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 July 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
      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 September 1, 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 - July 31, 2000 and January 31, 2000               3

       Statements of Operations - Three months and six months ended
          July 31, 2000 and 1999                                         4

       Statements of Cash Flows - Six months ended July 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 July 31,  2000 and  January  31,  2000 and the results of its
operations and its cash flows for the three months and six months ended July 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
                                                July 31,        January 31,
                  Assets                          2000             2000
Current Assets:                               (Unaudited)
Cash and current investments:
  Cash and short-term cash investments        $6,031,391        $9,920,263
  Investment securities-held-to-maturity      19,416,550         6,878,097
  Investment securities-trading                2,514,639         2,380,880
         Total cash and current investments   27,962,580        19,179,240
Other assets (including current portion of
  unconditional supply commitment)               650,322           688,013
                                              ----------        ----------
         Total current assets                 28,612,902        19,867,253
Equipment and improvements, net                  146,868           173,350
Unconditional supply commitment                8,031,650         8,151,650
                                              ----------        ----------
         Total assets                        $36,791,420       $28,192,253
                                             ===========       ===========
           Liabilities and Stockholders' Equity
Liabilities:
Current liabilities:
  Accounts payable and other                  $6,183,319        $6,131,771
         Total current liabilities             6,183,319         6,131,771
  Deferred revenue                            10,000,000        10,000,000
                                              ----------        ----------
         Total liabilities                    16,183,319        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 July 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                    (59,899,476)      (52,953,795)
                                            ------------      ------------
Total stockholders' equity                   20,608,101        12,060,482
                                             ----------        ----------
Total liabilities and stockholders' equity  $36,791,420       $28,192,253
                                            ===========       ===========





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

                           Three months ended July 31, Six months ended July 31,
                                    2000       1999       2000        1999
Costs and expenses:
  General and administrative      $683,309    $378,881  $1,223,783    $700,101
  Research and development       3,647,340   2,316,700   6,596,848   3,768,784
                                 ---------   ---------   ---------   ---------
     Total costs and expenses    4,330,649   2,695,581   7,820,631   4,468,885
                                 ---------   ---------   ---------   ---------
     Loss from operations        4,330,649   2,695,581   7,820,631   4,468,885
Other income (expense):
  Dividend, interest
     and other income              546,612      70,976     876,516     173,963
  Unrealized gains (losses)
     from investments               79,002     303,601      (1,566)    467,074
                                  --------    --------    ---------   --------
     Net loss                  $(3,705,035)$(2,321,004)$(6,945,681)$(3,827,848)
                               =========== =========== =========== ============

     Basic loss per common share    $(0.23)     $(0.16)    $(0.43)      $(0.27)
                                    =======     =======    =======      =======

   Diluted loss per common share    $(0.23)     $(0.16)    $(0.43)      $(0.27)
                                    =======     =======    =======      =======
     Weighted average number of
      common shares outstanding 16,199,493  14,433,384 16,002,223    14,433,384
                                ==========  ========== ==========    ==========

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

Cash flows from operating activities:                   2000            1999
     Cash paid to suppliers and employees           $(7,709,276)    $(4,066,985)
                                                    ------------    -----------
       Net cash used in operating activities         (7,709,276)     (4,066,985)
Cash flows from investing activities:
     Purchase of held to maturity securities        (25,919,378)             --
     Proceeds from maturity of held to
           maturity securities                       13,500,000              --
     Purchase of trading securities                    (129,425)             --
     Interest and dividends received                    876,516         173,963
     Capital expenditures                                    --         (34,986)
                                                     ----------       ---------
       Net cash used in investing activities        (11,672,287)        138,977

Cash flows from financing activities:
     Sales of stock, net                             15,492,694              --
                                                     ----------       ---------
       Cash received from financing activities       15,492,694              --
                                                     ----------       ---------
       Net decrease in cash and short-term
              cash investments                       (3,888,869)     (3,928,008)
Cash and short-term cash investments:
     Beginning of period                              9,920,263      10,164,069
                                                     ----------      ----------
     End of period                                   $6,031,394      $6,236,061
                                                     ==========      ==========

    Reconciliation of net loss to net cash used in operating activities

Net loss                                            $(6,945,676)    $(3,827,848)
Adjustments to reconcile net loss to
 net cash used in operating activities:
     Depreciation and amortization                       28,011          37,791
     Net increase in investment securities-trading     (133,759)             --
     Unrealized losses (gains) from investments           1,566        (467,074)
     (Decrease) increase in accrued employee benefits    (1,566)        467,074
     Changes in -
       Other assets                                      37,691        (239,940)
       Accounts payable and other                        51,548         136,975
                                                       --------       ---------
Net cash used in operating activities:              $(6,962,185)    $(3,893,022)

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

                Three and Six Months Ended July 31, 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 July 31, 2000, the Company  reported a net loss of
$3,705,035.  During this period the Company had no contract revenues. Investment
earnings on cash for the quarter was $546,612 which  represented a 780% increase
over  investment  earnings of $70,976 during the quarter ended July 31, 1999 due
to higher average cash and investment  balances.  Total research and development
expenditures  for the quarter was $3,647,340  which was  approximately  57% more
than research and development  expenditures for the quarter ended July 31, 1999.
For the six months ended July 31, 2000,  research and  development  expenditures
increased 75% to $6,596,843 when compared to the six months ended July 31, 1999.
This planned increase relates to Aphton's expanded clinical trials programs.

                                     Results
While noting that Aphton's primary focus during the quarter ended July 31,
2000 has been on initiating 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:
May 25, 2000 (In addition to presenting basic medical science findings
relating to cancers of the gastrointestinal system, Aphton scientists and
collaborating researchers from the UK presented data on the effectiveness
of Aphton's anti-gastrin immunogen in clinical trials at the annual meeting
of the American Gastroenterological Association (AGA) in San Diego, CA.);
May 31, 2000 (Georges Hibon, former Chairman and CEO of Pasteur Merieux
Connaught N.A. was elected to Aphton's Board of Directors.); July 13, 2000
(Aphton was added to Russell Equity Indexes); and 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).

                                     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.

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.

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 was one report on Form 8-K filed during the quarter
         ended July 31, 2000.  On May 19, 2000 the Company filed a
         report on Form 8-K, reporting under Item 4 thereof, a
         Change in Registrant's Certifying Accountant.



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