SECURITIES AND EXCHANGE COMMISSION                CONFORMED
                             Washington, D.C. 20549                       COPY


                                    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 June 30, 1999
                                                 -------------

                                       OR

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

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

                        Commission file number 333-02015
                                               ---------



                               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 August 10, 1999
----------------------------                    ------------------------------
Common Stock, $.01 par value                                70,275,280

<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>
                                                                             June 30,     December 31,
                                                                               1999           1998
                                                                          ------------    ------------
<S>                                                                        <C>             <C>
ASSETS:
Current Assets:
    Cash and cash equivalents .......................................      $   5,332       $   3,015
    Receivable on common stock sold .................................           --             2,500
    Accounts receivable, net ........................................          2,997           1,362
    Inventories .....................................................            176             250
    Other current assets ............................................            551             330
                                                                           ---------       ---------
       Total current assets .........................................          9,056           7,457
                                                                           ---------       ---------

Property and Equipment:
    Leasehold improvements ..........................................          9,080           9,438
    Equipment and furniture .........................................          4,958           7,350
                                                                           ---------       ---------
                                                                              14,038          16,788

    Less-Accumulated depreciation and amortization ..................        (12,152)        (14,163)
                                                                           ---------       ---------

       Net property and equipment ...................................          1,886           2,625
                                                                           ---------       ---------

Other Assets ........................................................          1,414             818
                                                                           ---------       ---------
                                                                           $  12,356       $  10,900
                                                                           =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
    Current portion of long-term liabilities ........................      $     104       $     848
    Accounts payable and accrued liabilities ........................          4,525           7,386
                                                                           ---------       ---------
         Total current liabilities ..................................          4,629           8,234
                                                                           ---------       ---------

Long-Term Liabilities ...............................................          2,264           2,223
                                                                           ---------       ---------

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,  89,600,000 shares authorized,
       67,175,000 and 61,950,000 shares issued and outstanding
       in 1999 and 1998, respectively ...............................            672             619
    Additional paid-in capital ......................................        306,110         301,836
    Accumulated deficit .............................................       (301,319)       (302,012)
                                                                           ---------       ---------
       Total stockholders' equity ...................................          5,463             443
                                                                           ---------       ---------
                                                                           $  12,356       $  10,900
                                                                           =========       =========

                         The  accompanying  notes are an integral part of these statements.
</TABLE>

                                                           2

<PAGE>


                                     CYTOGEN CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               (All amounts in thousands, except per share data)
                                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                            Three Months            Six Months
                                                                           Ended June 30,         Ended June 30,
                                                                      ---------------------   ---------------------

                                                                          1999       1998        1999        1998
                                                                      ----------  ---------   ---------   ---------
<S>                                                                   <C>         <C>         <C>         <C>
Revenues:
    Product related:
       ProstaScint ................................................   $  1,661    $  1,458    $  3,253    $  2,996
       Quadramet ..................................................       --           220        --           220
       Others .....................................................        157         172         321         468
                                                                      ---------   ---------   ---------   ---------
                 Total product sales ..............................      1,818       1,850       3,574       3,684

       Quadramet royalties ........................................        262          33         461       1,664
                                                                      ---------   ---------   ---------   ---------
                 Total product related ............................      2,080       1,883       4,035       5,348

    License and contract ..........................................      2,370         579       2,739       1,246
                                                                      ---------   ---------   ---------   ---------

                 Total revenues ...................................      4,450       2,462       6,774       6,594
                                                                      ---------   ---------   ---------   ---------

Operating Expenses:
    Cost of product and contract manufacturing revenues ...........      1,170       1,935       2,274       3,835
    Research and development ......................................        981       2,682       2,038       5,763
    Acquisition of technology rights ..............................      1,214        --         1,214        --
    Equity loss in Targon subsidiary ..............................       --          --          --         1,020
    Selling and marketing .........................................      1,082       1,283       2,028       2,334
    General and administrative ....................................        981       1,216       1,892       2,621
                                                                      ---------   ---------   ---------   ---------

                 Total operating expenses .........................      5,428       7,116       9,446      15,573
                                                                      ---------   ---------   ---------   ---------

                 Operating loss ...................................       (978)     (4,654)     (2,672)     (8,979)

Gain on sale of laboratory and
    manufacturing facilities ......................................       --          --         3,298        --
Interest income  ................................................           56         222         151         428
Interest expense ..................................................        (42)       (220)        (84)       (437)
                                                                      ---------   ---------   ---------   ---------

Net income (loss) .................................................       (964)     (4,652)        693      (8,988)
Dividends on series B preferred stock .............................       --           (37)       --          (119)
                                                                      ---------   ---------   ---------   ---------

Net income (loss) to common stockholders ..........................   $   (964)   $ (4,689)        693    $ (9,107)
                                                                      =========   =========   =========   =========

Net income (loss) per common share
    Basic and diluted .............................................   $  (0.01)   $  (0.08)   $   0.01    $  (0.17)
                                                                      =========   =========   =========   =========

Weighted average common shares outstanding
    Basic .........................................................     65,632      55,334      64,884      54,065
                                                                      =========   =========   =========   =========
    Diluted .......................................................     65,632      55,334      65,042      54,065
                                                                      =========   =========   =========   =========

