SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

               (Mark One)
               |X|  QUARTERLY REPORT PURSUANT TO SECTION 13
                    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                    1934

               For the quarterly period ended March 31, 2001
                                              --------------

                                       OR

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


         For the transition period from            to
                                       ----------      ----------

                        Commission file number 000-14879


                               Cytogen Corporation
                               -------------------
             (Exact name of Registrant as specified in its charter)

           Delaware                                              22-2322400
-------------------------------                           ----------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

            600 College Road East, CN 5308, Princeton, NJ 08540-5308
            --------------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

        Registrant's telephone number, including area code (609) 750-8200

           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    .
                                              ---    ---

           Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

          Class                                       Outstanding at May 1, 2001
----------------------------                          --------------------------
Common Stock, $.01 par value                                   77,492,855


<PAGE>

PART I  - FINANCIAL INFORMATION
-------------------------------
Item I - Consolidated Financial Statements


                                    CYTOGEN CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
                                (All amounts in thousands, except share data)
                                                 (Unaudited)
<TABLE>
<CAPTION>

                                                                          March 31,      December 31,
                                                                            2001             2000
                                                                         ----------      ------------
<S>                                                                      <C>              <C>
ASSETS:
Current Assets:
  Cash and cash equivalents .......................................      $  14,271        $  11,993
  Receivable on income tax benefit sold ...........................             --            1,625
  Accounts receivable, net ........................................          2,155            1,841
  Inventories .....................................................            997              883
  Other current assets ............................................            765              377
                                                                         ---------        ---------

    Total current assets ..........................................         18,188           16,719

Property and Equipment, net .......................................          1,986            2,193

Other Assets ......................................................          1,944            1,504
                                                                         ---------        ---------

                                                                         $  22,118        $  20,416
                                                                         =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term debt ...............................      $     134        $     151
  Accounts payable and accrued liabilities ........................          5,167            7,218
  Deferred revenue ................................................            859              859
                                                                         ---------        ---------

    Total current liabilities .....................................          6,160            8,228
                                                                         ---------        ---------

Long-Term Debt ....................................................          2,381            2,374
                                                                         ---------        ---------

Deferred Revenue ..................................................          2,381            2,596
                                                                         ---------        ---------

Stockholders' Equity:
    Preferred stock, $.01 par value, 5,400,000 shares authorized -
       Series C Junior Participating Preferred Stock, $.01 par value,
         200,000 shares authorized, none issued and outstanding .....           --               --
    Common stock, $.01 par value, 250,000,000 shares authorized,
       76,895,000 and 75,594,000 shares issued and outstanding
       at March 31, 2001 and December 31, 2000, respectively ........          769              756
    Additional paid-in capital ......................................      342,461          335,938
    Deferred compensation ...........................................         (799)            (895)
    Accumulated deficit .............................................     (331,235)        (328,581)
                                                                         ---------        ---------

       Total stockholders' equity ...................................       11,196            7,218
                                                                         ---------        ---------

                                                                         $  22,118        $  20,416
                                                                         =========        =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                 2
<PAGE>




                                 CYTOGEN CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                           (All amounts in thousands, except per share data)
                                               (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended March 31,
                                                                   ----------------------------
                                                                      2001               2000
                                                                   ----------         ---------
<S>                                                                  <C>              <C>
Revenues:
  Product related:
    ProstaScint ................................................     $  2,222         $  1,695
    Others .....................................................          113              177
                                                                     --------         --------
            Total product sales ................................        2,335            1,872

    Quadramet royalties ........................................          441              498
                                                                     --------         --------
            Total product related ..............................        2,776            2,370

    License and contract .......................................          215              273
                                                                     --------         --------

            Total revenues .....................................        2,991            2,643
                                                                     --------         --------

Operating Expenses:

  Cost of product ..............................................        1,152              930
  Research and development .....................................        1,739            1,493
  Selling and marketing ........................................        1,754            1,130
  General and administrative ...................................        1,172              947
                                                                     --------         --------

            Total operating expenses ...........................        5,817            4,500
                                                                     --------         --------

            Operating loss .....................................       (2,826)          (1,857)

Interest income  ...............................................          220              168
Interest expense ...............................................          (48)             (57)
                                                                     --------         --------

