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 September 30, 2000
                                             ------------------

                                       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 November 1, 2000
----------------------------                     -------------------------------
Common Stock, $.01 par value                                 76,084,756


<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>

                                                                          September 30,  December 31,
                                                                               2000          1999
                                                                          -------------  ------------
<S>                                                                        <C>           <C>
ASSETS:
Current Assets:
   Cash and cash equivalents ..........................................    $  14,178     $  10,801
   Short-term investments .............................................           --         1,593
   Accounts receivable, net ...........................................        2,385         2,150
   Inventories ........................................................          631           685
   Other current assets ...............................................          410           465
                                                                           ---------     ---------

      Total current assets ............................................       17,604        15,694

Property and Equipment, net ...........................................        2,032         1,997

Other Assets ..........................................................        1,060           914
                                                                           ---------     ---------

                                                                           $  20,696     $  18,605
                                                                           =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
   Current portion of long-term liabilities ...........................    $     161     $     162
   Accounts payable and accrued liabilities ...........................        4,851         5,478
                                                                           ---------     ---------

      Total current liabilities .......................................        5,012         5,640
                                                                           ---------     ---------

Long-Term Liabilities .................................................        2,441         2,416
                                                                           ---------     ---------

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,
     75,588,000 and 70,527,000 shares issued and outstanding
     in 2000 and 1999, respectively ...................................          756           705
  Additional paid-in capital ..........................................      335,971       311,209
  Deferred compensation ...............................................         (990)          (82)
  Accumulated deficit .................................................     (322,494)     (301,283)
                                                                            ---------     ---------

    Total stockholders' equity ........................................       13,243        10,549
                                                                            ---------     ---------

                                                                           $  20,696     $  18,605
                                                                           ==========    ==========
</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               Nine Months
                                                                       Ended September 30,       Ended September 30,
                                                                     ---------------------     ---------------------
                                                                        2000        1999          2000        1999
                                                                     ---------   ---------     ---------   ---------
<S>                                                                  <C>         <C>           <C>         <C>
Revenues:
    Product related:
       ProstaScint ...............................................   $  1,849    $  1,646      $  5,036    $  4,899
       OncoScint .................................................        130         188           437         509
                                                                     --------    --------      --------    --------

                 Total product sales .............................      1,979       1,834         5,473       5,408

       Quadramet royalties .......................................        523         245         1,529         706
                                                                     --------    --------      --------    --------
                 Total product related ...........................      2,502       2,079         7,002       6,114

    License and contract .........................................         17         267           165       3,006
                                                                     --------    --------      --------    --------

                 Total revenues ..................................      2,519       2,346         7,167       9,120
                                                                     --------    --------      --------    --------

Operating Expenses:
    Cost of product and
        contract manufacturing revenues ..........................      1,136         955         3,047       3,229
    Research and development .....................................      2,005         708         5,037       2,746
    Acquisition of marketing and technology rights ...............     13,241          --        13,241       1,214
    Selling and marketing ........................................      1,242       1,094         3,695       3,122
    General and administrative ...................................      1,716         892         3,770       2,784
                                                                     --------    --------      --------    --------

                 Total operating expenses ........................     19,340       3,649        28,790      13,095
                                                                     --------    --------      --------    --------

                 Operating loss ..................................    (16,821)     (1,303)      (21,623)     (3,975)

Gain on sale of laboratory and
    manufacturing facilities .....................................         --          --            --       3,298
Interest income  .................................................        182         131           545         282
Interest expense .................................................        (24)        (60)         (133)       (144)
                                                                     --------    --------      --------    --------

Net loss .........................................................   $(16,663)   $ (1,232)     $(21,211)   $   (539)
                                                                     ========    ========      ========    ========

Basic and diluted net loss
    per share ....................................................   $  (0.23)   $  (0.02)     $  (0.29)   $  (0.01)
                                                                     ========    ========      ========    ========

Basic and diluted weighted average
    common shares outstanding ....................................     73,632      68,757        72,660      66,204
                                                                     ========    ========      ========    ========

