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 October 31, 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
(address of principal executive offices)                (Zip Code)

        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 November 27, 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-October 31, 2000 and January 31, 2000                  3

       Statements of Operations - Three months and nine months ended
          October 31, 2000 and 1999                                          4

       Statements of Cash Flows - Nine months ended October 31, 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                                               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 October  31, 2000 and January 31, 2000 and the results of its
operations and its cash flows for the three months and nine months ended October
31, 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
                                                  October 31,       January 31,
                  Assets                              2000             2000
Current Assets:                                  (Unaudited)
Cash and current investments:
 Cash and short-term cash investments             $5,470,940        $9,920,263
 Investment securities-held-to-maturity           16,276,240         6,878,097
 Investment securities-trading                     2,294,156         2,380,880
                                                  ----------        ----------
         Total cash and current investments       24,041,336        19,179,240
Other assets (including current portion of
 unconditional supply commitment)                    577,982           688,013
                                                  ----------        ----------
         Total current assets                     24,619,318        19,867,253
Equipment and improvements, net                      183,955           173,350
Unconditional supply commitment                    7,950,031         8,151,650
                                                 -----------       -----------
         Total assets                            $32,753,304       $28,192,253
                                                 ===========       ===========

           Liabilities and Stockholders' Equity
Liabilities:
Current liabilities:
 Accounts payable and other                       $6,233,314        $6,131,771
                                                   ---------         ---------
         Total current liabilities                 6,233,314         6,131,771
 Deferred revenue                                 10,000,000        10,000,000
                                                  ----------        ----------
         Total liabilities                        16,233,314        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
     October 31, 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                            (63,987,587)      (52,953,795)
                                                ------------      ------------
  Total stockholders' equity                     16,519,990        12,060,482
                                                -----------       -----------
  Total liabilities and stockholders' equity    $32,753,304       $28,192,253
                                                ===========       ===========






                               APHTON CORPORATION
                      Statements of Operations (Unaudited)
          For the three and nine months ended October 31, 2000 and 1999

                   Three months ended October 31,  Nine months ended October 31,
Costs and expenses:             2000        1999          2000          1999
General and administrative    $522,765    $407,179  $  1,746,548    $1,107,280
Research and development     3,790,199   2,870,908    10,387,047     6,451,187
                             ---------   ---------    ----------     ---------
Total costs and expenses     4,312,964   3,278,087    12,133,595     7,558,467
                             ---------   ---------    ----------     ---------
Loss from operations         4,312,964   3,278,087    12,133,595     7,558,467
                             ---------   ---------    ----------     ---------
Other income (expense):
Dividend, interest and other   372,125      42,839     1,248,641       216,802
Unrealized gains (losses) from
   investments                (147,272)    266,126      (148,838)      544,695
                             ----------   --------     ---------     ---------
     Net loss             $(4,088,111) $(2,969,122) $(11,033,792)  $(6,796,970)
                          ===========  ===========  ============   ============
Basic loss per common share    $(0.25)      $(0.20)       $(0.69)       $(0.47)
                               =======      ======        ======        ======
Diluted loss per common share  $(0.25)      $(0.20)       $(0.69)       $(0.47)
                               =======      ======        ======        ======
Weighted average number of
 common shares outstanding 16,199,493   14,700,051    16,067,980    14,522,273
                           ==========   ==========    ==========    ==========

                               APHTON CORPORATION
                      Statements of Cash Flows (Unaudited)
              For the nine months ended October 31, 2000 and 1999

Cash flows from operating activities:                 2000              1999
     Cash paid to suppliers and employees       $(10,774,551)      $(6,897,692)
                                                -------------      ------------
       Net cash used in operating activities     (10,774,551)       (6,897,692)
Cash flows from investing activities:
     Purchase of held to maturity securities     (23,146,882)               --
 Proceeds from maturity of held
       to maturity securities                     13,000,000                --
     Purchase of trading securities                  (62,114)       (2,574,631)
     Unrealized gains (losses) from investments     (148,838)          544,695
     Interest and dividends received               1,248,641           216,802
     Capital expenditures                            (58,273)          (34,986)
                                                ------------        ----------
       Net cash used in investing activities      (9,167,466)       (1,848,120)
Cash flows from financing activities:
Sales of stock, net                               15,492,694        11,200,000
                                                 -----------        ----------
Cash received from financing activities           15,492,694        11,200,000
                                                 -----------        ----------
Net increase (decrease) in cash and
    short-term cash investments                   (4,449,323)        2,454,188
Cash and short-term cash investments:
     Beginning of period                           9,920,263        10,164,069
                                                  ----------        ----------
     End of period                                $5,470,940       $12,618,257
                                                  ==========       ===========