            Loss before cumulative effect of
             accounting change .................................       (2,654)          (1,746)
Cumulative effect of accounting change .........................           --           (4,314)
                                                                     --------         --------

Net loss .......................................................     $ (2,654)        $ (6,060)
                                                                     ========         ========

Net loss per share:
  Basic and diluted net loss before cumulative
   effect of accounting change .................................     $  (0.03)        $  (0.02)
  Cumulative effect of accounting change .......................           --            (0.06)
                                                                     --------         --------
  Basic and diluted net loss ...................................     $  (0.03)        $  (0.08)
                                                                     ========         ========

Weighted average common shares outstanding .....................       76,244           71,630
                                                                     ========         ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                  3
<PAGE>

                                   CYTOGEN CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (All amounts in thousands)
                                                (Unaudited)

<TABLE>
<CAPTION>
                                                                          Three Months Ended March 31,
                                                                          ----------------------------
                                                                              2001             2000
                                                                          -----------       ----------
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..............................................................    $ (2,654)         $ (6,060)
                                                                           --------          --------
Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization ..................................         302               221
       Imputed interest ...............................................         (22)              (14)
       Stock based compensation .......................................          96                 7
       Stock option grants ............................................          --               120
       Amortization of deferred revenue ...............................        (215)             (215)
       Cumulative effect of accounting change .........................          --             4,314
       Gain on sale of equipment ......................................          --              (149)
       Changes in assets and liabilites:
         Accounts receivable, net .....................................        (292)             (235)
         Inventories ..................................................        (114)              149
         Other assets .................................................         797              (453)
         Accounts payable and accrued liabilities .....................      (2,051)           (1,500)
         Other liabilities ............................................          39                38
                                                                           --------          --------

                  Total adjustments ...................................      (1,460)            2,283
                                                                           --------          --------

         Net cash used in operating activities ........................      (4,114)           (3,777)
                                                                           --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of equipment ...................................          --               148
Purchases of property and equipment ...................................         (95)             (103)
                                                                           --------          --------

         Net cash provided by (used in) investing activities ..........         (95)               45
                                                                           --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ................................       6,536             3,535
Redemption of short-term investments ..................................          --             1,593
Payment of long-term liabilities ......................................         (49)              (10)
                                                                           --------          --------

         Net cash provided by financing activities ....................       6,487             5,118
                                                                           --------          --------

Net increase in cash and cash equivalents .............................       2,278             1,386

Cash and cash equivalents, beginning of period ........................      11,993            10,801
                                                                           --------          --------
Cash and cash equivalents, end of period ..............................    $ 14,271          $ 12,187
                                                                           ========          ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                  4
<PAGE>

                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

         Cytogen  Corporation  ("Cytogen" or the  "Company")  is an  established
biopharmaceutical  company with two principal lines of business,  proteomics and
oncology. We are extending our expertise in antibodies and molecular recognition
to the  development  of new  products  and a  proteomics-driven  drug  discovery
platform.  We have  established a pipeline of product  candidates based upon our
proprietary  antibody and our exclusively  licensed  prostate  specific membrane
antigen,  or PSMA,  technologies.  We are also developing a proprietary  protein
pathway database as a drug discovery and development tool for the pharmaceutical
and biotechnology industries.

         Our cancer management  business currently is comprised of four marketed
products,  each of which has been  approved  by the United  States Food and Drug
Administration (the "FDA"): ProstaScint(R),  a monoclonal antibody-based imaging
agent used to image the extent and spread of prostate cancer; BrachySeed(TM),  a
second generation  radioactive  implant for the treatment of localized  prostate
cancer; OncoScint(R) CR/OV, another monoclonal antibody-based imaging agent used
for the detection of colorectal and ovarian cancer;  and Quadramet(R),  a cancer
therapeutic  agent marketed for the relief of  cancer-related  bone pain. We are
evolving our cancer pipeline by developing PSMA,  which we exclusively  licensed
from Memorial  Sloan-Kettering  Cancer Center.  PSMA is a unique  membrane-bound
antigen highly expressed in prostate cancer cells and in the neovasculature of a
variety  of  other  solid  tumors,  including  breast,  lung and  colon.  We are
developing our PSMA  technology as part of our approach to offering a full range
of prostate cancer management  products and services  throughout the progression
of the disease, including gene-based immunotherapy vaccines,  antibody-delivered
therapeutic  compounds  and novel assays for  detection of primary and recurrent
prostate  cancer.  We  also  plan  to  apply  our  PSMA  technology,   including
therapeutics and in vitro  diagnostics,  toward other types of cancer based upon
our experience in prostate cancer, although we cannot be certain such technology
will  be  commercializable   in  such  areas.  Our  in  vivo   immunotherapeutic
development   program  is  being  conducted  in  collaboration   with  Progenics
Pharmaceuticals, Inc.


