash flows for the three  months  ended  April 30,  2000 and
1999. 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,        January 31
                  Assets                          2000             2000
Current Assets:                               (Unaudited)
Cash and current investments:
  Cash and short-term cash investments      $13,816,643        $9,920,263
  Investment securities-held-to-maturity     15,307,894         6,878,097
  Investment securities-trading               2,332,844         2,380,880
         Total cash and current investments  31,457,381        19,179,240
Other assets (including current portion of
     unconditional supply commitment)           669,151           688,013
         Total current assets                32,126,532        19,867,253
Equipment and improvements, net                 159,819           173,350
Unconditional supply commitment               8,151,650         8,151,650
         Total assets                       $40,438,001       $28,192,253

           Liabilities and Stockholders' Equity
Liabilities:
Current liabilities:
  Accounts payable and other                 $6,121,733        $6,131,771
         Total current liabilities            6,121,733         6,131,771
  Deferred revenue                           10,000,000        10,000,000
         Total liabilities                   16,121,733        16,131,771

Commitments and Contingencies

Stockholders' Equity:
  Common stock, $0.001 par value -
  Authorized:  30,000,000 shares
  Issued and outstanding:  16,199,493
    shares at April 30, 2000 and
    15,592,984 shares at January 31, 2000       16,199            15,593
  Additional paid in capital                80,292,478        64,799,784
  Purchase warrants                            198,900           198,900
     Accumulated deficit                   (56,191,309)      (52,953,795)
         Total stockholders' equity         24,316,268        12,060,482
         Total liabilities and
           stockholders' equity            $40,438,001       $28,192,253




                               APHTON CORPORATION
                      Statements of Operations (Unaudited)
               For the three months ended April 30, 2000 and 1999
                                             2000              1999
Revenue:                                 $        -        $        -
Costs and expenses:
     General and administrative             540,474           321,220
     Research and development             2,949,508         1,452,084
         Total costs and expenses         3,489,982         1,773,304
         Loss from operations             3,489,982         1,773,304
Other income (expense):
     Dividend, interest and other income    329,904           102,987
     Unrealized gains (losses)
          from investments                  (77,436)          163,473
                                            _______           _______
     Net loss                           $(3,237,514)      $(1,506,844)
                                         ==========        ===========
Per share data:
     Basic loss per common share             $(0.20)           $(0.10)
                                              =====             =====
     Diluted loss per common share           $(0.20)           $(0.10)
                                              =====             =====
     Weighted average number of
       common shares outstanding         15,804,954        14,433,384
                                         ==========        ==========

                               APHTON CORPORATION
                      Statements of Cash Flows (Unaudited)
               For the three months ended April 30, 2000 and 1999
           Increase (decrease) in cash and short-term cash investments

Cash flows from operating activities:                 2000             1999
     Cash paid to suppliers and employees        $(3,467,197)     $(1,791,337)
     Purchase of trading securities                  (29,400)              --
     Interest and dividends received                 329,904          102,987
                                                   ---------        ---------
       Net cash used in operating activities      (3,166,693)      (1,688,350)

Cash flows from investing activities:
     Purchase of held to maturity securities     (19,830,227)              --
     Proceeds from maturity of
       held to maturity securities                11,400,000               --
     Capital expenditures                                 --          (21,676)
                                                  ----------         ---------
       Net cash used in investing activities     (11,596,920)         (21,676)
Cash flows from financing activities:
     Sales of stock, net                          15,493,300               --
                                                  ----------          --------
       Cash received from financing activities    15,493,300               --
       Net increase (decrease) in cash and
            short-term cash investments            3,896,380        (1,710,026)
Cash and short-term cash investments:
     Beginning of period                           9,920,263        10,164,069
                                                  ----------         ---------
     End of period                               $13,816,643        $8,454,043

    Reconciliation of net loss to
    net cash used in operating activities
Net loss                                         $(3,237,514)      $(1,506,844)
Adjustments to reconcile net loss
to net cash used in operating activities:
     Depreciation and amortization                    13,961            18,643
     Net decrease in investment securities-trading    48,036                --
     Unrealized (gains) losses from investments       77,436          (163,473)
     Increase (decrease) in accrued employee benefits(77,436)          163,473

     Changes in -
       Other assets                                   18,862            98,535
       Accounts payable and other                    (10,038)         (298,684)
                                                    --------          --------
Net cash used in operating activities:           $(3,166,693)      $(1,688,350)

