SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2002
                                                 --------------

                                       OR

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

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

                        Commission file number 000-14879


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

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

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

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

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days: Yes X  No    .
                                             ---    ---
           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:

            Class                                     Outstanding at May 1, 2002
----------------------------                         ---------------------------
Common Stock, $.01 par value                                   82,513,215

<PAGE>
PART I  - FINANCIAL INFORMATION
-------------------------------
Item 1 - Consolidated Financial Statements

                                       CYTOGEN CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                   (All amounts in thousands, except share data)
                                                    (Unaudited)
<TABLE>
<CAPTION>
                                                                               March 31,           December 31,
                                                                                 2002                  2001
                                                                              ----------           ------------
<S>                                                                           <C>                   <C>
ASSETS:
Current Assets:
  Cash and cash equivalents..............................................     $  16,843             $  11,309
  Marketable securities..................................................         1,060                 1,376
  Receivable on income tax benefit sold..................................             -                 1,103
  Accounts receivable, net ..............................................         1,763                 1,621
  Inventories ...........................................................         1,689                 1,889
  Other current assets ..................................................           829                   508
                                                                              ---------             ---------

    Total current assets ................................................        22,184                17,806

Property and Equipment, net .............................................         1,748                 1,831

Other Assets.............................................................         1,345                 1,855
                                                                              ---------             ---------

                                                                              $  25,277             $  21,492
                                                                              =========             =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term debt......................................     $     125             $      77
  Accounts payable and accrued liabilities...............................         3,670                 5,315
  Accrued stock liability ...............................................         2,000                     -
  Deferred revenue ......................................................           385                   534
                                                                              ---------             ---------

    Total current liabilities............................................         6,180                 5,926
                                                                              ---------             ---------

Long-Term Debt...........................................................         2,444                 2,291
                                                                              ---------             ---------

Deferred Revenue ........................................................         1,996                 2,061
                                                                              ---------             ---------

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,
    82,015,000 and 78,937,000 shares issued and outstanding
    at March 31, 2002 and December 31, 2001, respectively ...............           820                   789
  Additional paid-in capital ............................................       359,498               350,867
  Deferred compensation .................................................          (526)                 (621)
  Accumulated other comprehensive income.................................           544                   860
  Accumulated deficit ...................................................      (345,679)             (340,681)
                                                                              ---------             ---------

    Total stockholders' equity...........................................        14,657                11,214
                                                                              ---------             ---------
                                                                              $  25,277             $  21,492
                                                                              =========             =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                               2
<PAGE>
                             CYTOGEN CORPORATION AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                       (All amounts in thousands, except per share data)
                                          (Unaudited)


<TABLE>
<CAPTION>

                                                               Three Months Ended March 31,
                                                               ----------------------------
                                                                   2002             2001
                                                               -----------      -----------
<S>                                                              <C>              <C>
Revenues:
  Product related:
    ProstaScint ..............................................   $  2,076         $  2,244
    BrachySeed ...............................................        452               34
    OncoScint ................................................         54               80
                                                                 --------         --------

            Total product sales ..............................      2,582            2,358

    Quadramet royalties ......................................        499              441
                                                                 --------         --------
            Total product related ............................      3,081            2,799

    License revenue ..........................................        215              215
                                                                 --------         --------

            Total revenues ...................................      3,296            3,014
                                                                 --------         --------

Operating Expenses:
  Cost of product ............................................      1,054            1,175
  Research and development ...................................      3,799            1,739
  Equity loss in PSMA LLC ....................................        513                -
  Selling and marketing ......................................      1,453            1,754
  General and administrative .................................      1,510            1,172
                                                                 --------         --------

            Total operating expenses .........................      8,329            5,840
                                                                 --------         --------

            Operating loss ...................................     (5,033)          (2,826)

Interest income  .............................................         77              220
Interest expense .............................................        (42)             (48)
                                                                 --------         --------

Net loss .....................................................   $ (4,998)        $ (2,654)
                                                                 ========         ========

Basic and diluted net loss per share .........................   $  (0.06)        $  (0.03)
                                                                 ========         ========

Weighted average common shares outstanding ...................     81,222           76,244
                                                                 ========         ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                 3
<PAGE>


                                    CYTOGEN CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         (All amounts in thousands)
                                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31,
                                                                 ----------------------------
                                                                     2002            2001
                                                                 -----------      -----------