</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>

                                                                       Nine Months Ended September 30,
                                                                       -------------------------------
                                                                            2000              1999
                                                                         ---------         ---------
<S>                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................................    $ (21,211)        $    (539)
                                                                         ---------         ---------
Adjustments to reconcile net loss to cash used in
    operating activities:
      Depreciation and amortization .................................          679               786
      Imputed interest ..............................................          (66)              (33)
      Stock option and warrant grants ...............................          129               122
      Stock based compensation ......................................          154                --
      Acquisition of marketing and technology rights ................       13,079             1,214
      Write down of assets ..........................................           --                79
      Gain on sale of laboratory and manufacturing facilities .......           --            (3,298)
      Gain on sale of equipment .....................................         (148)               --
      Changes in assets and liabilites:
        Accounts receivable, net ....................................         (169)           (1,421)
        Inventories .................................................           54                45
        Other assets ................................................          (91)             (151)
        Accounts payable and accrued liabilities ....................         (495)           (3,660)
        Other liabilities ...........................................          117                71
                                                                         ---------         ---------

                Total adjustments ...................................       13,243            (6,246)
                                                                         ---------         ---------

      Net cash used in operating activities .........................       (7,968)           (6,785)
                                                                         ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash acquired from Prostagen, Inc. ..............................           --               550
Net proceeds from sale of equipment .................................          148                --
Net proceeds from sale of laboratory and manufacturing facilities ...           --             3,584
Redemption (purchases) of short-term investments ....................        1,593            (2,361)
Purchases of property and equipment .................................         (751)             (139)
                                                                         ---------         ---------

      Net cash provided by investing activities .....................          990             1,634
                                                                         ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ..............................       10,411             9,578
Payment of long-term liabilities ....................................          (56)             (782)
                                                                         ---------         ---------

      Net cash provided by financing activities .....................       10,355             8,796
                                                                         ---------         ---------

Net increase in cash and cash equivalents ...........................        3,377             3,645

Cash and cash equivalents, beginning of period ......................       10,801             3,015
                                                                         ---------         ---------

Cash and cash equivalents, end of period ............................    $  14,178         $   6,660
                                                                         =========         =========
</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" which includes the Company
and its  subsidiaries)  is an  established  biopharmaceutical  company  with two
principal lines of business,  proteomics and oncology.  The Company is extending
its expertise in antibodies and molecular  recognition to the development of new
products  and a  proteomics-driven  drug  discovery  platform.  The  Company has
established a pipeline of product candidates based upon its proprietary antibody
and prostate specific membrane antigen, or PSMA, technologies. The Company, with
Progenics  Pharmaceuticals,  Inc.  ("Progenics")  has  formed  a  joint  venture
focusing  on the  development  of cancer in vivo  immunotherapies  based on PSMA
technology.  Cytogen's cancer  management  franchise  currently  comprises three
marketed  FDA-approved  products:  ProstaScint(R),  used to image the extent and
spread of prostate cancer;  OncoScint  CR/OV(R),  a diagnostic imaging agent for
colorectal   and  ovarian   cancer;   and   Quadramet(R),   for  the  relief  of
cancer-related   bone  pain.  The  Company's   subsidiary,   AxCell  Biosciences
Corporation ("AxCell"),  is developing a proprietary protein pathway database as
a drug discovery and development tool for the  pharmaceutical  and biotechnology
industries.


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 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,  1999.  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.


                                       5
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


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:

                                       September 30,      December 31,
                                           2000               1999
                                      --------------      ------------

       Raw materials.................     $400,000          $529,000
       Work-in process...............        9,000            28,000
       Finished goods................      222,000           128,000
                                          --------          --------
                                          $631,000          $685,000
                                          ========          ========


2.  SALES OF CYTOGEN COMMON STOCK:

         During the nine months ended  September 30, 2000,  the Company sold 1.0
million  shares of Cytogen  common stock to Berlex  Laboratories  ("Berlex") for
$1.0 million or $1.00 per share upon an exercise of a warrant, and approximately
1.7 million additional shares of Cytogen common stock for total proceeds of $3.5
million at an average  price of $2.12 per share upon the  exercises  of employee
stock options and other warrants.