Basis of Consolidation

      The consolidated  financial statements include the accounts of Cytogen and
its subsidiaries. Intercompany balances and transactions have been eliminated in
consolidation.


Basis of Presentation

      The  consolidated  financial  statements  and notes thereto of Cytogen are
unaudited and include all  adjustments  which in the opinion of  management  are
necessary to present fairly the financial condition and results of operations as

                                       5
<PAGE>


                      CYTOGEN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


of  and  for  the  periods  set  forth  in  the  Consolidated   Balance  Sheets,
Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
All  such  accounting  adjustments  are  of  a  normal,  recurring  nature.  The
consolidated  financial  statements  do not include all of the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted  accounting  principles and should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's  Annual Report on Form 10-K filed with the  Securities
and Exchange  Commission,  which includes financial statements as of and for the
year ended  December 31, 2000.  The results of the Company's  operations for any
interim  period are not  necessarily  indicative of the results of the Company's
operations for any other interim period or for a full year.


Cash and Cash Equivalents

      Cash and cash  equivalents  include  cash on hand,  cash in banks  and all
highly-liquid investments with a maturity of three months or less at the time of
purchase.


Net Loss Per Share

      Basic net loss per share is based upon the weighted  average common shares
outstanding during each period.  Diluted net loss per share is the same as basic
net loss per  share,  as the  inclusion  of common  stock  equivalents  would be
antidilutive.


Inventory

      The Company's  inventory is primarily related to ProstaScint and OncoScint
CR/OV.  Inventory is stated at the lower of cost or market  using the  first-in,
first-out method and consisted of the following:

                                            March 31,       December 31,
                                              2001              2000
                                          ------------      ------------

      Raw materials.................        $482,000          $718,000
      Work-in process...............         428,000            59,000
      Finished goods................          87,000           106,000
                                            --------          --------
                                            $997,000          $883,000
                                            ========          ========

Revenue Recognition

      Effective  January  1, 2000,  the  Company  adopted  U.S.  Securities  and
Exchange  Commission Staff Accounting  Bulletin No. 101 "Revenue  Recognition in
Financial  Statements"  ("SAB  101")  which  requires  up-front,  non-refundable
license fees to be deferred and  recognized  over the  performance  period.  The
cumulative effect of adopting SAB 101 resulted in a one-time, non-cash charge of


                                       6
<PAGE>

                      CYTOGEN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


$4.3  million or $0.06 per share,  which  reflects  the  deferral of an up-front
license fee received from Berlex  Laboratories,  Inc., net of associated  costs,
related to the  licensing of Quadramet  recognized in October 1998 and a license
fee for certain  applications  of PSMA to a joint venture  formed by Cytogen and
Progenics Pharmaceuticals Inc. recognized in June 1999. Previously,  the Company
had  recognized  up-front  license fees when the Company had no  obligations  to
return  the fees  under any  circumstances.  Under SAB 101  these  payments  are
recorded as deferred  revenue to be recognized  over the  remaining  term of the
related agreements.


2.  SALES OF CYTOGEN COMMON STOCK:

         Under the terms of a $70 million equity financing facility entered into
between the Company and Acqua  Wellington  North American  Equities  Fund,  Ltd.
("Acqua  Wellington"),  beginning in October 2000 and extending  over a 20 month
period, Cytogen may, at its discretion, sell shares of its common stock to Acqua
Wellington  at a small  discount to the market  price.  Such sale price is to be
determined  before each sale  provided the  Threshold  Price,  as defined in the
Common  Stock  Purchase  Agreement  executed by the parties,  for the  Company's
common stock is at least $4.00 per share. The equity  financing  facility is not
subject  to any  minimum  takedown  requirements,  nor did the  Company  pay any
financing  fees or other  compensation  in  connection  with  this  transaction.
Pursuant  to this  facility,  in  February  2001,  the  Company  sold  to  Acqua
Wellington  1,276,557  shares of its common stock at an aggregate  price of $6.5
million or $5.092 per share.


