UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 23, 2005

Aphton Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


000-19122		95-3640931
(Commission File Number)		(IRS Employer Identification No.)


8 Penn Center, Suite 2300, 1628 JFK Boulevard, Philadelphia, PA		19103
(Address of Principal Executive Offices)		(Zip Code)

(215) 218-4340

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 23, 2005, Aphton Corporation (the “Company”) received notice from The Nasdaq Stock Market informing the Company that it was not in compliance with Marketplace Rule 4450(b)(4), which requires the Company to maintain a minimum bid price per share of at least $1.00. In accordance with Marketplace Rule 4450(e)(2), the Company has 180 calendar days, or until December 20, 2005, to regain compliance.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 29, 2005	APHTON CORPORATION

	/s/ James F. Smith
	Name:	James F. Smith
	Title:	Senior Vice President and
		Chief Financial Officer

APHTON CORP 8-K