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 October 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 (530)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 October 31, 1997:

                          Class                    Number of
                                                Shares outstanding

            Common Stock, no par value            13,778,288


                               APHTON CORPORATION

                                      Index


                                                               Page

Part I - Financial Information                                   3

    Item 1.  Financial Statements:

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

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

       Statements of Stockholders' Equity - Six months ended
          October 31, 1997 and the year ended April 30, 1997     5

       Statements of Cash Flows - Six months ended October 31,
           1997 and 1996                                         5

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


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 October  31,  1997 and April 30,  1997 and the results of its
operations  and its cash flows for the three and six months  ended  October  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 - October 31, 1997 and April 30, 1997

                                                 October 31,          April 30,
                                                    1997               1997
                                     Assets

Cash and short-term cash investments           $15,760,897           $8,845,739
Other assets (including current portion
  of unconditional supply commitment)              206,027              308,920
                                               -----------           ----------
         Total current assets                   15,966,924            9,154,659
Special order supplies receivable                8,970,000            8,991,000
Equipment and improvements, at cost, 
  net of accumulated depreciation
  and amortization                                 193,975              216,123
Other assets                                       157,893              299,920
                                                ------------        -----------
       Total assets                            $25,112,765          $18,361,782
                                               ===========          ===========
                      Liabilities and Stockholders' Equity

Liabilities:
Current liabilities:
     Accounts payable and other                 $1,751,798           $1,948,827
                                                ----------           ----------
   Total current liabilities                     1,751,798            1,948,827

     Convertible debenture                       3,553,000            3,902,440
     Deferred revenue                           10,000,000           10,000,000
                                               -----------           ----------
         Total liabilities                      15,304,798           15,851,267
                                                ----------           ----------

Commitment

Stockholders' Equity:
    Common stock, no par value -
    Authorized: 20,000,000 shares
       Issued and outstanding:  13,778,288
       shares at October 31, 1997 and 
       12,913,149 at April 30, 1997             38,275,916           26,665,091
    Additional paid in capital                   1,097,560            1,097,560
    Purchase warrants                              147,004              147,004
    Accumulated deficit                        (29,712,513)         (25,399,140)
                                              ------------          -----------
          Total stockholders' equity             9,807,967            2,510,515
                                               -----------           ----------
          Total liabilities and 
           stockholders' equity                $25,112,765          $18,361,782
                                               ===========          ===========







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

                                          Three Months Ended  Six Months Ended
                                            October 31,          October 31,
                                        1997         1996    1997       1996
Revenue:

    Dividend, interest
     and other income             $198,999     $78,202    $352,941   $153,100
                                  --------     -------    --------   --------
       Total                       198,999      78,202     352,941    153,100
                                  --------     -------    --------   --------
Costs and Expenses:

    Research and development
        expense                  1,262,789   1,290,058   2,712,924  2,565,352
    General and administrative
        expense                    192,734     180,606     382,391    361,126
    Non-cash interest expense of
    convertible debenture           98,679           -     185,939          - 
    Amortized (non-cash) discount
    (interest)expense of 
    convertible debenture          692,530           -   1,385,060          - 
                                                                   
    Total costs and expenses     2,246,732   1,470,664   4,666,314   2,926,478
                                 ---------   ---------    ---------   ---------
      Net loss                 $(2,047,733)$(1,392,462)$(4,313,373)$(2,773,378)
                               ===========  =========== =========== ===========
    Net loss per common and 
    common  equivalent  share 
    ($0.05 and $0.10 per share
    for amortized  (non-cash) 
    interest expense of convertible
    securities in the three and six
    months ended October 31, 1997,
    respectively and $0.00 in 1996)$(0.15)   $(0.11)     $(0.33)      $(0.22)
                                   =======   =======     =======      =======
Weighted average number of
common shares outstanding      13,347,000 12,500,178  13,166,221   12,500,451
                               ========== ==========  ==========   ==========
   






                       Statements of stockholders' equity
                    for the six months ended October 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
               -----------------------------------------------------------------
B
Issuance 
from
convertible
debenture       150,139    1,600,825       -           -          -   1,600,825

Sale of stock
, net           715,000   10,010,000       -           -          -  10,010,000
Net loss              -            -       -           - (4,313,373) (4,313,373)
               -----------------------------------------------------------------
Balance,
October 31,
1997         13,778,288 $38,275,916 $ 147,004$1,097,560$(29,712,513) $9,807,967
              ========================================= =========== ===========

                               APHTON CORPORATION
            Statements of cash flows for the six months ended October
                31, 1997 and 1996 Increase (decrease) in cash and
                           short-term cash investments
                                            Six Months Ended October, 31
                                            1997                     1996
Net cash used in operating activities   $(3,427,222)             $(2,097,770)
Net cash provided from 
   non-operating activities              10,342,380                  (77,255)
                                         ----------               -----------
Net change in cash and 
short-term cash investments               6,915,158              (2,175,025)
Cash and short-term cash investments:
    Beginning of year                     8,845,739               8,169,368
                                        -----------              -----------
    End of period                       $15,760,897              $5,994,343
                                        ===========               ==========
                     Reconciliation of net loss to net cash
                          used in operating activities
Net loss                                $(4,313,373)            $(2,773,378)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Non-cash interest expense settled
     by issuance of stock                 153,825                         -
    Depreciation                           35,762                    25,375
    Amortized (non-cash) interest
    expense of convertible security     1,385,060                         -
    Decrease (increase) in other assets  (142,027)                   15,194
    Increase (decrease) in 
    accounts payable                     (546,469)                  635,039
                                        ---------                ----------
Net cash used in operating activities $(3,427,222)              $(2,097,770)
                                      ============              ============

In the six months ended  October 31, 1997,  the Company  
issued 11,191 shares ofstock 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,  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  continued  to  integrate  operational
resources of Pasteur  Merieux  Connaught  (PMC),  both personnel and facilities,
into Aphton's  expanding  stomach cancer clinical  trials program.  In addition,
Aphton  and PMC  agreed  that PMC will  increase  its role in the  manufacturing
process as soon as  feasible.  To that end,  Aphton began  transferring  certain
manufacturing  technology  to PMC.  During  this  reporting  period,  Aphton and
Schering  Plough  initiated the  development  program to apply and test Aphton's
Gastrimmune(TM)  immunogen  for  treatment  and  prevention  of  equine  ulcers.
Research and  development  expenses  increased over the same period in the prior
year  $147,572 to  $2,712,924  for the six months ended  October 31, 1997.  This
reflects the increased  resources which Aphton devoted to its expanding clinical
trials program.

                           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 and six months ended October 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:  December 11, 1997                 By:      /s/ Philip C. Gevas
                                        ----------------------------------
                                                      Philip C. Gevas
                                                  Chairman, President and
                                                  Chief Executive Officer