                           The  accompanying  notes are an integral part of these statements.
</TABLE>

                                                                3
<PAGE>

                                     CYTOGEN CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (All amounts in thousands)
                                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Six Months Ended June 30,
                                                                                   -----------------------------------
                                                                                        1999                 1998
                                                                                   -------------        --------------


<S>                                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)..........................................................        $        693         $     (8,988)
                                                                                   ------------         ------------
Adjustments to reconcile net income (loss) to cash
    used for operating activities:
       Acquisition of technology rights....................................               1,214                    -
       Depreciation and amortization ......................................                 519                  677
       Imputed interest ...................................................                  (8)                  81
       Stock option and warrant grants ....................................                 142                   11
       Write down of assets ...............................................                  53                    -
       Gain on sale of laboratory and manufacturing facilities ............              (3,298)                   -
       Equity loss in Targon subsidiary ...................................                   -                1,020
       Changes in assets and liabilities:
           Accounts receivable, net .......................................              (1,627)               2,547
           Inventories ....................................................                  74                  130
           Other assets ...................................................                 (23)                  59
           Accounts payable and accrued liabilities .......................              (3,600)                 124
           Other liabilities ..............................................                  71                   87
                                                                                   ------------         ------------

                          Total adjustments ...............................              (6,483)               4,736
                                                                                   ------------         ------------


         Net cash used for operating activities ...........................              (5,790)              (4,252)
                                                                                   ------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash acquired from Prostagen Inc. (see Note 2).........................                 550                    -
Net proceeds from sale of laboratory and
    manufacturing facilities ..............................................               3,584                    -
Purchases of property and equipment........................................                 (93)                 (92)
                                                                                   ------------         ------------

         Net cash provided by (used for) investing activities..............               4,041                  (92)
                                                                                   ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.....................................               4,840                   26
Payment of long-term liabilities ..........................................                (774)                 (65)
                                                                                   ------------         ------------

         Net cash provided by (used for) financing activities..............               4,066                  (39)
                                                                                   ------------         ------------

Net increase (decrease) in cash and cash equivalents ......................               2,317               (4,383)

Cash and cash equivalents, beginning of period.............................               3,015                7,401
                                                                                   ------------         ------------
Cash and cash equivalents, end of period ..................................        $      5,332         $      3,018
                                                                                   ============         ============

                         The  accompanying  notes are an integral part of these statements.
</TABLE>
                                                              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 a  biopharmaceutical
company engaged in the development,  commercialization and marketing of products
to improve  diagnosis  and  treatment of prostate  disease,  and of products for
unmet needs in the broader  urological and oncology  markets.  Cytogen has three
products on the market including  ProstaScint(R),  a prostate cancer diagnostic,
Quadramet(R), a treatment of bone cancer pain and OncoScint(R), an imaging agent
for colorectal and ovarian cancers. Cytogen also holds the intellectual property
rights to prostate specific  membrane antigen  ("PSMA"),  a unique antigen under
development for immunotherapeutic and other approaches, particularly in the area
of prostate cancer.

Basis of Consolidation

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

Basis of Presentation

      The consolidated financial statements of CYTOGEN Corporation 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 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,  1998.  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.

                                       5

<PAGE>

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


Net Income (Loss) Per Share

      Basic net  income  (loss)  per  common  share is based  upon the  weighted
average  common shares  outstanding  during each period.  Diluted net income per
common share is based upon the weighted  average common shares  outstanding  and
common share  equivalents  which  represent the  incremental  common shares that
would have been  outstanding  under certain employee stock options and warrants,
upon assumed  exercise of dilutive stock options and warrants.  The common stock
equivalents  were excluded from the diluted net loss per share  calculation  for
the three  months  ended June 30,  1999 and 1998 and six  months  ended June 30,
1998, as their effect would be antidilutive.


2.  ACQUISITION OF PROSTAGEN, INC.:

     On June 15, 1999,  CYTOGEN  reacquired the rights for  immunotherapy to its
PSMA technology by acquiring 100% of the outstanding  capital stock of Prostagen
Inc.   ("Prostagen")   for  2,050,000  shares  of  CYTOGEN  common  stock,  plus
transaction  costs.  The acquisition was accounted for using the purchase method
of accounting,  whereby the purchase price was allocated to the assets  acquired
and liabilities  assumed from Prostagen based on their respective fair values at
the  acquisition  date.  The excess of the purchase price over the fair value of
the net tangible assets of  approximately  $1.2 million was assigned to acquired
technology  rights and has been  recorded as a non-cash  charge to operations in
the accompanying  financial statements.  Acquired technology rights reflects the
value of the PSMA technology  development  projects  underway at the time of the
Prostagen acquisition.  The Company may issue up to an additional 450,000 shares
of CYTOGEN common stock upon the satisfactory  termination of lease  obligations
assumed in the Prostagen acquisition.