<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................................   $  (4,998)       $  (2,654)
                                                                  ---------        ---------
Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization............................         194              302
      Imputed interest.........................................           -              (22)
      Stock-based compensation expenses........................         376               96
      Warrants, stock and stock option grants..................         125                -
      Amortization of deferred revenue ........................        (215)            (215)
      Stock-based milestone ...................................       2,000                -
      Changes in assets and liabilites:
        Accounts receivable, net...............................         961             (292)
        Inventories............................................         200             (114)
        Other assets...........................................         189              797
        Accounts payable and accrued liabilities...............      (1,380)          (2,051)
        Other liabilities......................................          39               39
                                                                  ---------        ---------

                Total adjustments..............................       2,489           (1,460)
                                                                  ---------        ---------

      Net cash used in operating activities....................      (2,509)          (4,114)
                                                                  ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of equipment............................         100                -
Purchases of property and equipment............................         (24)             (95)
                                                                  ---------        ---------

      Net cash provided by (used in) investing activities .....          76              (95)
                                                                  ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.........................       7,991            6,536
Payment of long-term liabilities   ............................         (24)             (49)
                                                                  ---------        ---------

      Net cash provided by financing activities................       7,967            6,487
                                                                  ---------        ---------

Net increase in cash and cash equivalents......................       5,534            2,278

Cash and cash equivalents, beginning of period.................      11,309           11,993
                                                                  ---------        ---------

Cash and cash equivalents, end of period.......................   $  16,843        $  14,271
                                                                  =========        =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                  4
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

         Cytogen Corporation ("Cytogen" or the "Company") is a biopharmaceutical
company with an  established  and growing  product  line in prostate  cancer and
other  areas  of  oncology.  FDA-approved  products  include  ProstaScint(R)  (a
monoclonal  antibody-based  imaging agent used to image the extent and spread of
prostate  cancer);   BrachySeed(TM)   I-125  and  Pd-103,   (uniquely  designed,
next-generation  radioactive  seed  implants  for  the  treatment  of  localized
prostate cancer);  and Quadramet(R) (a therapeutic agent marketed for the relief
of bone pain in  prostate  and other  types of  cancer).  Cytogen is  evolving a
pipeline of oncology  product  candidates  by developing  its prostate  specific
membrane  antigen,  or PSMA  technologies,  which are exclusively  licensed from
Memorial Sloan-Kettering Cancer Center.

         AxCell Biosciences Corporation, a subsidiary of Cytogen Corporation, is
engaged in the  research and  development  of novel  biopharmaceutical  products
using its growing portfolio of functional proteomics solutions and collection of
proprietary signal transduction pathway information.  Through the systematic and
industrialized  measurement  of  protein-to-protein   interactions,   AxCell  is
assembling  ProChart(TM),  a proprietary database of signal transduction pathway
information that is relevant in a number of therapeutically important classes of
molecules  including  growth  factors,  receptors  and other  potential  protein
therapeutics  or  drug  targets.   AxCell's   database  content  and  functional
proteomics  tools  are  available  on a  non-exclusive  basis to  biotechnology,
pharmaceutical  and  academic  researchers.  AxCell is  expanding  its  research
activities to further elucidate the role of novel proteins through both external
collaborations and data mining.


Basis of Consolidation

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


Basis of Presentation

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


                                       5
<PAGE>
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, 2001.  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.


Marketable Securities

      In connection  with the  acquisition  of Prostagen  Inc. in June 1999, the
Company received 275,350 shares of Northwest Biotherapeutics, Inc. common stock.
The Company has classified this investment as  available-for-sale  securities in
accordance with Statement of Financial  Accounting  Standards  ("SFAS") No. 115,
"Accounting   for   Certain   Investments   in  Debt  and  Equity   Securities."
Available-for-sale  securities are carried at fair value, based on quoted market
prices,  with  unrealized  gains or losses  reported as a separate  component of
stockholders'  equity.  As of March 31, 2002 and December 31, 2001,  the Company
had an  unrealized  gain of $544,000  and $860,000  related to this  investment,
respectively.  There is no  assurance,  however  that the Company can sell these
securities within a reasonable amount of time without  negatively  effecting the
price of the stock since the daily trading volume has been low.