         In September 2000, the Company sold to Acqua Wellington North  American
Equities Fund, Ltd. ("Acqua  Wellington")  902,601  registered shares of Cytogen
common  stock at an  aggregate  price of $6.0  million or $6.647  per share.  In
October 2000, the Company entered into an equity  financing  facility with Acqua
Wellington for up to $70 million.  Pursuant to this  facility,  over the next 20
months,  Cytogen may, at its discretion,  sell  additional  shares of its common
stock  to  Acqua  Wellington  at a small  discount  to the  market  price  to be
determined  before  each sale.  The  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.


                                       6
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)



3.  RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS:

     In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial  Statements" (SAB
101).  The bulletin  draws on existing  accounting  rules and provides  specific
guidance  on how those  accounting  rules  should be applied,  and  specifically
addresses revenue  recognition for non-refundable  technology access fees in the
biotechnology industry. The Company will adopt SAB 101 during the fourth quarter
of 2000 resulting in a cumulative  effect  adjustment.  The Company will defer a
portion of the upfront licensing fees from Berlex Laboratories,  Inc. related to
the  licensing of  Quadramet  recognized  in October  1998 and the  licensing of
certain  applications of PSMA to a joint venture formed by Cytogen and Progenics
recognized  in June 1999 which  will be  recorded  as  deferred  revenue  with a
corresponding one-time, non-cash expense.


4.  DSM  BIOLOGICS COMPANY B.V.:

     In July 2000,  the Company  entered into a  Development  and  Manufacturing
Agreement with DSM Biologics  Company B.V.  ("DSM"),  pursuant to which DSM will
conduct certain  development  activities with respect to ProstaScint,  including
the  delivery  of a limited  number of batches of  ProstaScint  for  testing and
evaluation  purposes.  Under the terms of such  agreement,  and  subject  to the
satisfactory   performance  thereof  by  DSM  and  the  achievement  of  certain
regulatory  approvals  for the  manufacturing  of  ProstaScint,  the parties are
obligated   to   negotiate   in  good  faith  a  long  term  supply   agreement.
Notwithstanding  the parties'  obligations  to perform under the agreement or to
negotiate a supply  agreement in good faith,  the Company cannot be certain that
DSM will satisfactorily  perform its obligations  thereunder or that the parties
will be able to negotiate a supply agreement on commercially satisfactory terms,
if at all. Alternatively,  the Company has the option, but not the obligation to
enter into certain licensing arrangements with DSM on terms and conditions to be
agreed upon by the parties.


5.  ADVANCED MAGNETICS, INC.:

     In August  2000,  the  Company  and  Advanced  Magnetics,  Inc.  ("Advanced
Magnetics"), a developer of novel diagnostic pharmaceuticals for use in magnetic
resonance imaging (MRI),  mutually terminated an agreement,  under which Cytogen
was to acquire  Advanced  Magnetics.  Instead,  the two  companies  entered into
marketing,  license  and supply  agreements  ("AVM  Agreements").  Under the AVM
Agreements,  Cytogen  acquired  certain  rights to Advanced  Magnetics'  product
candidates:  Combidex(R),  a magnetic  resonance  imaging contrast agent for the
detection  of lymph node  metastases  and imaging  agent Code 7228 for  oncology
applications.  Advanced  Magnetics will be responsible for all costs  associated
with the clinical development,  supply and manufacture of Combidex and Code 7228
and will receive  royalties based upon product sales.  There can be no assurance
that  Advanced  Magnetics  will  receive  approval  from the U.S.  Food and Drug
Administration ("FDA") to market Combidex in the United States.