    The  Company  had   sublicensed   PSMA  to  Prostagen  for  prostate  cancer
immunotherapy  in 1996. In connection  with the  acquisition,  CYTOGEN  acquired
approximately   $550,000   in  cash,   a   minority   ownership   in   Northwest
Biotherapeutics, Inc., which is developing PSMA for cell therapy, and a contract
with Velos, Inc. for marketing a cancer patient software  management program for
hospitals  and health care payors.  In addition,  the Company may issue up to an
additional $4.0 million worth of CYTOGEN common stock (based on the value at the
time of issuance)  if certain  milestones  are achieved in the PSMA  development
program.  In addition the Company may issue up to 500,000 shares upon beneficial
resolution of other contractual arrangements entered by Prostagen.


3. PROGENICS PHARMACEUTICALS, INC. JOINT VENTURE:

         On June 15, 1999,  CYTOGEN  entered into a joint venture with Progenics
Pharmaceuticals,  Inc.  ("Progenics")  to  develop  vaccine  and  antibody-based
immunotherapeutic  products utilizing CYTOGEN's proprietary PSMA technology. The
joint venture will be owned  equally by CYTOGEN and  Progenics.  Progenics  will
fund up to $3 million of development costs of the program. After that point, the


                                       6
<PAGE>

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


Company  and  Progenics  will  equally  share the future  costs of the  program.
CYTOGEN has the exclusive North American  marketing rights on products developed
by the joint venture. In connection with the licensing of the PSMA technology to
the joint venture, CYTOGEN will receive $2 million in payments of which $500,000
was received in June 1999, with the balance to be paid in  installments  through
December 31, 2001. As a result,  CYTOGEN recorded  approximately $1.8 million in
license fee revenue  during the three months  ended June 30, 1999,  based on the
net present value of the future payments (using a discount rate of 10%).


4.  SALE OF LABORATORY AND MANUFACTURING FACILITIES:

         In  January  1999,  the  Company  sold  certain of its  laboratory  and
manufacturing  facilities to Bard BioPharma  L.P., a subsidiary of Purdue Pharma
L.P.  ("Purdue"),  for $3.9 million.  CYTOGEN also signed a three-year agreement
under which two of CYTOGEN's  products,  ProstaScint and OncoScint  CR/OV,  will
continue to be  manufactured by CYTOGEN at its former  facility.  As a result of
the sale,  the Company  recognized a gain of  approximately  $3.3 million in its
consolidated statement of operations during the first quarter of 1999.


5.  SALES OF CYTOGEN COMMON STOCK:

         In January 1999,  the Company sold  2,666,667  shares of CYTOGEN common
stock to a  subsidiary  of The Hillman  Company for an  aggregate  price of $2.0
million or $0.75 per share.  Also in January,  the Company exercised a put right
granted  to  CYTOGEN  under  a  $12.0  million  equity  line  agreement  with an
institutional  investor,  for the sale of 475,342  shares of common  stock at an
aggregate  price of $500,000 or $1.0519 per share.  The Company will not draw on
the remaining $11.5 million of the equity line agreement and plans to take steps
to deregister  shares which were  previously  registered with the Securities and
Exchange Commission ("SEC") to be issued under the facility.

         In August 1999,  the Company sold to the State of Wisconsin  Investment
Board  3,105,590  shares of CYTOGEN  common stock at an aggregate  price of $5.0
million or $1.61 per share.


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


      Background.  To date, the Company's  revenues have resulted primarily from
(i) sales and royalties from  ProstaScint,  Quadramet and OncoScint CR/OV;  (ii)
payments received from contract  manufacturing and research services pursuant to
agreements;  (iii) fees  generated  from the  licensing  of its  technology  and
marketing  rights to its products;  and (iv)  milestone  payments  received when
events stipulated in the  collaborative  agreements with third parties have been
achieved.

      In June 1999,  CYTOGEN reacquired the rights for immunotherapy to its PSMA
technology by acquiring 100% of the outstanding capital stock of Prostagen.  The
Company had sublicensed  PSMA to Prostagen for prostate cancer  immunotherapy in
1996.  In  connection  with  the  acquisition,  CYTOGEN  acquired  approximately
$550,000 in cash, a minority ownership in Northwest Biotherapeutics,  Inc. which
is  developing  PSMA for cell  therapy,  and a contract  with  Velos,  Inc.  for
marketing a cancer patient software  management program for hospitals and health
care payors (see Note 2 to the Consolidated Financial Statements).

      Also in June 1999,  CYTOGEN entered into a joint venture with Progenics to
develop  vaccine  and   antibody-based   immunotherapeutic   products  utilizing
CYTOGEN's  proprietary PSMA technology.  The joint venture will be owned equally
by CYTOGEN and  Progenics.  Progenics  will fund up to $3 million of development
costs of the program.  After that point,  the Company and Progenics will equally
share the future  costs of the program.  CYTOGEN has  exclusive  North  American
marketing  rights on products  developed by the joint venture (see Note 3 to the
Consolidated Financial Statements).

      In August  1999,  the Company  sold to the State of  Wisconsin  Investment
Board  3,105,590  shares of CYTOGEN  common stock at an aggregate  price of $5.0
million or $1.61 per share.

Second quarters ended June 30, 1999 and 1998

      Revenues.  Total revenues for the second quarter of 1999 were $4.5 million
compared to $2.5 million for the same period in 1998 with the increase primarily
attributable to licensing fees. Product related revenues, which included product
sales and  royalties,  accounted for 47% of total  revenues in 1999,  versus 76%
from the same period of 1998.  License and contract  revenues  accounted for the
remainder of revenues.

