SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

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


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


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


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


          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           No  __


The number of shares of Common Stock outstanding as of the close
                                       of
                          business on January 31, 1997:

             Class                          Number of
                                        Shares outstanding

  Common Stock, no par value                12,913,149











                               APHTON CORPORATION

                                      Index


                                                               Page

Part I - Financial Information----------------------------------3

 Item 1.  Financial Statements:

   Balance Sheets - January 31, 1997 and April 30, 1996---------3

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

   Statements of Stockholders' Equity - Three and Nine months
     ended January 31, 1997 and the year ended April 30,1996----4

   Statements of Cash Flows - Nine months ended January 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-------------------------------------8

 Item 2.  Changes in Securities---------------------------------8

 Item 3.  Defaults Upon Senior Securities-----------------------8

 Item 4.  Submission of Matters to a Vote of Security Holders---8

 Item 5.  Other Information-------------------------------------8

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

Signature Page--------------------------------------------------8




                               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 January  31,  1997 and April 30,  1996 and the results of its
operations  and its cash flows for the three and nine months  ended  January 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 - January 31, 1997 and April 30, 1996

                                             January 31,   April 30,
                                                 1997        1996
                                               
                                     Assets

Cash and short-term cash investments        $4,385,789     $8,169,368
                                            
Other assets                                   278,256        184,837
                                             ---------      ---------
   Total assets                             $4,664,043     $8,354,205
                                             =========      =========

              Liabilities and Stockholders' Equity

Liabilities:
 Accounts payable and other                 $1,810,378     $1,312,784
                                             ---------      ---------
    Total liabilities                        1,810,378      1,312,784



Stockholders' Equity:
 Common stock, no par value -
 Authorized: 20,000,000 shares
   Issued and outstanding:
12,913,149 shares at January 31,1997
and 12,911,149 at April 30, 1996            26,665,091     26,664,591

 Purchase warrants                             147,004        147,004
 Accumulated deficit                       (23,958,430)   (19,770,174)
                                            ----------     ----------
     Total stockholders' equity              2,853,665      7,041,421

Total liabilities and stockholders'equity   $4,664,043     $8,354,205
                                             =========      =========




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

                         Three Months Ended    Nine Months Ended
                             January 31,          January 31,

                           1997         1996           1997           1996
Revenue:

 Dividend, interest and
other income             $54,269      $122,473       $207,369       $336,328
                          ------       -------        -------        -------   
   Total                  54,269       122,473        207,369        336,328

Costs and Expenses:
 General and
administrative           191,356       156,998        552,482        440,876
 Research and
development            1,277,791     1,300,831      3,843,143      3,382,607
                       ---------     ---------      ---------      --------- 
   Total costs and
        expenses       1,469,147     1,457,829      4,395,625      3,823,483
                         
   Net loss          $(1,414,878)  $(1,335,356)   $(4,188,256)   $(3,487,155)
                       =========     =========      =========      =========
   Net loss per
   common share           $(0.11)       $(0.10)        $(0.32)        $(0.28)
                            ====          ====           ====           ====
   Weighted average
   number of common shares
   outstanding         12,913,149   12,889,716     12,912,927     12,660,382
                       ==========   ==========     ==========     ==========


                       Statements of stockholders' equity
                   for the nine months ended January 31, 1997
                      and for the year ended April 30, 1996

                     Common Stock       Purchase
                 Shares      Amount     Warrants     Deficit         Total

Balance, May 1,
1995           12,379,049 $21,656,566   $147,004    $(15,059,241)  $6,744,329
 Exercise of
 purchase
 warrants          32,100       8,025         --              --        8,025

 Sale of stock,
 net              500,000   5,000,000         --              --    5,000,000
 
 Net loss              --          --         --      (4,710,933)  (4,710,933)
                 --------   ---------     ------       ---------    ---------
Balance, April   
   30, 1996    12,911,149  26,664,591    147,004     (19,770,174)   7,041,421
                                              
 Exercise of
 purchase
 warrants           2,000         500         --              --          500
 Net loss              --          --         --      (4,188,256)  (4,188,256)
               ----------   ---------    -------      ----------    ---------
Balance,        
January 31,
1997           12,913,149 $26,665,091   $147,004    $(23,958,430)  $2,853,665
               ==========  ==========    =======      ==========    =========









                               APHTON CORPORATION
                            Statements of cash flows
               for the nine months ended January 31, 1997 and 1996

           Increase (decrease) in cash and short-term cash investments

                                                Nine Months Ended
                                                   January, 31

                                             1997               1996
Net cash used in operating
activities                               $(3,632,731)       $(3,267,863)

Net cash provided from sale of stock             500          5,008,025

Net cash used in other non-operating  
activities                                  (151,350)           (25,553)
                                           ---------          ---------
Net increase (decrease)
in cash and short-term cash investments   (3,783,581)         1,714,609

