SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           __________________________

                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of earliest event reported) May 19, 2000


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


               Delaware                  0-19122                  95-3640931
     (State or other jurisdiction  (Commission File Number)   (I.R.S. Employer
           of incorporation)                                Identification No.)



                 444 Brickell Avenue, Suite 51-507, Miami, FL         33131
                   (Address of principal executive offices)        (Zip Code)


        Registrant's telephone number, including area code: 305-374-7338


                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)





                      INFORMATION TO BE INCLUDED IN REPORT

Item 4.  Changes in Registrant's Certifying Accountant

a. Effective May 19, 2000, the Board of Directors of Aphton Corporation  engaged
the accounting firm of Ernst & Young LLP as independent  public  accountants for
the  registrant  for  fiscal  2001.  PricewaterhouseCoopers  LLP  was  dismissed
effective May 19, 2000. The registrant's audit committee approved these actions.

b. The reports of PricewaterhouseCoopers  LLP on the financial statements of the
registrant  for the  past  two  years  contained  no  adverse  opinion  or other
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principle.

c. In  connection  with its audits for the two most recent  fiscal years and
through May 19, 2000,  there were no disagreements  with  PricewaterhouseCoopers
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure, auditing scope or procedure, which disagreement(s),  if not resolved
to the  satisfaction  of  PricewaterhouseCoopers  LLP, would have caused them to
make reference to the subject matter of the  disagreement(s)  in connection with
their report.

d. The  registrant  has not consulted with Ernst & Young LLP during the last two
years  or  subsequent  interim  periods  through  May  19,  2000 on  either  the
application of accounting principles or type of opinion Ernst & Young LLP might
issue in the Registrant's financial statements.

e. The  Registrant  requested  PricewaterhouseCoopers  LLP to  furnish  a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated May 26, 2000, is filed as Exhibit 16.1 to this Form
8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

16       Exhibits

     Exhibit Number Description

16.1  Letter of  PricewaterhouseCoopers  LLP  regarding  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:  May 26, 2000           By:    /s/ Frederick W. Jacobs
                              ------------------------------
                              Frederick W. Jacobs, Vice President,
                              Treasurer and Chief Accounting Officer
[{"type": "8-K", "sequence": "1", "description": "ITEM 4.", "secsgml_size_bytes": 3683}]
{"company-data": {"conformed-name": "APHTON CORP", "cik": "0000840319", "assigned-sic": "2836", "irs-number": "953640931", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19122", "film-number": "645111"}, "business-address": {"street1": "444 BRICKELL AVE", "street2": "STE 51-507", "city": "MIAMI", "state": "FL", "zip": "33131", "phone": "3053747338"}, "mail-address": {"street1": "444 BRICKELL AVE", "street2": "STE 51-507", "city": "MIAMI", "state": "FL", "zip": "33131"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           __________________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported) May 19, 2000

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

               Delaware                  0-19122                  95-3640931
     (State or other jurisdiction  (Commission File Number)   (I.R.S. Employer
           of incorporation)                                Identification No.)

                 444 Brickell Avenue, Suite 51-507, Miami, FL         33131
                   (Address of principal executive offices)        (Zip Code)

        Registrant's telephone number, including area code: 305-374-7338

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report.)

                      INFORMATION TO BE INCLUDED IN REPORT

Item 4.  Changes in Registrant's Certifying Accountant

a. Effective May 19, 2000, the Board of Directors of Aphton Corporation  engaged
the accounting firm of Ernst & Young LLP as independent  public  accountants for
the  registrant  for  fiscal  2001.  PricewaterhouseCoopers  LLP  was  dismissed
effective May 19, 2000. The registrant's audit committee approved these actions.

b. The reports of PricewaterhouseCoopers  LLP on the financial statements of the
registrant  for the  past  two  years  contained  no  adverse  opinion  or other
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principle.

c. In  connection  with its audits for the two most recent  fiscal years and
through May 19, 2000,  there were no disagreements  with  PricewaterhouseCoopers
LLP on any matter of accounting  principles or  practices,  financial  statement
disclosure, auditing scope or procedure, which disagreement(s),  if not resolved
to the  satisfaction  of  PricewaterhouseCoopers  LLP, would have caused them to
make reference to the subject matter of the  disagreement(s)  in connection with
their report.

d. The  registrant  has not consulted with Ernst & Young LLP during the last two
years  or  subsequent  interim  periods  through  May  19,  2000 on  either  the
application of accounting principles or type of opinion Ernst & Young LLP might
issue in the Registrant's financial statements.

e. The  Registrant  requested  PricewaterhouseCoopers  LLP to  furnish  a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated May 26, 2000, is filed as Exhibit 16.1 to this Form
8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

16       Exhibits

     Exhibit Number Description

16.1  Letter of  PricewaterhouseCoopers  LLP  regarding  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:  May 26, 2000           By:    /s/ Frederick W. Jacobs
                              ------------------------------
                              Frederick W. Jacobs, Vice President,
                              Treasurer and Chief Accounting Officer