      Product related revenues for the second quarter in 1999 and 1998 were $2.1
million and $1.9 million, respectively. ProstaScint accounted for 80% and 77% of
product related  revenues in the second quarter of 1999 and 1998,  respectively,
while revenues from Quadramet  accounted for 13% of product related revenues for
both  comparable  quarters  in 1999 and  1998.  Sales of  ProstaScint  were $1.7
million in the second  quarter of 1999  compared  to $1.5  million in the second
quarter of 1998. ProstaScint sales have experienced growth since product launch,
however, there can be no assurance that such growth will continue. Revenues from
Quadramet  increased to $262,000 in the second  quarter of 1999 from $253,000 in
the second quarter of 1998. From the time of product launch in 1997 through June
1998,   CYTOGEN  recorded  royalty  revenues  for  Quadramet  based  on  minimum
contractual payments,  which were in excess of actual sales.  Subsequent to June


                                       8
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


1998, the minimum royalty  arrangement  was  discontinued  and CYTOGEN  recorded
product  revenues from Quadramet  based on actual sales.  Beginning in 1999, the
Quadramet  royalties are based on net sales of Quadramet by Berlex  Laboratories
("Berlex"), CYTOGEN's new marketing partner for Quadramet. Berlex relaunched the
product in March 1999.  Although CYTOGEN believes that Berlex is an advantageous
marketing partner, and that the product offers clinical advantages, there can be
no  assurance  that  Quadramet  will,  following  the  re-launch of the product,
achieve  market  acceptance  on a timely  basis or  sufficiently  to  result  in
significant revenues for CYTOGEN.

     Other  product sales  included  revenues  from  OncoScint  CR/OV which were
$158,000 in 1999  compared to $169,000  in the  comparable  period of 1998.  The
Company sells OncoScint for diagnostic use in ovarian and colorectal cancer. The
Company is  experiencing  competition in the colorectal  market and expects this
competition to increase.

      License and contract revenues for the second quarter in 1999 and 1998 were
$2.4 million and $579,000,  respectively,  and included $212,000 and $427,000 of
contract manufacturing revenues in 1999 and 1998,  respectively.  The Company is
phasing  out  contract   manufacturing   services,   due  to  the  sale  of  the
manufacturing  facility  earlier  this year,  and  expects to receive no further
revenues  from  this  service   after  1999.   The  1999  license  fee  included
approximately  $1.8  million of revenues  from the  licensing of PSMA to a joint
venture between CYTOGEN and Progenics (see Note 3 to the Consolidated  Financial
Statements).  License and contract research revenues have fluctuated in the past
and may fluctuate in the future.

      Operating  Expenses.  Total  operating  expenses for the second quarter of
1999 were $5.4  million and  included a non-cash  charge of  approximately  $1.2
million related to the acquisition of technology rights from Prostagen (see Note
2 to the Consolidated  Financial  Statements).  Total operating expenses for the
second  quarter  of 1998 were $7.1  million.  The  decrease  from the prior year
period was a result of savings  realized from various  actions taken in 1999 and
1998, including the sale of the manufacturing facility which reduced the cost of
manufacturing the Company's  products,  closure of the Cellcor Inc.  ("Cellcor")
subsidiary  in September  1998,  corporate  downsizing,  and the  curtailing  of
certain basic  research and clinical  programs.  The savings over the prior year
period  included  $765,000  from  cost of  product  and  contract  manufacturing
revenues,  $1.1 million from the Cellcor closure,  $641,000 from the termination
and  curtailing of certain basic  research and clinical  programs,  and $206,000
from cost containment efforts in general and administrative services.

      Cost of product and contract manufacturing revenues for the second quarter
of 1999 were $1.2 million  compared to $1.9 million  recorded in the same period
of the prior year.  The decrease  from the prior year period is due to decreased
contract  manufacturing  costs associated with decreased contract  manufacturing
activities in 1999 and lower manufacturing  costs for CYTOGEN products.  Under a
January 1999 agreement with Purdue,  employees  involved in  manufacturing  will
remain  CYTOGEN  employees,  but Purdue will absorb their labor costs except for
time spent on manufacturing  CYTOGEN  products.  The majority of maintenance and
facility  related costs are absorbed by Purdue.  Under that  agreement,  CYTOGEN
manufacturing employees may be hired by Purdue.

                                       9
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


      Research  and  development  expenses  for the second  quarter of 1999 were
$981,000  compared to $2.7  million  recorded  in the same  period of 1998.  The
decrease  from the prior year period is due to the  curtailing of certain of the
Company's  product  development  efforts  including the closure of Cellcor,  the
termination  of certain  basic  research  programs and the scale back of various
clinical programs.

      Acquisition  of  technology  rights of $1.2 million  represents a non-cash
charge related to the  acquisition of Prostagen (see Note 2 to the  Consolidated
Financial Statements).

