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 Quarter ended June 30, 2001              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 XX                   No    __
                            ----


                         The number of shares of Common
                           Stock outstanding as of the
                           close of business on August
                                    10, 2001:

          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 - June 30, 2001 and January 31, 2001                  3

       Statements of Operations - Three months and five months ended June 30,
        2001 and 2000, and the two months ended March 31, 2001 and 2000     4

       Statements of Cash Flows - Five months ended June 30, 2001 and 2000  4

    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                            5


Part II - Other Information

    Item 1.  Legal Proceedings                                              6

    Item 2.  Changes in Securities                                          6

    Item 3.  Defaults Upon Senior Securities                                6

    Item 4.  Submission of Matters to a Vote of Security Holders            6

    Item 5.  Other Information                                              6

    Item 6.  Exhibits and Reports on Form 8-K                               6

Signature Page                                                              6












                               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 June 30,  2001 and  January  31,  2001 and the results of its
operations for the three months and five months ended June 30, 2001 and 2000 and
the two months  ended March 31,  2001 and 2000;  and its cash flows for the five
months  ended June 30,  2001 and 2000.  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/A.


                               APHTON CORPORATION
                                 Balance Sheets
                                                   June 30,        January 31,
                  Assets                             2001             2001
Current Assets:                                  (Unaudited)
Cash and current investments:
 Cash and short-term cash investments            $5,016,638      $3,508,577
 Investment securities-trading                    1,175,294       1,653,180
 Investment securities-held-to-maturity           3,201,612      13,502,695
                                                 ----------      -----------
         Total cash and current investments       9,393,544      18,664,452

Other assets (including current portion of
     unconditional supply commitment)               486,393         733,322
                                                 -----------     -----------
         Total current assets                     9,879,937      19,397,774
Equipment and improvements, net                     203,899         166,437
Unconditional supply commitment                   7,750,000       7,800,000
                                                 -----------     -----------
         Total assets                           $17,833,836     $27,364,212
                                                 ===========    ===========

           Liabilities and Stockholders' Equity
Liabilities:
Current liabilities:
 Accounts payable and other                      $6,605,438      $6,207,569
                                                 ----------      ----------
         Total current liabilities                6,605,438       6,207,569
 Deferred revenue                                10,000,000      10,000,000
                                                 ----------      ----------
         Total liabilities                       16,605,438      16,207,569
                                                 ----------      ----------

Commitments

Stockholders' Equity:
 Common stock, $0.001 par value -
 Authorized:  30,000,000 shares
 Issued and outstanding:  16,199,493 shares at
   June 30, and January 31, 2001                    16,199           16,199
 Additional paid in capital                     80,292,478       80,292,478
 Purchase warrants                                 198,900          198,900
     Accumulated deficit                       (79,279,179)     (69,350,934)
                                               ------------     ------------
         Total stockholders' equity              1,228,398       11,156,643
                                                ----------       -----------
 Total liabilities and stockholders' equity    $17,833,836      $27,364,212
                                               ===========      ===========



                               APHTON CORPORATION
                      Statements of Operations (Unaudited)
           for the three and five months ended June 30, 2001 and 2000
                and the two months ended March 31, 2001 and 2000
<TABLE>
<S>                                      <C>              <C>           <C>           <C>             <C>      <C>


                                          Three months ended             Five months ended       Two months ended
                                               June 30,                       June 30,              March 31,
                                            2001           2000         2001          2000        2001      2000
Revenue:                             $         -       $         -  $        -    $        -     $       -  $
                                     ------------      -----------  -----------   -----------    ---------  ----------

Costs and expenses:
  General and administrative             519,069          485,477      698,465        792,462      179,396      306,985
  Research and development             5,648,381        1,944,689    8,954,556      5,263,623    3,306,175    3,318,934
                                     -----------        ---------  -----------      ---------    ---------    ---------
     Total costs and expenses          6,167,450        2,430,166    9,653,021      6,056,085    3,485,571    3,625,919
                                     -----------    -------------  -----------      ---------    ---------    ---------
     Loss from operations              6,167,450        2,430,166    9,653,021      6,056,085    3,485,571    3,625,919
                                     -----------    -------------  -----------      ----------   ---------    ---------
Other income (expense):
  Dividend and interest income           123,611          466,045      260,172        608,171      136,561      142,126
  Unrealized losses from investments    (409,220)         (75,870)    (535,396)       (77,436)    (126,176)      (1,566)
                                     ------------   --------------  -----------     ----------    ---------    ---------
     Net loss                        $(6,453,059)     $(2,039,991) $(9,928,245)   $(5,525,350) $(3,475,187) $(3,485,359)
                                     ============     ============ ============    =========== ============ ============
Per share data:
  Basic and fully diluted loss
    per common share                      $(0.40)          $(0.13)      $(0.61)        $(0.35)     $(0.21)      $(0.22)
                                          =======          =======      =======        =======     =======      =======
  Weighted average number of
common shares outstanding              16,199,493       16,035,807   16,199,493     16,199,493  16,199,493   15,592,984
                                       ==========       ==========   ==========     ==========  ==========   ==========