                                       7
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations


      The  following  discussion  contains  historical  information  as  well as
forward  looking  statements  that involve a number of risks and  uncertainties.
Statements  contained or incorporated  by reference in this Quarterly  Report on
Form 10-Q that are not based on historical fact are "forward-looking statements"
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended.  Generally,  forward looking statements can be identified by the use of
phrases like "believe", "expect", "anticipate",  "plan", "may", "will", "could",
"estimate",  "potential",  "opportunity"  and "project" and similar  terms.  The
Company's actual results could differ  materially from the Company's  historical
results of operations  and those  discussed in the forward  looking  statements.
Factors that could cause actual results to differ materially,  include,  but are
not limited to those  identified in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 under the caption  "Additional Factors That May
Affect Future Results". Investors are cautioned not to put undue reliance on any
forward looking statement.


Cautionary Statement

      In addition to the risks  discussed  under the caption  referred to above,
among other factors that could cause actual  results to differ  materially  from
expected  results are the  following:  (i) the  Company's  ability to access the
capital  markets  in the near term and in the future  for  continued  funding of
existing  projects  and for the  pursuit of new  projects;  (ii) the  ability to
attract and retain personnel needed for business operations and strategic plans;
(iii) the timing and results of clinical studies, and regulatory approvals; (iv)
market  acceptance of the Company's  products,  including  programs  designed to
facilitate  use of the  products,  such as the  Partners  in  Excellence  or PIE
Program; (v) demonstration over time of the efficacy and safety of the Company's
products;  (vi) the degree of competition  from existing or new products;  (vii)
the decision by the majority of public and private insurance carriers on whether
to reimburse  patients  for the  Company's  products;  (viii) the ability of the
Company to comply with applicable  governmental regulations and changes thereto;
(ix) the  profitability  of its  products;  (x) the ability to attract,  and the
ultimate  success of, strategic  partnering  arrangements,  collaborations,  and
acquisition  candidates;  (xi) the ability of the  Company  and its  partners to
identify  new products as a result of those  collaborations  that are capable of
achieving  FDA  approval,  that  are  cost-effective  alternatives  to  existing
products and that are ultimately accepted by the key users of the product; (xii)
the success of the Company in obtaining  marketing approvals for its products in
Canada and Europe;  (xiii) the ability of the Company to protect its proprietary
technology,  trade secrets or know-how  under the patent and other  intellectual
property laws of the United States and other countries; and (xiv) the ability of
Advanced Magnetics Inc. to satisfy the conditions specified by the FDA regarding
approval to market Combidex in the United States.

      The following  discussion and analysis should be read in conjunction  with
the Financial  Statements and related notes thereto contained  elsewhere herein,
as well as the Company's  Annual Report on Form 10-K for the year ended December
31, 2000 and from time to time the Company's  other filings with the  Securities
and Exchange Commission.


                                       8
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


Significant Events in 2001

      In the first  quarter of 2001,  the  Company  launched  BrachySeed(TM),  a
second  generation  radioactive  implant for  treatment  of  localized  prostate
cancer,  which was  in-licensed  by the Company from  Draximage Inc. in December
2000.  The Company is  utilizing  its  existing  oncology  sales force to market
BrachySeed.  There can be no assurance,  however, as to the market acceptance of
the product or whether this product will significantly  increase the revenues of
the Company.

      AxCell  Biosciences  Corporation,  a subsidiary  of the  Company,  will be
selling a database product called ProChart with its marketing  partner InforMax,
Inc.  ProChart is a proprietary  protein pathway database which measures protein
domain-ligand  interactions  in  a  high-throughput  manner.  ProChart  will  be
marketed  by  InforMax  using  its  Protein-Protein  Interaction  module,  a new
addition to GenoMax(TM)  enterprise  software package.  AxCell expects to launch
its ProChart database product with is marketing partner, InforMax, in the second
quarter of 2001.  There can be no assurance,  however,  as to the timing of such
launch,   market  acceptance  of  the  product  or  whether  this  product  will
significantly increase the revenues for the Company.