      Selling and marketing expenses were $1.1 million for the second quarter of
1999 compared to $1.3 million in the same period of 1998. These expenses reflect
the  marketing  efforts for  ProstaScint  product and expenses to establish  and
maintain  PIE(TM)  ("Partners in Excellence")  program,  a network of accredited
nuclear  medicine  imaging centers ("PIE Site") that are certified as proficient
in the interpreting of the ProstScint scans. As of July 28, 1999, there were 278
PIE Sites. The decrease in expenditures over the prior year period is due to the
timing of certain marketing programs.

      General and  administrative  expenses for the second  quarter of 1999 were
$981,000  compared  to $1.2  million  for the  comparable  period  in 1998.  The
decrease  from  the  prior  year  is due to  various  cost  containment  efforts
implemented  in 1999  and  1998  including  closure  of  Cellcor  and  corporate
downsizing.

      Interest  Income/Expense.  Interest  income for the second quarter of 1999
was $56,000  compared to  $222,000 in the same period of 1998.  Interest  income
during 1998 included interest realized from a $10.0 million note due from Targon
Corporation  ("Targon"),  which  was  canceled  as a  result  of the sale of the
Company's interest in Targon during 1998 to Elan Corporation, plc ("Elan").

      Interest  expense for the second  quarter of 1999 was $42,000  compared to
$220,000  recorded  in the same  period of 1998.  Interest  expense  during 1998
included  interest  associated with a $10.0 million note due to Elan,  which was
canceled as a result of the sale of the Company's interest in Targon.

      Net Loss. Net loss to common  stockholders  for the second quarter in 1999
was $964,000  compared to a net loss of $4.7 million incurred in the same period
of 1998. The net loss per common share was $0.01 on 65.6 million  average common
shares  outstanding  compared to a loss of $0.08 on 55.3 million  average common
shares outstanding for the same period in 1998.

                                       10
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


Six months ended June 30, 1999 and 1998

      Revenues.  Total  revenues  for the first  half of 1999 and 1998 were $6.8
million and $6.6 million, respectively. Product related revenues, which included
product sales and royalties,  accounted for 60% of total revenues in 1999 versus
81% in the comparable period of 1998.  License and contract  revenues  accounted
for the remainder of revenues.

      Product  related  revenues  for the first  half of 1999 and 1998 were $4.0
million and $5.3 million, respectively. ProstaScint accounted for 81% and 56% of
product related revenues in the first half of 1999 and 1998, respectively, while
revenues from Quadramet  accounted for 11% and 35% of product  related  revenues
for the first half of 1999 and 1998,  respectively.  Sales of  ProstaScint  were
$3.3 million in 1999 compared to $3.0 million in 1998.  Revenues from  Quadramet
decreased  to $461,000  in the first half of 1999 from $1.9  million in the same
period of 1998.  From the time of  product  launch in 1997  through  June  1998,
CYTOGEN  recorded  royalty  revenues for Quadramet based on minimum  contractual
payments,  which were in excess of actual sales.  Subsequent  to June 1998,  the
minimum  royalty  arrangement  was  discontinued  and CYTOGEN  recorded  product
revenues from Quadramet based on actual sales.  Beginning in 1999, the Quadramet
royalties are based on net sales of Quadramet by Berlex.

      Other  product  sales,  including  revenues  from  OncoScint  CR/OV,  were
$321,000 in 1999  compared to $468,000  in the  comparable  period of 1998.  The
decrease  from the prior year is due,  in part,  to the  discontinuation  of the
autolymphocyte  therapy  treatment  program resulted from the closure of Cellcor
subsidiary.  Revenues from OncoScint CR/OV were $321,000 in 1999 versus $431,000
in the same  period of 1998.  The  decrease in  OncoScint  sales was a result of
customers  delaying  orders  pending a new production run with an extended shelf
life. The Company is also experiencing  increasing competition in the colorectal
market.

      License  and  contract  revenues  for the first half of 1999 and 1998 were
$2.7 million and $1.2 million,  respectively, and included $501,000 and $912,000
of contract manufacturing revenues in 1999 and 1998,  respectively.  The Company
is phasing out contract manufacturing services and expects to receive no further
revenues  from this  service  after 1999.  The 1999  license fee  included  $1.8
million of  revenue  from the  licensing  of PSMA to a joint  venture  formed by
CYTOGEN and Progenics (see Note 3 to the Consolidated Financial Statements).

      Operating  Expenses.  Total operating  expenses for the first half of 1999
were $9.4 million and included a non-cash  charge of $1.2 million related to the
acquisition of technology  rights from Prostagen.  Total operating  expenses for
the comparable  period in 1998 were $15.6  million.  The decrease from the prior
year period was a result of savings  realized from various actions taken in 1999
and 1998,  including the sale of the  manufacturing  facility  which reduced the
cost of manufacturing the Company's products, closure of the Cellcor subsidiary,
corporate  downsizing,  the termination of product  development  efforts through
Targon,  and the  termination  and  curtailing  of certain  basic  research  and
clinical programs.  The savings over the prior year period included $1.6 million
from cost of product and contract manufacturing  revenues, $2.3 million from the
Cellcor closure,  $1.0 million due to the sale of Targon,  $1.6 million from the
termination and curtailment of certain basic research and clinical programs, and
$632,000 from cost containment efforts in general and administrative services.