                                       7
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


     In exchange  for the future  marketing  rights to  Combidex  and Code 7228,
Cytogen issued 1.5 million  shares of its common stock to Advanced  Magnetics at
closing and may issue an  additional  500,000  shares,  which are  currently  in
escrow,  subject to the  achievement of certain  milestones.  Since the Advanced
Magnetics'  product  candidates have not yet received FDA approval,  the Company
recorded a $13.2 million charge in the accompanying  statement of operations for
the acquisition of marketing and technology  rights,  of which $13.1 million was
non-cash  and  represented  the fair value of the 1.5  million  shares of common
stock issued.


6.  DRAXIS HEALTH INC.:

     In September 2000, the Company signed a letter of intent with Draxis Health
and  its  subsidiary,   Draximage  Inc.  ("Draxis")  to  market  and  distribute
BrachySeedTM  implants  for  prostate  cancer  therapy in the U.S.  The  Company
currently is  negotiating  definitive  documents  reflective of the terms of the
letter of intent.  Under the terms of the  proposed  agreement,  Draximage  will
supply  radioactive  iodine  and  palladium  seeds to Cytogen  in  exchange  for
royalties on sales and certain milestone payments. The FDA has granted marketing
approval for  BrachySeed in September  2000.  Upon  execution of the  definitive
documents,   the  Company  believes  it  would  launch  the  radioactive  iodine
BrachySeed in the U.S. later this year. The Company cannot be certain,  however,
as to the timing of the BrachySeed  launch, the market acceptance of the product
or whether this product will significantly increase the revenues of the Company.


                                       8
<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.
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  1999 Form 10-K  under the
captions,  "Important  Factors Regarding  Forward Looking  Statements" and "Risk
Factors".  Stockholders  are cautioned not to put undue  reliance on any forward
looking statement.

      The following  discussion and analysis  should also be read in conjunction
with the Financial  Statements  and related notes  thereto  contained  elsewhere
herein,  as well as the  Company's  1999  Form  10-K and from  time-to-time  the
Company's other filings with the Securities and Exchange Commission.


Overview

     In August 2000, the Company and Advanced Magnetics  mutually terminated  an
agreement,  under which Cytogen was to acquire Advanced Magnetics.  Instead, the
two companies entered into marketing,  license and supply agreements (see Note 5
to the Consolidated Financial Statements.) Under the AVM Agreements, the Company
acquired exclusive U.S. rights to two product candidates,  Combidex and imaging
agent Code 7228 for oncology  applications.  Combidex,  a MRI contrast agent for
the detection of lymph node metastases,  recently  received an approvable letter
subject to certain conditions by the FDA, following a priority review. Code 7228
is being developed for oncology and magnetic resonance angiography  applications
and is expected to enter Phase II clinical  development  early next year.  There
can be no  assurance  that the  Company  will  receive  FDA  approval  to market
Combidex or Code 7228 in the United States.

     In  September  2000,  the Company  signed a letter of intent with Draxis to
market and  distribute  BrachySeed  implants for prostate  cancer therapy in the
U.S. The Company currently is negotiating definitive documents reflective of the
terms of the letter of intent. Under the terms of the proposed agreement, Draxis
will supply  radioactive  iodine and palladium  seeds to Cytogen in exchange for
royalties on sales and certain milestone payments. The FDA has granted marketing
approval for  BrachySeed in September  2000.  Upon  execution of the  definitive
documents,   the  Company  believes  it  would  launch  the  radioactive  iodine
BrachySeed in the U.S. later this year. The Company cannot be certain,  however,
as to the timing of the BrachySeed  launch, the market acceptance of the product
or whether this product will significantly increase the revenues of the Company.


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


      The AVM licenses and the Draxis  proposal  represent a strategic  step for
Cytogen to broaden its oncology presence and strengthen its position in the area
of cancer staging and detection and therapy,  in which Cytogen currently markets
two products,  ProstaScint and OncoScint. The Company plans to utilize Cytogen's
oncology sales and marketing  organization for the expected launch of BrachySeed
and later Combidex, subject to the receipt of final approval of Combidex by FDA.