Cash and short-term cash
investments:
      Beginning of year                    8,169,368          7,520,172
                                           ---------          ---------
      End of period                       $4,385,787         $9,234,781
                                           =========          =========

                     Reconciliation of net loss to net cash
                          used in operating activities

Net loss                                 $(4,188,256)       $(3,487,155)
Adjustments to reconcile net loss to
net cash used in operating activities:

 Depreciation and amortization                42,736             34,553
 Decrease (increase) in other assets          15,195            (21,139)
 Increase (decrease) in 
     accounts payable                        497,594            205,878
Net cash used in operating                 ---------          ---------
   activities                            $(3,632,731)       $(3,267,863)
                                           =========          =========


                Management's Discussion and Analysis of Financial
                       Condition 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 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. Aphton has successfully
completed  both the safety and  dose-ranging  phases of its Phase I/II  clinical
trial with Gastrimmune with terminal cancer patients. Aphton demonstrated "Proof
of Concept and Technology in Humans," and "Reduction of Stomach Acid in Humans,"
by the  desired  90% for GERD  applications.  Aphton has  started  its Phase III
clinical trial program to  demonstrate  the degree of efficacy of Gastrimmune in
the treatment of patients with cancers of the gastrointestinal  tract.  Aphton's
immunogen,  Gonadimmune(TM), is applicable to breast and prostate cancer and has
successfully  completed the toxicology  testing (safety) required for human use.
Aphton plans to initiate a Phase I/II clinical  trial for both breast cancer and
prostate cancer patients jointly with this immunogen.  After  recruitment of the
patients,  this Phase I/II will be a relatively  short trial,  since much of the
dose-ranging   data   with   Gastrimmune   will  be   directly   applicable   to
Gonadimmune(TM).  In addition, Aphton has exclusive manufacturing,  distribution
and sales rights for an immunocontraceptive product, also utilizing vaccine-like
technology,  which  is now in a  clinical  trial  funded  by  the  World  Health
Organization(WHO).

                                   Operations

Aphton's activities during this quarter focused on: the Phase III clinical trial
program;  manufacturing immunogens;  preparing for the Phase I/II clinical trial
with  breast  and  prostate  cancer   patients;   further   development  of  the
immunocontraceptive  product  now in Phase II  clinical  trial  in  Sweden;  and
late-stage  discussions with potential  corporate  partners for marketing one or
more  products,  in one or  more  countries,  for  both  human  and  for  animal
applications. Discussions with one or more such potential corporate partners are
now centered on the detailed commercial/financial terms and conditions (1).

                           Manufacturing and Marketing

Coupled with one or morestrategic  alliances,  Aphton plans to commercialize its
products by executing  long-term  contracts with third parties,  including major
pharmaceutical  companies,  to manufacture its products and by contracting  with
similar 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 has  financed  its  operations  principally  through the sale of its
equity  securities,  both  private  and  public,  and,  initially,  R&D  Limited
Partnerships.  These funds provided the Company with the necessary  resources to
equip and staff its research and  development  facilities,  and acquire  capital
equipment,  finance  product and technology  development,  complete  preclinical
trials and the milestone  Phase I/II clinical  trials with patients with cancers
of the gastrointestinal tract; and begin its Phase III clinical trial program to
demonstrate  the degree of  efficacy of  Gastrimmune  in the  treatment  of such
cancers.  Aphton  anticipates  that its existing  capital  resources,  which are
composed primarily of cash and cash equivalents,  will enable it to maintain its
current and planned  operations  through 1997,  exclusive of the  possibility of
obtaining  additional funds through other means or sources, at an appropriate or
opportune  time (2).

                     (1),(2) See Aphton's News Release dated
                    February 18, 1997, incorporated herewith.




                              N E W S R E L E A S E

                               APHTON CORPORATION
                          AND PASTEUR MERIEUX CONNAUGHT
                             FORM STRATEGIC ALLIANCE

                     Woodland, California, February 18, 1997
                      Aphton Corporation (NASDAQ NMS: APHT)

Aphton  Corporation  is pleased to  announce  the signing of an  agreement  with
Pasteur Merieux Connaught (Rhone-Poulenc Group), a leader in medical science and
research and the world's largest vaccine manufacturer,  for a strategic alliance
for Aphton's  immunotherapeutic product,  Gastrimmune(TM),  for all human cancer
applications, including colorectal, stomach, liver and pancreatic cancers. Under
the terms of the twenty-year  agreement,  Aphton will be responsible for product
development,  clinical  trials and  regulatory  agency  approvals,  and  Pasteur
Merieux  Connaught 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 Pasteur
Merieux  Connaught  will  enter  into  agreements  providing  for the  supply of
Gastrimmune(TM)   to  Pasteur  Merieux  Connaught  and  the  supply  of  certain
components of Gastrimmune(TM) and other Aphton products to Aphton.