Results of Operations

Three Months Ended March 31, 2001 and 2000

      Revenues.  Total  revenues for the first quarter of 2001 were $3.0 million
compared  to $2.6  million for the same period in 2000.  The  increase  from the
prior year period is due to higher product related revenues, partially offset by
lower license and contract  revenues.  Product related revenues,  which included
product  sales  and  royalties,  accounted  for 93% of total  revenues  in 2001,
compared  to 90% from  the  comparable  period  of 2000.  License  and  contract
revenues accounted for the remainder of revenues in such periods.

      Product  related  revenues for the first quarter of 2001 were $2.8 million
compared to $2.4 million for the same period in 2000.  ProstaScint accounted for
80% and 72% of product related  revenues in the first quarters of 2001 and 2000,
respectively,  while  Quadramet  royalties  accounted for 16% and 21% of product
related  revenues,  respectively,  for such periods.  Sales of ProstaScint  were
approximately  $2.2 million in the first quarter of 2001,  $527,000  higher than
the $1.7 million recorded in the first quarter of 2000.  Beginning in July 2000,
the Company assumed sole  responsibility  for selling and marketing  ProstaScint
from Bard  Urological  Division  of the C.R.  Bard  Inc.  ("Bard"),  its  former
co-marketing  partner.  The Company  took this step  because it believed  that a
highly  trained and  dedicated  internal  sales force will be able to market its
products most effectively and to build a marketing capability for BrachySeed and
future  products.  The Company cannot be certain,  however,  as to the effect on
sales of ProstaScint and the BrachySeed products as a result of this action.


                                       9
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


      Quadramet  royalties for the first quarter of 2001  decreased  slightly to
$441,000 from  $498,000 in the same period of 2000.  This decrease was partially
due to a temporary,  weather related  disruption in the supply of Quadramet from
the manufacturer of the product during 2001, which has been resolved.  Quadramet
is currently marketed by the Company's  marketing partner,  Berlex  Laboratories
("Berlex").  Although Cytogen  believes that Berlex is an advantageous  partner,
there can be no assurance that Quadramet will achieve greater market  acceptance
on a timely basis or result in significant revenues for Cytogen.

      License and contract  revenues for the first quarter of 2001 were $215,000
compared to $273,000 for the same period of 2000. As a result of the adoption of
SAB 101 (see Note 1 to the Consolidated Financial Statements),  such license and
contract  revenues  for 2000 and 2001  include  the  recognition  of $215,000 of
deferred revenues from certain up-front,  non-refundable license fees recognized
in prior years.

      Operating Expenses. Total operating expenses for the first quarter of 2001
were $5.8 million compared to $4.5 million recorded in the same quarter of 2000.
The  increase  from the prior  year  period  is  attributable  primarily  to the
additional funding for the proteomics  research program at AxCell, the expansion
of Cytogen's in-house sales force to assume sole responsibility of marketing and
sales of ProstaScint and costs associated with the 2001 launch of BrachySeed.

      Cost of product for the first  quarter of 2001 were $1.2 million  compared
to $930,000 recorded in the same period of the prior year. The increase from the
prior year period is due to increased  manufacturing costs and increased product
sales.

      Research and development  expenses for the first quarter of 2001 were $1.7
million  compared  to $1.5  million  recorded  in the same  period of 2000.  The
increase  from  the  prior  year  period  is due to  increased  funding  for the
proteomics  program at AxCell.  The Company  anticipates that funding for AxCell
will continue to increase over the remainder of this year.

      Selling and marketing  expenses were $1.8 million for the first quarter of
2001  compared  to $1.1  million in the same period of 2000.  The  current  year
expenses  reflect the Company's  efforts to expand its in-house  sales force and
the  assumption  of  sole  responsibility  for  the  selling  and  marketing  of
ProstaScint from Bard and the launch costs associated with BrachySeed.

      General and  administrative  expenses for the first quarter 2001 were $1.2
million  compared to $947,000 for the  comparable  period in 2000.  The increase
from the prior year period is due in part to stock based  compensation for a key
employee and professional fees.