      In September  2000, the Company sold to Acqua  Wellington  $6.0 million of
Cytogen  common  stock.  In October  2000,  the Company  entered  into an equity
financing facility with Acqua Wellington for up to $70 million. Pursuant to this
facility,  over  the  next 20  months,  Cytogen  may,  at its  discretion,  sell
additional shares of its common stock to Acqua Wellington at a small discount to
the  market  price  to be  determined  before  each  sale  (see  Note  2 to  the
Consolidated  Financial  Statements).  This financing  facility  should give the
Company  the  flexibility  to  access  capital,  pursuant  to the  terms  of the
Agreement, to accelerate its proteomics and drug development programs as well as
pursue other strategic opportunities.


Results of Operations

Three Months Ended September 30, 2000 and 1999

      Revenues.  Total  revenues for the third quarter of 2000 were $2.5 million
compared  to $2.3  million for the same period in 1999.  The  increase  from the
prior year period is due to higher product related revenues, partially offset by
lower  contract  revenues  as  a  result  of  the   discontinuance  of  contract
manufacturing services in 2000. Product related revenues, which included product
sales and  royalties,  accounted for 99% of total  revenues in 2000,  versus 89%
from the comparable period of 1999.  License and contract revenues accounted for
the remainder of revenues in such period.

      Product  related  revenues for the third quarter of 2000 were $2.5 million
compared to $2.1 million for the same period in 1999.  ProstaScint accounted for
74% and 79% of product related  revenues in the third quarters of 2000 and 1999,
respectively,  while  Quadramet  royalties  accounted for 21% and 12% of product
related revenues,  respectively.  Sales of ProstaScint were  approximately  $1.8
million in the third  quarter of 2000,  $200,000  higher  than the $1.6  million
recorded  in the third  quarter of 1999.  Beginning  in July 2000,  the  Company
assumed sole  responsibility  for selling and  marketing  ProstaScint  from Bard
Urological  Division of the C.R. Bard Company ("Bard"),  its former co-marketing
partner.  The Company took this step because it believes  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 anticipated  future product
acquisitions.  The Company cannot be certain, however, as to the effect on sales
of ProstaScint as a result of this action.


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


      Quadramet  royalties  for the third quarter of 2000  increased to $523,000
from the $245,000 recorded in the same period of 1999. Quadramet was re-launched
by  Berlex  in  March  1999.   Although  Cytogen  believes  that  Berlex  is  an
advantageous  marketing  partner,  there can be no assurance that Quadramet will
achieve  greater  market  acceptance on a timely basis or result in  significant
revenues for Cytogen.

      Sales of  OncoScint  CR/OV for the third  quarter  of 2000 were  $130,000,
$58,000 lower than the $188,000  recorded in the same period of 1999. The market
for OncoScint CR/OV for colorectal cancer diagnosis has been negatively affected
by  positron  emission  tomography  or "PET"  scans which have shown the same or
higher sensitivity than OncoScint CR/OV.

      License and contract  revenues for the third  quarter of 2000 were $17,000
compared to $267,000 for the same period of 1999.  The  decrease  from the prior
year period is due  primarily to the  discontinuance  of contract  manufacturing
services in 2000,  a result of the sale of Cytogen's  manufacturing  facility in
1999. The Company recorded  $102,000 of contract  manufacturing  revenues in the
third quarter of 1999.

      Operating Expenses. Total operating expenses for the third quarter of 2000
were $19.3  million  compared to $3.6  million  recorded in the same  quarter of
1999.  The increase  from the prior year period is  attributable  primarily to a
$13.2 million charge related to the  acquisition of the marketing and technology
rights to Combidex and Code 7228, of which $13.1 million was non-cash.  The 2000
operating  expenses  further  increased  due 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  termination  of the proposed  merger with  Advanced
Magnetics.