In consideration  of the exclusive  rights granted to Pasteur Merieux  Connaught
under  the  agreement,   Pasteur   Merieux   Connaught   will  provide   upfront
consideration  totaling  $10 million to Aphton.  In  addition,  Pasteur  Merieux
Connaught will fund the costs associated with product  introduction,  promotion,
advertising  and marketing  throughout  the territory  covered by the agreement,
which  are  expected  to be  substantial.  Finally,  under the  auspices  of the
agreement  Pasteur  Merieux  Connaught  will provide  Aphton with  assistance in
connection with the development and registration of Gastrimmune(TM).  Once sales
of  Gastrimmune(TM)  commence,  under the  terms of the  agreement  Aphton  will
receive  the  majority of the profits  from sales of  Gastrimmune(TM),  with the
balance of profits to be retained by Pasteur Merieux Connaught.

Discussions  are continuing  between  Pasteur  Merieux  Connaught and Aphton for
marketing  rights to  Gastrimmune(TM)  for Japan and  other  Asian  markets.  In
addition,  Aphton will also continue  discussions with Pasteur Merieux Connaught
and other drug  companies  to address  the  non-cancer,  human  applications  of
Gastrimmune(TM) (e.g., GERD and ulcers) and Aphton's product Gonadimmune(TM) for
breast and prostate cancers.

Aphton Corporation is a biopharmaceutical  company developing products using its
innovative vaccine-like technology for neutralizing hormones that participate in
gastrointestinal  cancers and other  diseases,  as well.  These  other  diseases
include:  Gastroesophageal  Reflux  Disease  (GERD);  ulcers  (both  peptic  and
pain-killer  induced);  endometriosis;  and  prostate,  breast  and  endometrial
cancers. In addition, Aphton has exclusive worldwide manufacturing, distribution
and sales rights for an immunocontraceptive product, also utilizing vaccine-like
technology.  This  product is in a  clinical  trial  funded by the World  Health
Organization (WHO).

Pasteur Merieux Connaught (Rhone-Poulenc Group) is the new trade name of Pasteur
Merieux  Serums  and  Vaccins  SA  (headquarters:  Lyon,  France)  and  all  its
subsidiaries worldwide, including Connaught Laboratories which operates in North
America. As the world leader in vaccines,  Pasteur Merieux Connaught contributes
to  the  protection  and  maintenance  of  human  health  by  creating  superior
immunological  products for the prevention and treatment of infectious  diseases
and cancers.






                           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 income per common and common
         stock equivalent for the three and nine months ended
         January 31, 1997 and 1996.

         27   Financial Data Schedules

     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:  March 3, 1997               By:  /s/ Philip C. Gevas
                                       -------------------- 
                                       Philip C. Gevas
                                       Chairman, President and
                                       Chief Executive Officer


















                               APHTON CORPORATION
    Reconciliation of shares outstanding for earnings per share calculations

                       Three Months Ended             Nine Months Ended
                           January 31st                 January  31st
                       1997           1996           1997            1996

Primary Earnings
Per Share

Balance at
beginning of the     
period.               12,913,149   12,879,049     12,911,149      12,379,049
            
Weighted average of
 shares issued
 during the period             -       10,667          1,778         281,344
                      ----------   ----------     ----------      ----------
Weighted average
shares-
  primary earnings   
  per share           12,913,149   12,889,716     12,912,927      12,660,393
                      ==========   ==========     ==========      ==========  
Net loss for the     
period.              $(1,414,878) $(1,335,356)   $(4,188,256)    $(3,487,155)
                       =========    =========      =========       =========
Net loss  per share
for the period            $(0.11)      $(0.10)        $(0.32)         $(0.28)
                            ====         ====           ====            ====
  Fully Diluted
  Earnings Per
  Share

Balance at
beginning of the      
period.               12,913,149   12,879,049     12,911,149      12,379,049

Weighted average of
shares issued
during the period              -       10,667          1,778         281,344

Incremental common
stock equivalents
from the treasury    
stock method            (720,665)    (424,152)      (720,665)       (424,152)

Weighted average
shares-
  fully diluted      
shares (1)            12,192,484   12,465,564     12,192,262      12,236,241
                      ==========   ==========     ==========      ==========
Net loss for the    
period.              $(1,414,878) $(1,335,356)   $(4,188,256)    $(3,487,155) 
                       =========    =========      =========       =========
Net loss per fully
diluted share            $(0.12)       $(0.11)        $(0.34)         $(0.28)
                           ====          ====           ====            ====



Notes:

Fully diluted earnings per share includes certain common stock  equivalents that
are anti-dilutive and are therefore not reflected in primary earnings per share.
This  calculation  is provided as required by SEC  regulations,  even though the
fully diluted earnings per share amounts are not required to be disclosed in the
financial statements.





                                  Exhibit 11.1