      Interest Income/Expense. Interest income for the first quarter of 2001 was
$220,000  compared to $168,000 recorded in the same period of 2000. The increase
from the prior year period is due to a higher  average cash balance during 2001.
Interest  expense for the first quarter of 2001 was $48,000  compared to $57,000
recorded in the same period of 2000.  The  interest  expenses  included  finance
charges related with various equipment leases.



                                       10
<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


      Net Loss. Net loss for the first quarter of 2001 was $2.7 million compared
to $6.1 million  recorded in the same period of 2000. The net loss per share for
the first quarter of 2001 was $0.03 based on average  common shares  outstanding
of 76.2  million  compared  to a net loss per  share of $0.08  based on  average
common shares  outstanding of 71.6 million for the same period in 2000. The 2000
net loss included $4.3 million or $0.06 per share for the  cumulative  effect of
accounting  change  as a result  of the  adoption  of SAB 101 (see Note 1 to the
Consolidated Financial Statements).


Liquidity and Capital Resources

      The Company's cash and cash equivalents were $14.3 million as of March 31,
2001,  compared to $12.0  million as of  December  31,  2000.  The cash used for
operating  activities for the three months ended March 31, 2001 was $4.1 million
compared to $3.8 million in the same period of 2000. The increase from the prior
year period is due primarily to the increased funding for the proteomics program
at AxCell,  the  Company's  efforts  to expand its  in-house  sales  force,  and
expenses related to the 2001 launch of BrachySeed.

      Historically,  the  Company's  primary  sources of cash have been proceeds
from the issuance and sale of its stock  through  public  offerings  and private
placements,  product related  revenues,  revenues from research  services,  fees
received  under license  agreements  and interest  earned on cash and short-term
investments.

      In January 2001, the Company received cash of $1.6 million relating to the
December  2000 sale of New Jersey  State net  operating  losses and research and
development credits.  Under the current legislation,  the Company may be able to
sell a minimum  $977,000 of the remaining  approved $3.7 million of tax benefits
in 2001.  The actual amount of tax credits the Company may sell will depend upon
the allocation among  qualifying  companies of an annual pool established by the
State of New Jersey.

      Under the terms of a $70 million equity  financing  facility  entered into
between  the  Company  and  Acqua  Wellington,  beginning  in  October  2000 and
extending over a 20 month period, Cytogen may, at its discretion, sell shares of
its common stock to Acqua  Wellington  at a small  discount to the market price.
Such sale price is to be  determined  before each sale  provided  the  Threshold
Price,  as  defined in the  Common  Stock  Purchase  Agreement  executed  by the
parties,  for the Company's common stock is at least $4.00 per share. The equity
financing facility is not subject to any minimum takedown requirements,  nor did
the Company pay any financing fees or other compensation in connection with this
transaction.  Pursuant to this  facility,  in February 2001, the Company sold to
Acqua  Wellington  1,276,557 shares of its common stock at an aggregate price of
$6.5 million or $5.092 per share.


                                       11
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


      The Company's capital and operating requirements may change depending upon
various factors,  including:  (i) whether the Company and its strategic partners
achieve  success  in  manufacturing,  marketing  and  commercialization  of  its
products;  (ii) the amount of  resources  which the Company  devotes to clinical
evaluations and the expansion of marketing and sales capabilities; (iii) results
of clinical trials and research and development activities; and (iv) competitive
and technological  developments,  in particular the Company may expend funds for
development of its proteomics and PSMA technologies.

      The Company's  financial  objectives are to meet its capital and operating
requirements through revenues from existing products and licensing arrangements.
To achieve its  strategic  objectives,  the Company may enter into  research and
development partnerships and acquire, in-license and develop other technologies,
products or services.  Certain of these  strategies may require  payments by the
Company  in  either  cash or stock in  addition  to the  costs  associated  with
developing and marketing a product or technology.  However, the Company believes
that, if successful,  such strategies may increase long-term revenues. There can
be no assurance as to the success of such  strategies  or that  resulting  funds
will  be  sufficient  to meet  cash  requirements  until  product  revenues  are
sufficient  to cover  operating expenses, if ever.  To fund these  strategic and
operating  activities,  the Company may sell equity or debt securities as market
conditions permit or enter into credit facilities.