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


      Cost of product and contract  manufacturing revenues for the first half of
1999 were $2.3 million  compared to $3.8 million  recorded in the same period of
the prior year.  The  decrease  from the prior year  period is due to  decreased
contract  manufacturing  costs associated with decreased contract  manufacturing
activities in 1999 and lower manufacturing costs for CYTOGEN products.

      Research  and  development  expenses  for the first half of 1999 were $2.0
million  compared  to $5.8  million  recorded  in the same  period of 1998.  The
decrease  from the prior year period is due to the  curtailing of certain of the
Company's  product  development  efforts  including the closure of Cellcor,  the
termination  of basic research  programs and the scale back of various  clinical
programs.

      Acquisition  of  technology  rights of $1.2 million  represents a non-cash
charge related to the  acquisition of Prostagen (see Note 2 to the  Consolidated
Financial Statements).

     Equity loss in Targon  subsidiary was $1.0 million during 1998. The Company
sold its interest in Targon in 1998.

      Selling and  marketing  expenses  were $2.0  million for the first half of
1999 compared to $2.3 million in the same period of 1998. These expenses reflect
the  marketing  efforts for  ProstaScint  product and expenses to establish  and
maintain PIE program. The decrease in expenditures over the prior year period is
due to the timing of certain marketing programs.

      General and  administrative  expenses for the first half of 1999 were $1.9
million compared to $2.6 million for the comparable period in 1998. The decrease
from the prior year is due to various cost  containment  efforts  implemented in
1999 and 1998, including the closure of Cellcor and corporate downsizing.

      Gain on sale of  laboratory  and  manufacturing  facilities.  The  Company
recorded a gain of $3.3 million  during 1999 resulting from a sale of certain of
the Company's laboratory and manufacturing facilities to Purdue for $3.9 million
in January 1999.

      Interest  Income/Expense.  Interest  income for the first half of 1999 was
$151,000 compared to $428,000 in the same period of 1998. Interest income during
1998 included interest realized from a $10.0 million note due from Targon, which
was canceled as a result of the sale of the Company's interest in Targon.

      Interest  expense  for the  first  half of 1999 was  $84,000  compared  to
$437,000  recorded  in the same  period of 1998.  Interest  expense  during 1998
included  interest  associated with a $10.0 million note due to Elan,  which was
canceled as a result of the sale of the Company's interest in Targon.

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


      Net Income (Loss). Net income to common stockholders for the first half of
1999 was $693,000  compared to a net loss of $9.1  million  incurred in the same
period of 1998.  The basic  earnings per common share were $0.01 on 64.9 million
average  common shares  outstanding  compared to a loss of $0.17 on 54.1 million
average common shares  outstanding for the same period in 1998. The 1999 diluted
earnings  per common  share were $0.01 on 65.0  million  average  common  shares
outstanding  compared  to a  diluted  loss per  share  of $0.17 on 54.1  million
average common shares outstanding in the same period of 1998.

Liquidity and Capital Resources

      The Company's cash and cash  equivalents  were $5.3 million as of June 30,
1999,  compared  to $3.0  million as of  December  31,  1998.  The cash used for
operating  activities  for the six months  ended June 30, 1999 was $5.8  million
versus  $4.3  million  in the same  period  of  1998.  Cash  used for  operating
activities  during 1999  included a final  payment of $1.0 million to The Dupont
Pharmaceuticals  Company ("Dupont") for Quadramet  manufacturing  commitment and
payments of various 1998 restructuring costs including  severances.  During 1998
the Company  received $3.8 million of guaranteed  minimum royalty  payments from
DuPont pursuant to a previous marketing arrangement which ended in June 1998.

      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 contract manufacturing and
research services, fees paid under its license agreements and interest earned on
its cash and short term investments.

      In August  1999,  the Company  sold to the State of  Wisconsin  Investment
Board  3,105,590  shares of CYTOGEN  common stock at an aggregate  price of $5.0
million or $1.61 per share.

      In connection  with the acquisition of Prostagen in June 1999, the Company
received  $550,000 in cash along with other assets held by Prostagen (see Note 2
to the Consolidated  Financial  Statements).  Also in June, CYTOGEN received its
first payment of $500,000 related to the licensing of PSMA technology to a joint
venture  between  CYTOGEN and Progenics.  The remaining  balance of $1.5 million
will be paid in  installments  through  December  31,  2001  (see  Note 3 to the
Consolidated Financial Statements).

      In  January  1999,  the  Company  sold its  manufacturing  and  laboratory
facilities for $3.9 million, of which $744,000 of the proceeds was used to repay
the outstanding balance of a term loan entered in 1998.

      In January  1999,  CYTOGEN sold  2,666,667  shares to a subsidiary  of The
Hillman Company at $0.75 per share for a total of $2.0 million.  The shares were
sold under a registration statement.


                                       13
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


      In October 1998, the Company  entered into an agreement  with  Kingsbridge
Capital  Ltd.  ("Kingsbridge")  for a $12  million  common  stock  equity  line.
Pursuant to the Equity Line Agreement,  the Company, subject to the satisfaction
of certain  conditions  was granted the right to issue and sell to  Kingsbridge,
and  Kingsbridge  would be  obligated  to  purchase up to $12 million of CYTOGEN
common stock from time to time (collectively,  the "Put Rights") over a two year
period.  In January  1999,  the  Company  exercised  a Put Right for the sale of
475,342 shares of common stock at an aggregate  price of $500,000 or $1.0519 per
share.  The Company will not draw on the  remaining  $11.5 million of the equity
line  agreement  and  plans  to take  steps  to  deregister  shares  which  were
previously registered with the SEC to be issued under the facility.