      Cost of product and contract  manufacturing revenues for the third quarter
of 2000 were $1.1 million  compared to $1.0 million  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 third quarter of 2000 were $2.0
million  compared to $708,000  recorded in the same period of 1999. The increase
from the  prior  year  period is due to  increased  funding  for the  proteomics
program at AxCell and product development efforts relating to PSMA technologies.
The Company  anticipates  that funding for AxCell will continue to increase over
the remainder of this year.

      Acquisition of marketing and technology rights of $13.2 million represents
a charge  related to the  acquisition  of certain  rights to product  candidates
Combidex and Code 7228 from  Advanced  Magnetics,  of which $13.1  million was a
non-cash charge (see Note 5 to the Consolidated Financial Statements).


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


      Selling and  marketing expenses were $1.2 million for the third quarter of
2000  compared  to $1.1  million in the same period of 1999.  The  current  year
expenses  reflect the Company's  efforts to expand its in-house  sales force and
assume sole  responsibility  for the selling and marketing of  ProstaScint  from
Bard.

      General and  administrative  expenses for the third quarter 2000 were $1.7
million  compared to $892,000 for the  comparable  period in 1999.  The increase
from the prior year period is due to expenses  related to the termination of the
proposed  merger with Advanced  Magnetics,  stock based  compensation  for a key
employee and additional staffing and related costs.

      Interest Income/Expense. Interest income for the third quarter of 2000 was
$182,000  compared to $131,000 recorded in the same period of 1999. The increase
from the prior year period is due to higher  average cash  balance  during 2000.
Interest  expense for the third quarter of 2000 was $24,000  compared to $60,000
recorded in the same period of 1999.  The  interest  expenses  included  finance
charges related with various equipment leases.

      Net  Loss.  Net loss for the  third  quarter  of 2000  was  $16.7  million
compared to $1.2 million  recorded in the same period of 1999.  The net loss per
share was $0.23  based on average  common  shares  outstanding  of 73.6  million
compared to a loss of $0.02 per share based on average common shares outstanding
of 68.8 million for the same period in 1999.


Nine months ended September 30, 2000 and 1999

      Revenues.  Total revenues for the nine months ended September 30, 2000 and
1999 were $7.2 million and $9.1  million,  respectively.  The decrease  from the
prior year period is due  primarily to the $1.8 million  licensing  fee for PSMA
technology  in the second  quarter of 1999 and the  discontinuance  of  contract
manufacturing  services  in 2000,  partially  offset by the  increase in 2000 of
product related revenues. Product related revenues, which included product sales
and  royalties,  accounted for 98% of total revenues in 2000 versus 67% of total
revenues  for the  comparable  period of 1999.  License  and  contract  revenues
accounted for the remainder of revenues.

      Product related  revenues for the nine months ended September 30, 2000 and
1999 were $7.0 million and $6.1 million, respectively. ProstaScint accounted for
72% and 80% of product  related  revenues in the nine months ended September 30,
2000 and 1999, respectively, while revenues from Quadramet accounted for 22% and
12% of product related  revenues,  respectively.  Sales of ProstaScint were $5.0
million in the nine months of 2000  compared to $4.9  million in the nine months
of 1999. Beginning in July 2000, the Company assumed sole responsibility for the
selling  and  marketing  of  ProstaScint  from Bard.  Royalties  from  Quadramet
increased  to $1.5  million in the nine  months  ended  September  30, 2000 from
$706,000 in the same period of 1999.  Quadramet royalties are based on net sales
of Quadramet by Berlex.


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


      Sales of OncoScint CR/OV were $437,000 in 2000 versus $509,000 in the same
period of 1999. The market for OncoScint CR/OV for colorectal  cancer  diagnosis
has been  negatively  affected by positron  emission  tomography  or "PET" scans
which have shown the same or higher  sensitivity  than OncoScint CR/OV. To date,
OncoScint CR/OV has not realized substantial sales.