   Reconciliation of net loss to net cash used in operating activities
Net loss                                        $(11,033,792)      $(6,796,970)
Adjustments to reconcile net
     loss to net cash used in operating
 Depreciation and amortization                       47,668             57,192
 Unrealized losses (gains) from investments         148,838           (544,695)
(Decrease) increase in accrued employee benefits   (148,838)           544,695
     Changes in -
       Other assets                                 110,030           (220,347)
       Accounts payable and other                   101,543             62,433
                                                    -------            -------
Net cash used in operating activities:         $(10,774,551)       $(6,897,692)
                                               =============       ============


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

              Three and Nine Months Ended October 31, 2000 and 1999

                                     General
Aphton Corporation is a biopharmaceutical  company in late-stage,  pivotal Phase
III  clinical  trials.  Aphton  is  developing  products  using  its  innovative
vaccine-like  technology  for  neutralizing,   and  removing  from  circulation,
hormones that participate in  gastrointestinal  system and  reproductive  system
diseases,  both cancer and non-cancer.  Aphton is also  developing  products for
neutralizing hormones to prevent pregnancy.  Aphton has strategic alliances with
Aventis Pasteur (NYSE: AVE) SmithKline Beecham PLC (NYSE: SBH),  Schering Plough
Animal Health (NYSE: SGP) 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
The net loss for the three and nine months  ended  October 31, 2000 and 1999 was
the same as the  comprehensive  loss for those periods.  During the three months
ended October 31, 2000, the Company  reported a net loss of  $4,088,111.  During
this period the Company had no contract  revenues.  Investment  earnings on cash
for the quarter was $372,125 which  represented a 769% increase over  investment
earnings  of $42,839  during the  quarter  ended  October 31, 1999 due to higher
average  cash  and  investment   balances.   Total   research  and   development
expenditures for the quarter was $3,790,199,  which was  approximately  34% more
than  research and  development  expenditures  for the quarter ended October 31,
1999.  For the nine months  ended  October 31, 2000,  research  and  development
expenditures increased 62% to $10,387,047 when compared to the nine months ended
October 31, 1999. This planned  increase relates to Aphton's  expanded  clinical
trials programs.

                                     Results
While noting that Aphton's  primary focus during the quarter  ending October 31,
2000 has been on  initiating  expanding  and  continuing  clinical  trials,  and
expanding  both  Phase II and Phase III  clinical  trials in the US and  Europe,
Aphton's supporting  activities may be summarized by reviewing our News Releases
(see www.aphton.com) as follows:  August 3, 2000 (Aphton successfully  completed
the opposition period in the European Patent Office without any opposition filed
against  Aphton's  basic  European  Patent  0741744 to  neutralize a key hormone
involved in prostate  cancer);  August 30, 2000 (Aphton appoints clinical trials
and regulatory  affairs Director for North America);  September 25, 2000 (Aphton
presents  clinical  data on its  prostate  cancer  vaccine  at CaP  Cure  Annual
Scientific  Retreat);  October  17,  2000 (the  central  role for gastrin in the
growth and spread of  gastrointestinal  cancers,  in addition to the  scientific
basis for Aphton's  vaccine in the treatment of  gastrointestinal  cancers,  was
validated by clinicians and scientists in peer reviewed journals);  and December
8, 2000 (Aphton to commence colorectal cancer trial in US with patients who have
failed approved chemotherapy;  Aphton plans to file for a "fast track" marketing
approval when a sufficient number of such "chemo-refractive" patients respond to
the treatment).
                                      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 ("Y2K") 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 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.

On April 12, 2000, the Company  announced that it had received gross proceeds of
$16.2 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.

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 October 31,  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:  December 12, 2000               By:      /s/ Frederick W. Jacobs
                                       --------------------------------
                                       Frederick W. Jacobs, Vice President,
                                        Treasurer and Chief Accounting Officer