      Quadramet.  Under an  exclusive  license  agreement  in October  1998 with
Berlex  for the  manufacture  and sale of  Quadramet,  Berlex  will pay  CYTOGEN
royalties  on net sales of  Quadramet,  as well as milestone  payments  based on
achievement of certain sales levels.  In connection  with the Berlex  agreement,
CYTOGEN granted Berlex a warrant to purchase  1,000,000 shares of CYTOGEN common
stock at an exercise  price of $1.002 per share through  October 2003,  which is
exercisable  after the earlier of one year or the  achievement  of defined sales
levels.

      CYTOGEN  paid  DuPont $1  million  in the first  quarter  of 1999 as final
payment  for  the  securing  of  the  long-term  manufacturing   commitment  for
Quadramet.

       ProstaScint.  ProstaScint was launched in February 1997. Significant cash
will be required to support the  Company's  marketing  program and expansion and
maintenance of the PIE program.

      In 1996,  CYTOGEN  entered into an agreement  with C.R Bard Inc.  ("Bard")
(the "Co-Promotion  Agreement") to market and promote  ProstaScint,  pursuant to
which Bard will make payments upon the occurrence of certain  milestones,  which
include expansion of co-marketing  rights in selected countries outside the U.S.
During   the   term  of  the   Co-Promotion   Agreement,   Bard   will   receive
performance-based  compensation  for its services.  In the six months ended June
30, 1999 and 1998, the Company recorded $325,000 and $300,000, respectively, for
Bard commissions.

      The Company's capital and operating requirements may change depending upon
various  factors,  including:  (i) the success of the Company and its  strategic
partners  in  manufacturing,   marketing  and  commercialization  of  its  other
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.

      The Company's  financial  objectives are to meet its capital and operating
requirements  through  revenues  from  existing  products,  license and research
contracts,  and control of spending.  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

                                       14
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations Cont'd)


technology.  The Company  currently  has no  commitments  or specific  plans for
acquisitions  or strategic  alliances.  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. To fund these strategic and operating activities,  the
Company may sell equity and debt securities as market conditions permit or enter
into credit facilities.

      New  Jersey  has  enacted   legislation   permitting  certain  New  Jersey
Corporations  to sell net  operating  tax losses and  research  and  development
credits. The state developed procedures to implement the program through changes
to the  legislation.  The  Company has  submitted  an  application  to sell $9.2
million of tax benefits.  However, no assurance can be given as to timing of the
approval of the Company to sell the  benefits,  the amount the  approval  may be
for, or the period over which the benefit may be realized.

      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 complete 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. The Company expects that its existing capital  resources as
of June  30,  1999,  together  with the $5.0  million  receipt  from the sale of
CYTOGEN common stock to the State of Wisconsin  Investment  Board in August 1999
and decreased operating costs will be adequate to fund the Company's  operations
through  the year 2000.  No  assurance  can be given that the  Company  will not
consume a  significant  amount of its available  resources  before that time. In
addition, the Company expects that it will have additional requirements for debt
or equity capital,  irrespective  of whether and when it reaches  profitability,
for further development of products,  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
commercially  acceptable  to the Company or that the Company would have adequate
authorized unissued shares available for issuance without stockholder  approval.

                                       15
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


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.

Year 2000 Compliance

      The "Year 2000  problem"  describes  the  concern  that  certain  computer
applications,  which use two digits  rather than four to represent  dates,  will
interpret the year 2000 as 1900 and malfunction on January 1, 2000.

      CYTOGEN's  Internal  Systems.  The  efficient  operation of the  Company's
business is dependent in part on its computer  software  programs and  operating
systems  (collectively,  Programs and Systems).  These  Programs and Systems are
used in  several  key  areas  of the  Company's  business,  including  clinical,
purchasing,  inventory management,  sales, shipping, and financial reporting, as
well as in various  administrative  functions.  The  Company has  completed  its
evaluation  of the  Program  and Systems to  identify  any  potential  year 2000
compliance  problem.  As a result,  the  Company's  Programs  and  Systems  were
modified and replaced with fully compliant systems. The Company believes that it
has achieved year 2000 compliance on internal systems.

      Readiness  of  Third  Parties.  The  Company  is  also  working  with  its
processing banks,  network providers and manufacturing  partners to ensure their
systems  are  year  2000  compliant.  All  these  costs  will  be  borne  by the
processors, network and software companies and manufacturing partners. In July a
letter was sent to all vendors requesting a written statement  indicating status
of their  compliance  be received on or before August 23, 1999.  Most  responses
have been received.  Currently, the Company's processing banks and manufacturing
partners are in the process of completing  their year 2000 compliance  programs.
If the  manufacturing  partners  systems  fail on January 1, 2000 the  Company's
revenues  may be  adversely  impacted.  In the  event  that  some  or all of the
processing  banks are unable to be compliant,  the Company will switch  merchant
year 2000 accounts to those that are compliant.