      The Company has incurred  negative  cash flows from  operations  since its
inception,  and has  expended,  and expects to continue to expend in the future,
substantial  funds  to  implement  its  planned  product  development   efforts,
including acquisition of products and complementary  technologies,  research and
development,  clinical  studies and  regulatory  activities,  and to further its
marketing  and sales  programs.  The Company  expects that its existing  capital
resources  together with the Acqua Wellington  equity line should be adequate to
fund the Company's  operations for the foreseeable future. The Company cannot be
certain that it will not consume a significant amount of its currently available
resources and reasonably  expects that it will have additional  requirements for
debt  or  equity   capital,   irrespective   of  whether  and  when  it  reaches
profitability,  for further product  development costs, product and  technology
acquisition costs, and working capital.

      The Company's  future capital  requirements  and the adequacy of available
funds   will   depend   on   numerous   factors,    including   the   successful
commercialization of its products,  the costs associated with the acquisition of
complementary  products and  technologies,  progress in its product  development
efforts, the magnitude and scope of such efforts, progress with clinical trials,
progress with regulatory affairs  activities,  the cost of filing,  prosecuting,
defending and enforcing  patent claims and other  intellectual  property rights,
competing technological and market developments,  and the expansion of strategic
alliances  for the  sales,  marketing,  manufacturing  and  distribution  of its
products.  To the extent that the  currently  available  funds and  revenues are
insufficient to meet current or planned operating requirements, the Company will
be  required  to obtain  additional  funds  through  equity  or debt  financing,
strategic  alliances  with  corporate  partners  and  others,  or through  other
sources.  Based on the Company's historical ability to raise capital and current
market  conditions,  the  Company  believes  other  financing  alternatives  are
available.  There can be no assurance that the financing  commitments  described
above or other financial  alternatives will be available when needed or at terms


                                       12
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


commercially acceptable to the Company. If adequate funds are not available, the
Company  may be  required  to delay,  further  scale back or  eliminate  certain
aspects of its operations or attempt to obtain funds through  arrangements  with
collaborative  partners or others  that may  require  the Company to  relinquish
rights to certain of its technologies, product candidates, products or potential
markets. If adequate funds are not available, the Company's business,  financial
condition and results of operations will be materially and adversely affected.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

      The Company does not have operations  subject to risks of foreign currency
fluctuations, nor does it use derivative financial instruments in its operations
or  investment  portfolio.  The Company  does not have  exposure to market risks
associated with changes in interest  rates, as it has no variable  interest rate
debt  outstanding.  The  Company  does not  believe  it has any  other  material
exposure to market risks associated with interest rates.


                                       13
<PAGE>
PART II  -  OTHER INFORMATION


Item 5  -        Other Information
------

      On January 24, 2001, the Company announced the appointment of Mr. Kevin G.
Lokay to its Board of Directors.

Item 6  -        Exhibits and Reports on Form 8-K

      (a) Exhibits:
           10.1  First  Amendment  to Lease dated as of March 16, 2001  between
                 826 Newtown Associates, L.P. and AxCell Biosciences Corporation


      (b) Reports on Form 8-K

                  During the three  months  ended  March 31,  2001,  the Company
          filed with the Securities  and Exchange  Commission one report on Form
          8-K. Such Form 8-K dated February 5, 2001,  reported on "Item 5. Other
          Events" that on February 5, 2001,  the Company  completed a first draw
          down  from  its $70  million  equity  financing  facility  with  Acqua
          Wellington North American Equities Fund, Ltd., through the issuance of
          1,276,557 shares of its Common Stock to Acqua Wellington for aggregate
          proceeds of $6,500,000.


                                       14
<PAGE>




                                   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 thereunto duly authorized.


                                 CYTOGEN CORPORATION





Date May 14, 2001                By /s/ H. Joseph Reiser
    -----------------              ---------------------------------------------
                                   H. Joseph Reiser
                                   President and Chief Executive Officer




Date May 14, 2001                By /s/ Lawrence R. Hoffman
    -----------------              ---------------------------------------------
                                   Lawrence R. Hoffman
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



                                       15