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

                   Three Months Ended April 30, 2000 and 1999

                                     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 Aventis
Pasteur (formerly 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 three months ended April 30, 2000, the Company reported a net loss of
$3,237,514.  During this period the Company had no contract revenues. Investment
earnings on cash for the quarter was $329,904 which  represented a 220% increase
over investment earnings of $102,987 during the quarter ended April 30, 1999 due
to higher average cash and investment  balances.  Total research and development
expenditures  increased  $1,497,424.  Research and development cash expenditures
were approximately  $1,740,000 greater than in the quarter ended April 30, 1999.
Non-cash research and development expenses decreased  approximately $240,000 and
were related to a Company plan whereby selected individuals may forego immediate
receipt of wages.  The Company has  established  a liability  for these  accrued
wages  payable and funded the  liability  with the  establishment  of investment
accounts which are subject to the general creditors of the Company. The selected
employees  may  direct  the  investments  and the  changes  in  value  in  these
investments  are  recognized as unrealized  gains and losses in the statement of
operations with a corresponding increase or decrease to research and development
expense to adjust the liability for  employees'  wages and benefits.  Unrealized
holding losses on trading securities and the corresponding  decrease in research
and  development  expense  totaled $77,436 for the quarter ended April 30, 2000.
Unrealized holding gains on trading securities and the corresponding increase in
research and development expense totaled $163,473 in the quarter ended April 30,
1999.
                                     Results
Aphton's  achievements  during  this  reporting  period are best  summarized  by
reviewing our News Releases (see www.aphton.com) as follows: March 16, 2000 (FDA
allows IND application for stomach cancer  patients);  March 24, 2000 (increased
survival results for pancreatic cancer patients-UK); April 11, 2000 (FDA and MCA
allow Phase III pivotal trials for pancreatic cancer) and April 12, 2000 ($16.22
million private financing).

                                      Other
In June 1998, the Financial  Accounting Standards Board ("FASB") 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  recognition  of all  derivative
instruments  in  the  statement  of  financial  position  as  either  assets  or
liabilities and the measurement of derivative instruments at fair value. In June
1999, the FASB issued SFAS No. 137,  "Accounting for Derivative  Instruments and
Hedging  Activities - Deferral of the Effective Date of FASB Statement No. 133."
The original  effective date for SFAS No. 133 was for all fiscal years beginning
after June 15, 1999.  As a result of the issuance of SFAS No. 137, the effective
date for SFAS No. 133 is for all fiscal  quarters of all fiscal years  beginning
after June 15,  2000.  The adoption of SFAS No. 133, as amended by SFAS No. 137,
is not expected to have a material effect on the financial statements.

The  Company  has had no  adverse  impact  from the year 2000 issue and does not
expect that material  incremental  costs will be incurred in the aggregate or in
any single future year.

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
commercial paper and 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  its  research  and
development  facility,  acquire capital equipment and to finance  technology and
product development, manufacturing and clinical trials.

On April 12, 2000, the Company  announced that it had received gross proceeds of
$16.22   million  from  the  closing  of  a  private   financing   with  several
international  biotechnology/healthcare funds. The company issued 491,509 shares
of common  stock at a price of $33.00  per  share.  There  were no  warrants  or
options included with this private placement.

On January 14, 2000,  the Company  announced  that it had received  $5.5 million
from a leading  investment banking firm through the exercise of 350,000 warrants
issued in prior years. The new Aphton common shares were purchased at an average
price of $15.714 per share through the exercise of these warrants.

In December, 1999, the Company reserved 1,000,000 shares of common stock, in the
form of common stock equivalents, at an exercise price of $14.75 per share. Some
or all of these  common stock  equivalents  may  eventually  be  distributed  to
employees  of the  Company  as part of their  total  compensation  package.  The
Company  accounts for stock-based  awards to employees using the intrinsic value
method as  prescribed  by Accounting  Principles  Board Opinion  ("APB") No. 25,
:Accounting  for  Stock  Issued  to  Employees,"  and  related  interpretations.
Accordingly,  no  compensation  expense  is  recorded  for  warrants  issued  to
employees in fixed amounts and with fixed exercise  prices at least equal to the
fair  market  value of the  Company's  common  stock at the date of  grant.  The
Company has adopted the provisions of SFAS No. 123,  "Accounting for Stock-Based
Compensation,"  through  disclosure only. All stock-based awards to nonemployees
are  accounted for at their fair value in  accordance  with SFAS No. 123.  There
were an additional  150,000  employee stock purchase  warrants  granted in 2000,
also at $14.75 per share. Based on Black-Scholes values for the 1,150,000 common
stock  equivalents,  for the year ended January 31, 2000, the pro forma net loss
would  increase  $15,628,500  to  $26,821,796  and the pro forma loss per common
share would be $1.82.

The following  assumptions were used in the  Black-Scholes  option pricing model
for the 1,150,000 common stock equivalents granted in the year ended January 31,
2000.  The stock  price and  exercise  price of $14.75 was set equal to the fair
market value of the Company's  common stock on the date of grant.  The risk-free
rate of return  used was 7.0%.  The  expected  dividend  yield  used was 0%. The
expected time to exercise used was 10 years.  The expected  volatility  used was
100%.

On October 13, 1999,  the Company  announced  that it had received $11.2 million
from the  closing of a private  financing  of common  stock with an  undisclosed
institutional  investor.  The company placed 800,000 shares of common stock at a
price of $14.00  per  share.  There  were no  warrants,  options  or agent  fees
included with this private financing.

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 2002. 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 the
                  quarter ended April 30, 2000.












                                    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 12, 2000                  By:      /s/ Frederick W. Jacobs
                                      --------------------------------
                                      Frederick W. Jacobs, Vice President,
                                      Treasurer and Chief Accounting Officer