      Risks  Associated  with the Year 2000.  The Company is not aware,  at this
time, of any Year 2000  non-compliance  that will not be fixed by the Year 2000.
However,  some risks that the  Company  faces  include:  the failure of internal
information  systems,  defects  in its  work  environment,  a slow  down  in its
customers' ability to make payments, and the availability of products for sale.

      Contingency Plans. The Company is in the process of developing contingency
plans to  address a worst  case year 2000  scenario.  This  contingency  plan is
expected to be completed by August 31, 1999.


                                       16
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


                          =============================
                              Cautionary Statement

         The foregoing  discussion  contains  historical  information as well as
forward looking statements that involve a number of risks and uncertainties.  In
addition to the risks  discussed  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 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
profitability  of its  products;  (ix) the ability to attract,  and the ultimate
success of, strategic partnering arrangements,  collaborations,  and acquisition
candidates;  (x) 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;  (xi) the success of the
Company's  marketing partners in obtaining  marketing approvals in Canada and in
European  countries,  in achieving  milestones  and achieving  sales of products
resulting  in  royalties;  and (xii) the  ability to protect  and  practice  the
Company's intellectual property, including patents and know-how.


                                       17
<PAGE>

PART II  -  OTHER INFORMATION

Item 2    -       Sale of Uregistered Securities
-------
          In June 1999,  the  Company  issued  2,050,000  shares of CYTOGEN
          common stock and may issue  additional  shares in connection  with the
          acquisition  of Prostagen  (see Note 2 to the  Consolidated  Financial
          Statements). The shares were issued pursuant to Regulation D under the
          Securities Act of 1933, as amended (the "Act").  Each purchaser of the
          securities  issued  represented,  and is to the best of the  Company's
          knowledge, an accredited investor within the meaning of Rule 501 under
          the Act,  except for one purchaser,  who  represented,  and has to the
          best of the Company's  knowledge,  such  knowledge  and  experience in
          financial and business  matters that he is capable of  evaluating  the
          merits and risks of the  transaction.  The offering met the conditions
          within Regulation D.


Item 4    -       Submission of Matters to the Vote of Security Holders
------

          On June 16, 1999, the Company held its annual meeting of  stockholders
          to elect  directors;  to  consider  and vote on  approval  of the 1999
          CYTOGEN  Corporation  Non-Employee  Director  Stock Option  Plan;  and
          transact such other business as might be brought before the meeting.

          The  following  tables set forth  information  regarding the number of
          votes cast for, against or withheld, abstentions and broker non-votes,
          with respect to each matter presented at the meeting.  Under the rules
          of the Nasdaq Stock Market, brokers who hold shares in street name for
          customers who are beneficial  owners of those shares may be prohibited
          from giving a proxy to vote shares held for such  customers on certain
          matters  without  specific  instructions  from such customers  (broker
          non-votes).  Under Delaware law,  abstentions and broker non-votes are
          counted  as  shares   represented  at  the  meeting  for  purposes  of
          determining  the  presence  or absence  of a quorum at a  stockholders
          meeting.  The  election of  directors is decided by a plurality of the
          votes cast.  Therefore,  votes that are withheld have no effect on the
          outcome of the vote.  Adoption of the remaining  proposal required the
          affirmative  vote  of a  majority  of  shares  cast  at  the  meeting.
          Therefore,  abstentions  and  broker  non-votes  have no effect on the
          vote.

          (i)  Election of Directors:


                                               Against or               Broker
           Nominee                     For      Withheld  Abstentions Non-Votes
           -------                     ---     ---------- ----------- ---------
           John E. Bagalay Jr.     58,992,054   2,900,618      N/A        N/A
           Ronald J. Brenner       59,817,856   2,074,816      N/A        N/A
           Stephen K. Carter       60,206,825   1,685,847      N/A        N/A
           James A. Grigsby        60,047,983   1,844,689      N/A        N/A
           Robert F. Hendrickson   60,088,768   1,803,904      N/A        N/A
           H. Joseph Reiser        60,625,214   1,267,458      N/A        N/A



                                       18
<PAGE>

          (ii) Adopt the 1999 CYTOGEN Corporation  Non-Employee Director Stock
               Option Plan.

                                               Against or               Broker
                                       For      Withheld  Abstentions Non-Votes
                                       ---     ---------- ----------- ---------
                                   52,807,968   8,534,894   549,810       N/A

           (iii) No other business was transacted at the meeting.


Item 6  -        Exhibits and Reports on Form 8-K
-------
      (a) Exhibits:

           3.1    By-Laws of CYTOGEN Corporation, as amended.  Filed herewith.

           10.1   The 1999 CYTOGEN Corporation Non-Employee Directors Stock
                  Option Plan.  Filed herewith.*

           27     Financial Data Schedule (Submitted to SEC only in electronic
                  format).



           * Compensatory Plan





                                       19
<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 August  13, 1999                        By /s/ Jane M. Maida
     -------------------                        ----------------------------
                                                Jane M. Maida
                                                Chief Accounting Officer
                                                 (Authorized Accounting Officer)




                                       20