      License and contract revenues for the nine months ended September 30, 2000
and 1999 were  $165,000  and $3.0  million,  respectively.  The 1999 license fee
included $1.8 million of revenue from the licensing of certain  applications  of
PSMA to a joint venture formed by Cytogen and Progenics and $603,000 of contract
manufacturing  revenues.  The Company has  discontinued  contract  manufacturing
services in 2000.

      Operating  Expenses.  Total  operating  expenses for the nine months ended
September 30, 2000 and 1999 were $28.8 million and $13.1 million,  respectively.
The increase from the prior year period is due primarily to the  acquisition  of
marketing  and  technology  rights  to  Combidex  and Code  7228  from  Advanced
Magnetics,  resulting in a charge of $13.2  million,  of which $13.1 million was
non-cash.  The current year expenditures also reflect development efforts in the
proteomics  programs,  PSMA technologies,  expansion of Cytogen's in-house sales
force and costs  associated  with the  termination  of the proposed  merger with
Advanced Magnetics. The 1999 expenses included a non-cash charge of $1.2 million
related  to  the  acquisition  of  exclusive   technology  rights  to  PSMA  for
immunotherapy through the acquisition of Prostagen.

      Cost of product and  contract  manufacturing  revenues for the nine months
ended September 30, 2000 were $3.0 million  compared to $3.2 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 discontinuance of
contract manufacturing activities in 2000.

      Research and development  expenses for the nine months ended September 30,
2000 were $5.0 million  compared to $2.7 million  recorded in the same period of
1999.  The increase  from the prior year period is due to increased  funding for
the proteomics program at AxCell, the product development efforts related to the
PSMA technologies and costs associated with certain manufacturing development by
DSM with  respect  to  ProstaScint  (see  Note 4 to the  Consolidated  Financial
Statements).  The Company  anticipates  that funding for AxCell will continue to
increase  over  the  balance  of the year  and  costs  to DSM for  manufacturing
development will continue at their current level.

      Acquisition  of marketing and  technology  rights of $13.2 million in 2000
represents a non-cash  charge of $13.1  million  related to the  acquisition  of
certain  rights to  product  candidates  Combidex  and Code  7228 from  Advanced
Magnetics.  In 1999 the  acquisition  of technology  rights was $1.2 million and
represents a non-cash charge related to the acquisition of Prostagen.


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


     Selling and marketing expenses were $3.7 million for the nine months ended
September  30,  2000  compared to $3.1  million in the same period of 1999.  The
current year expenses reflect the Company's efforts to expand its in-house sales
force as well as  payments to Bard,  its former  co-marketing  partner.  In July
2000,  Cytogen  assumed  sole  responsibility  for the selling and  marketing of
ProstaScint.

      General and  administrative  expenses for the nine months ended  September
30, 2000 were $3.8 million compared to $2.8 million for the comparable period in
1999.  The  increase  from the  prior  year is due to  expenses  related  to the
termination  of  the  proposed  merger  with  Advanced  Magnetics,  stock  based
compensation for a key employee, additional staffing and related costs.

      Gain on sale of  laboratory  and  manufacturing  facilities.  The  Company
recorded a gain of $3.3  million  in the first  quarter of 1999 from the sale of
the Company's laboratory and manufacturing facilities.

      Interest  Income/Expense.  Interest  income  for  the  nine  months  ended
September 30, 2000 was $545,000 compared to $282,000 in the same period of 1999.
The  increase  from the prior year period is due to higher  average cash balance
during 2000.  Interest  expense for the nine months ended September 30, 2000 was
$133,000  compared to $144,000 recorded in the same period of 1999. The interest
expenses included finance charges related with various equipment leases.

      Net Loss. Net loss for the nine months ended  September 30, 2000 was $21.2
million compared to a net loss of $539,000  recorded in the same period of 1999.
The net loss per share was $0.29 based on average  common shares  outstanding of
72.7 million  compared to a net loss of $0.01 per share based on average  common
shares outstanding of 66.2 million for the same period in 1999.


