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 October 31, 1996             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 (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 X     No __


                      The number of shares of Common Stock
                         outstanding as of the close of
                          business on October 31, 1996:

        Class                                                    Number of
                                                           Shares outstanding

 Common Stock, no par value                                      12,913,149


                               APHTON CORPORATION

                                      Index

                                                                       Page
Part I - Financial Information                                    


    Item 1.  Financial Statements:                                       3

       Balance Sheets - October 31, 1996 and April 30, 1996              3

       Statements of Operations - Three and Six months ended
          October 31, 1996 and 1995                                      4

       Statements of Stockholders' Equity - Three and Six months ended
          October 31, 1996 and the year ended April 30,1996              4

       Statements of Cash Flows - Six months ended October 31, 1996
          and 1995                                                       5

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


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,  1996 and April 30,  1996 and the results of its
operations  and its cash flows for the three and six months  ended  October  31,
1996 and 1995.  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, 1996 and April 30, 1996

                                               October 31,          April 30,
                                                  1996               1996
                                     Assets

Cash and short-term cash investments           $5,994,343          $8,169,368
Other assets                                      222,023             184,837
                                              ------------        ------------
       Total assets                            $6,216,366          $8,354,205
                                               ==========          ==========


                      Liabilities and Stockholders' Equity

Liabilities:
    Accounts payable and other                 $1,947,823          $1,312,784
                                               ----------          ----------
       Total liabilities                        1,947,823           1,312,784
                                               ----------          ----------



Stockholders' Equity:
    Common stock, no par value -
    Authorized: 20,000,000 shares
    Issued and outstanding:  12,913,149
    shares at October 31, 1996 and
    12,911,149 at April 30, 1996                26,665,091          26,664,591
    Purchase warrants                              147,004             147,004
    Accumulated deficit                        (22,543,552)        (19,770,174)
                                              -------------        -----------

     Total stockholders' equity                  4,268,543           7,041,421
                                              -------------       ------------

     Total liabilities and 
       stockholders' equity                     $6,216,366          $8,354,205
                                                ==========          ==========



                               APHTON CORPORATION
                            Statements of operations
          for the three and six months ended October 31, 1996 and 1995

                                       Three Months Ended      Six Months Ended
                                            October 31,            October 31,

                                        1996         1995      1996     1995
Revenue:

  Dividend, interest
    and other income            $78,202      $98,282     $153,100     $213,855
                                -------      -------     --------     --------
     Total                       78,202       98,282      153,100      213,855
                                -------      -------     --------     --------

Costs and Expenses:
  General and administrative    180,606      155,627      361,126      283,878
  Research and development    1,290,058    1,090,940    2,565,352    2,081,776
                              ---------    ---------    ---------    ---------
    Total costs and expenses  1,470,664    1,246,567    2,926,478    2,365,654
                              ---------    ---------    ---------    ---------
    Net loss                $(1,392,462) $(1,148,285) $(2,773,378) $(2,151,799)
                            ============ ===========  ===========  ============

    Net loss per common share    $(0.11)      $(0.09)      $(0.21)      $(0.17)
                                 =======      =======      =======      =======
  Weighted average number of
   common shares outstanding 12,913,149   12,712,382   12,912,816   12,545,716
                             ==========   ==========   ==========   ==========


                       Statements of stockholders' equity
                    for the six months ended October 31, 1996
                      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                   --          --        --    (2,773,378) (2,773,378)
                -------------  -----------  --------   ----------   ----------
Balance,
 October 31, 1996  12,913,149  $26,665,091  $147,004 $(22,543,552) $4,268,543
                     ==========  ===========  ======== ============ ==========


                               APHTON CORPORATION
                            Statements of cash flows
               for the six months ended October 31, 1996 and 1995

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

                                                    Six Months Ended
                                                       October, 31
                                              1996                     1995
Net cash used in operating activities    $(2,097,770)             $(1,963,869)

Net cash provided from sale of stock             500                5,000,000
Net cash used in investing activities
      for capital expenditures               (77,755)                 (24,750)
                                         -------------           -------------
          Net increase (decrease) in cash and
          short-term cash investments     (2,175,025)               3,011,381
Cash and short-term cash investments:
    Beginning of year                      8,169,368                7,520,172
                                        -------------            -------------
    End of period                         $5,994,343              $10,531,553
                                          ==========              ===========


                     Reconciliation of net loss to net cash
                          used in operating activities

Net loss                                 $(2,773,378)             $(2,151,799)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization             25,375                   22,310
    Decrease (increase) in other assets       15,194                  (52,375)
    Increase (decrease) in accounts payable  635,039                  217,995
                                           ---------               -----------
Net cash used in operating activities    $(2,097,770)             $(1,963,869)
                                          ===========              ===========

                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(TM)  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(TM)   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.  This Phase I/II will be a relatively short trial,  since much of the
dose-ranging  data  with   Gastrimmune(TM)   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 Phase  II  clinical  trials  by the  World  Health
Organization(WHO).

                                   Operations

Aphton's  activities during this quarter focused on the Phase III clinical trial
program;  manufacturing  immunogens  and  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
continuing  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 a few of such potential  corporate partners have
now  successfully  completed the analyses of market  potentials and the long and
intensive  scientific due diligence phases.  These represent major milestones in
Aphton's  corporate  development.  The corporate  alliance  discussions  are now
centered on the detailed commercial/financial terms and conditions.

                           Manufacturing and Marketing

Absent  or  together   with  a  strategic   alliance  or  corporate   partnering
relationship  which may impact on the following,  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.  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   contract   marketing,
distribution and sales approach similarly utilizes the large and effective sales
forces 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.   Aphton's   innovative   operating  and
commercialization   strategies   since  its  inception  are  now  being  adopted
increasingly by others in the pharmaceutical industry.

                         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(TM)  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.

                           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

                  11.1  Computation  of net income  per common and common  stock
                  equivalent for the three and six months ended October 31, 1996
                  and 1995.

                  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:  December 2, 1996                           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      Six Months Ended
                                         October 31,           October 31,

 Primary Earnings Per Share       1996        1995         1996        1995   

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

Weighted average of shares issued or
shares reacquired during the period   --      333,333       1,667      166,667
                               ---------   ----------    ----------  ----------
Weighted average - primary
 earnings per share           12,913,149   12,712,382  12,912,816   12,545,716
                              ==========   ==========  ==========   ==========

Net loss for the period     $(1,392,462) $(1,148,285) $(2,773,379) $(2,151,799)
                             ===========   ==========  ===========  ===========
Net loss per share 
for the period                   $(0.11)      $(0.09)      $(0.21)      $(0.17)
                                 =======      =======      =======      =======


Fully Diluted Earnings Per Share  1996        1995         1996         1995
Balance at the
   beginning of the period    12,913,149  12,379,049   12,911,149   12,379,049

Weighted average of shares issued or
shares reacquired during the period  --      333,333        1,667      166,667
                                           
Incremental common stock 
equivalents from the
treasury stock method          (412,365)    (555,564)    (412,365)    (555,564)
                           -------------  -----------  -----------  -----------

Weighted average-
fully diluted shares         12,500,784   12,156,818   12,500,451   11,990,152
                             ==========   ==========   ==========   ==========

Net loss for the period     $(1,392,462) $(1,148,285) $(2,773,379) $(2,151,799)
                            ============ ============ ============ ============
Net loss per 
  fully diluted shares           $(0.11)      $(0.09)      $(0.22)      $(0.18)
                                 =======      =======      =======      =======

Note:
      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