</TABLE>

The net loss for the three and five months  ended June 30, 2001 and 2000 and the
two months period ended March 31, 2001 and 2000 was the  comprehensive  loss for
those periods. For all periods presented potential common shares,  consisting of
approximately 2.7 million purchase warrants,  were excluded from the computation
of net loss per share because their effect was anti-dilutive.

                               APHTON CORPORATION
                Statements of Cash Flows (Unaudited) For the five
                      months ended June 30, 2001 and 2000
Cash flows from operating activities:                     2001         2000
     Cash paid to suppliers and employees            $(10,542,912) $(5,316,976)
                                                     ------------- ------------
       Net cash used in operating activities          (10,542,912)  (5,316,976)
Cash flows from investing activities:
     Purchase of held to maturity securities           (3,086,432) (25,590,839)
     Proceeds from maturity of
         held to maturity securities                   15,205,000   24,720,000
     Capital expenditures                                 (67,595)      (1,529)
                                                       -----------  ----------
       Net cash used in investing activities           12,050,973     (872,368)
                                                       ----------     --------
       Net increase (decrease) in cash
        and short-term cash investments                 1,508,061   (6,189,344)
Cash and short-term cash investments:
     Beginning of period                                3,508,577    9,920,263
                                                        ---------    ---------
     End of period                                     $5,016,638   $3,730,919
                                                        =========   ==========
     Reconciliation of net loss to net cash used in operating activities
Net loss                                              $(9,928,246) $(5,525,350)
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                         30,133       23,328
     Unrealized losses from investments                   535,396       77,436
     Decrease in accrued employee benefits               (535,396)     (77,436)
     Changes in -
       Other assets                                      (246,930)      17,046
       Accounts payable and other                        (397,869)     168,000
                                                         ---------     -------
Net cash used in operating activities:               $(10,542,912) $(5,316,976)
                                                     ============= =============

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

               Three and Five Months Ended June 30, 2001 and 2000

                                     General
Aphton Corporation is a biopharmaceutical  company in late-stage clinical trials
for four cancer indications.  Aphton is 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 for the prevention of pregnancy. Aphton has strategic alliances with Aventis
Pasteur (NYSE: AVE),  GlaxoSmithKline (NYSE: GSK), Schering Plough Animal Health
(NYSE: SGP), and the World Health Organization (WHO).

                              Results of Operations
During the three months ended June 30, 2001, the Company  reported a net loss of
$6,453,059.  During this period the Company had no contract revenues. Investment
earnings on cash for the quarter was $123,611  which  represented a 73% decrease
over investment  earnings of $466,045 during the quarter ended June 30, 2000 due
to lower average cash and investment  balances.  Total research and  development
expenditures for the quarter were $5,648,381,  which was approximately 190% more
than research and development  expenditures for the quarter ended June 30, 2000.
For the five months ended June 30, 2001,  research and development  expenditures
increased  70% to  $8,954,556  when  compared to the five months  ended June 30,
2000.  This  planned  increase  relates to  Aphton's  expanded  clinical  trials
programs.

                                     Results
Aphton's  primary  focus during the quarter and five months ending June 30, 2001
has been on  accelerating  and  expanding  both Phase II and Phase III  clinical
trials in the US and  abroad,  in order to finish  patient  recruitment  and the
trials as rapidly as possible.  This has, of course,  increased  spending during
the period.

Aphton  achieved  major  corporate   milestones   during  May,  2001,  when  its
collaborating clinical investigators reported on three Aphton clinical trials at
the annual meeting of the American  Society of Clinical  Oncology  (ASCO) in San
Francisco, the leading forum for clinical data reporting on cancer therapies. In
the first of two Ph II  trials,  previously  untreated  patients  with  advanced
pancreatic  cancer were treated only with Aphton's  G17DT  targeted  therapeutic
vaccine,  at both low and higher dose levels. The investigators  showed that the
median  survival of these  patients was  increased to 6.7 months.  This compares
favorably  to a median  survival  of 4.3 months for  untreated  or  chemo-failed
patients as reported in the medical  literature,  and to the  reported  clinical
trial  result  of  5.4  months  median   survival  for  patients   treated  with
gemcitabine,  the only  approved  drug for  pancreatic  cancer in the US. In the
second  Ph II trial  with  Aphton's  G17DT  vaccine,  again  as a single  agent,
previously  untreated  patients with advanced  pancreatic cancer were treated at
the higher  dose level.  The  investigators  reported a median  survival in this
trial of over 9 months,  again  comparing  favorably  with other  treatments  as
reported in the medical literature.