Liquidity and Capital Resources

      The Company's cash, cash equivalents and short-term investments were $14.2
million as of September  30, 2000,  compared to $12.4 million as of December 31,
1999. The cash used for operating activities for the nine months ended September
30, 2000 was $8.0 million  versus $6.8  million in the same period of 1999.  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 various  expenses  related to the  termination of the
proposed merger with Advanced Magnetics.


                                       14

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


    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 license  agreements and interest  earned on
cash and short term  investments.  In February 2000,  the Company  received $1.0
million  from  Berlex  Laboratories  for the  exercise  of a warrant to purchase
1,000,000  shares of  Cytogen's  common  stock at $1.00 per share.  In addition,
during the nine months ended September 30, 2000, the Company sold  approximately
1.7 million additional shares of Cytogen common stock for total proceeds of $3.5
million at an average  price of $2.12 per share upon the  exercises  of employee
stock options and other warrants.

      In September 2000, the Company sold to Acqua Wellington 902,601 registered
shares of Cytogen  common stock at an aggregate  price of $6.0 million or $6.647
per  share.  In October  2000,  the  Company  entered  into an equity  financing
facility with Acqua Wellington for up to $70 million. Pursuant to this facility,
over the next 20 months, Cytogen may, at its discretion,  sell additional shares
of its common stock to Acqua  Wellington at a small discount to the market price
to be determined before each sale. The 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.

      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.  To fund these strategic and operating
activities, the Company may sell equity and 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


                                       15

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


resources  together with the Acqua Wellington  equity line should be adequate to
fund the Company's  operations for the foreseable  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  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. 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.


                       =================================
                              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 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


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


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 in obtaining  marketing approvals for its products in
Canada  and  Europe;  (xii) the  ability of the  Company to protect  proprietary
technology,   its  trade  secrets  or  know-how   under  the  patent  and  other
intellectual property laws of the United States and other countries;  and (xiii)
the ability of Advanced Magnetics to satisfy the conditions specified by the FDA
regarding approval to market Combidex in the United States.



                                       17

<PAGE>

PART II  -  OTHER INFORMATION


Item 5  -        Other Information
------

         In October 2000, the Company entered into an equity financing  facility
with Acqua Wellington for up to $70 million. Pursuant to this facility, over the
next 20 months,  Cytogen may, at its discretion,  sell additional  shares of its
common stock to Acqua  Wellington at a small  discount to the market price to be
determined  before  each sale.  The  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.

Item 6  -        Exhibits and Reports on Form 8-K
------

      (a) Exhibits:

         10.1   License and Marketing  Agreement by and between Cytogen
                Corporation and Advanced Magnetics, Inc. dated August 25, 2000.
                Filed herewith.*

         10.2   Development and Manufacturing  Agreement by and between Cytogen
                Corporation and DSM Biologics Company B.V. dated July 12, 2000.
                Filed herewith.*

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

         *Cytogen Corporation has requested  confidential treatment of certain
         provisions  contained in this  exhibit.  The copy filed as an exhibit
         omits the information subject to the confidentiality request.

      (b) Reports on Form 8-K

                  During the three months ended  September 30, 2000, the Company
          filed two  reports  on Form 8-K.  The Form 8-K  dated  July 14,  2000,
          reported  on "Item 5. Other  Events" a press  release  announcing  the
          proposed  acquisition by Cytogen  Corporation  of Advanced  Magnetics,
          Inc. The Form 8-K dated September 7, 2000,  reported on "Item 5. Other
          Events" a press  release  announcing  the mutual  agreement of Cytogen
          Corporation  and Advanced  Magnetics,  Inc. to terminate  the proposed
          merger and to enter into licensing, marketing and supply agreements.


                                       18
<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 November 14, 2000              By /s/ H. Joseph Reiser
     --------------------           --------------------------------------------
                                    H. Joseph Reiser
                                    President and Chief Executive Officer




Date November 14, 2000              By /s/ Lawrence R. Hoffman
     --------------------           --------------------------------------------
                                    Lawrence R. Hoffman
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)





                                       19