Single vs. dual agent: cell stasis, cell toxicity and synergism
---------------------------------------------------------------
It should be noted here that Aphton's drug is a "biological." As such, it should
act as a cytostatic  drug;  that is, its  mechanism of action is to inhibit cell
growth and cell  proliferation.  (This  effect was  manifested  strongly  by the
increased  survival  results of Aphton's drug in both  pancreatic  cancer trials
discussed  above.) In contrast,  chemotherapeutics  are cytotoxic  drugs.  Their
toxicity causes cell death (in both healthy and cancer cells) and thus reduction
in tumor size.  (Surprisingly,  tumor  reductions  in some patients were in fact
noted in Aphton's  pancreatic  cancer trials,  as well as weight gain in some of
the  patients.)  The  chemotherapeutic  drugs  eventually  lead to  selection of
resistant cancer cells,  increase in growth and  proliferation,  and therapeutic
failure,  leading to patient death.  Aphton  believes its vaccine is unique as a
biological administered as a single agent in demonstrating substantial increased
survival  against a solid tumor in humans.  Nonetheless,  recent  findings  have
shown  that  inhibiting  gastrin  a) not  only  inhibits  cell  growth  and cell
proliferation  directly,  but also b)  "unblocks" a central  pathway  leading to
cell-suicide  (apoptosis).  This tilts the balance,  from cell  growth,  to cell
suicide.  This effect was amplified  synergistically  when Aphton's  vaccine was
given together with a chemotherapeutic. Based on this synergism, all of Aphton's
clinical trials are now combination  therapies,  consisting of Aphton's  vaccine
and an appropriate chemotherapy.

Results from the first such Aphton dual-agent clinical trials reported were also
presented at the above  mentioned  ASCO meeting.  This was in a special  gastrin
symposium  conducted by Jaffer Ajani, MD, the pricincipal  investigator  from MD
Anderson,  Houston,  Texas. He reported  impressive interim Ph II stomach cancer
results,  using Aphton's G17DT vaccine  together with  chemotherapy of cisplatin
and 5FU. (See Aphton's news release dated May 15, 2001.) Whereas a response rate
with chemos alone have been shown to be in the 14% to 28% range, 100% of the six
evaluable patients in the Aphton trial responded.  Of these, 50% were partial or
greater  responses,  including a complete response (100% tumor  reduction).  The
remaining 50% were  moderate  responses (up to 50%  reduction).  Thus,  all were
classified  higher than "stable  disease," which is the sought after  cytostatic
state hoped for by administering a biological drug alone.

For these and further developments announced by Aphton,  including the discovery
of gastrin's  role in lung cancer (which is the most  prevalent and deadliest of
these  diseases,  accounting  for more deaths  annually  than breast,  prostate,
colorectal,  stomach and liver  cancers,  combined),  see Aphton's news releases
dated August 2, 2001, June 12, 2001, May 24, 2001, and May 15, 2001.

                                      Other
Effective   February  1,  2001,  the  Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and Hedging  Activities." SFAS No. 133, as amended,  establishes  accounting and
reporting  standards  for  derivative  instruments  and hedging  activities  and
requires  the  Company  to  recognize  all   derivatives  as  either  assets  or
liabilities  on the balance sheet at fair value.  The  accounting  for gains and
losses from  changes in the fair value of a derivative  instrument  are recorded
each period in current  earnings or other  comprehensive  income,  depending  on
whether the derivative is designated as part of a hedge  transaction  and, if it
is, the type of hedge  transaction.  Historically,  the  Company has not entered
into  derivative  contracts  either to hedge existing  risks or for  speculative
purposes.  The  adoption  of SFAS No. 133 did not have a material  impact on the
financial  position,  results  of  operations  or  cash  flows  of the  Company.
Dividend, interest and other income were primarily derived from commercial paper
and 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 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,  would  enable it to  maintain  its
currently  planned  operations  through  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. We anticipate
additional fund-raising from strategic alliances or equity placements, public or
private, during the remainder of 2001.

                           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.

There was a Form 8-K filed on March 15, 2001 to change Aphton's year end to
December 31, 2001

                                    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:  August 10, 2001                 By:      /s/ Frederick W. Jacobs
                                       ------------------------------------
                                       Frederick W. Jacobs, Vice President,
                                         Treasurer and Chief Accounting Officer