Inventories

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

                                         March 31,         December 31,
                                           2002                2001
                                      -------------       --------------

  Raw materials.................        $  506,000          $  506,000
  Work-in process...............           681,000           1,371,000
  Finished goods................           502,000              12,000
                                        ----------          ----------
                                        $1,689,000          $1,889,000
                                        ==========          ==========


Other Comprehensive Income (Loss)

         Other  comprehensive  income  (loss)  consists of  unrealized  gains or
losses on marketable securities.  As of March 31, 2002, the fair market value of
these securities decreased $316,000, and as a result, the comprehensive loss for
the three months ended March 31, 2002 was  $5,314,000.  There were no marketable
securities  outstanding  during the first quarter of 2001 and therefore no other
comprehensive gains or losses.


                                       6
<PAGE>
Accrued Stock Liability

         In connection  with the acquisition of Prostagen Inc. in June 1999, the
Company agreed to issue up to an additional $4.0 million worth of Cytogen common
stock if certain  milestones are achieved in the dendritic cell therapy and PSMA
development  programs.  Based on the  progress of the  dendritic  cell  prostate
cancer clinical trials at Northwest  Biotherapeutics  Inc.,  management believes
that the initial  milestone was met in the first quarter of 2002 and has accrued
$2.0 million of expenses,  which are recorded as research and development in the
accompanying  statement of operations.  The actual number of shares to be issued
will be based on the fair market value of Cytogen common stock on the date to be
determined by the parties to the Prostagen Agreement and the Company.

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.

Reclassifications

         Certain   reclassifications  have  been  made  to  the  2001  financial
statements to conform with the 2002 presentation.

2.  EQUITY LOSS IN PSMA DEVELOPMENT CO. LLC:

         In June 1999,  Cytogen  entered  into a joint  venture  called the PSMA
Development Co. LLC (the "Joint Venture"),  with Progenics  Pharmaceuticals Inc.
("Progenics"), to develop vaccine and antibody-based  immunotherapeutic products
utilizing  Cytogen's  proprietary  PSMA  technology.  The Joint Venture is owned
equally by Cytogen and  Progenics.  The Company  accounts for the Joint  Venture
using the equity  method of  accounting.  Progenics  was  obligated  to fund the
initial $3.0 million of  development  costs of the Joint  Venture.  Beginning in
December 2001, the Company and Progenics began to equally share the costs of the
Joint  Venture.  Since  December  2001,  Cytogen has recognized 50% of the Joint
Venture's  operating  results  in  its  consolidated  statement  of  operations.
Selected financial statement information of the Joint Venture is as follows:

 Statement of Operations Data:

                                         Three Months Ended
                                              March 31,
                                 ----------------------------------
                                     2002                   2001
                                 ------------           -----------
      Total revenue              $         -            $   14,000
      Total expenses               1,027,000               441,000
                                 -----------            ----------
         Net loss                $(1,027,000)           $ (427,000)
                                 ============           ===========


                                       7
<PAGE>
3.  SALES OF CYTOGEN COMMON STOCK:

         In January 2002,  the Company sold  2,970,665  shares of Cytogen common
stock to the State of  Wisconsin  Investment  Board  ("SWIB")  for an  aggregate
purchase  price of $8.0  million or $2.69 per share  pursuant to a January  2002
Share Purchase  Agreement between SWIB and the Company.  In connection with such
sale and issuance to SWIB as well as the Company's previous sale and issuance of
its common  stock to SWIB in June  2001,  the  Company  agreed not to enter into
equity line  arrangements in the future,  issue certain  securities at less than
fair market  value or  undertake  certain  other  securities  issuances  without
requisite stockholder approval.


                                       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.
Statements  contained or incorporated  by reference in this Quarterly  Report on
Form  10-Q  that  are  not  based  on  historical  facts  are   "forward-looking
statements" within the meaning of Section 21E of the Securities  Exchange Act of
1934, as amended. Generally, forward looking statements can be identified by the
use of phrases like "believe",  "expect",  "anticipate",  "plan", "may", "will",
"could", "estimate", "potential", "opportunity" and "project" and similar terms.
The  Company's  actual  results  could  differ  materially  from  the  Company's
historical  results of  operations  and those  discussed in the forward  looking
statements.  Factors  that could  cause  actual  results  to differ  materially,
include,  but are not limited to those identified in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001 under the caption  "Additional
Factors That May Affect  Future  Results".  Investors  are  cautioned not to put
undue reliance on any forward looking statement.


Cautionary Statement

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

      The following  discussion and analysis should be read in conjunction  with
the Financial  Statements and related notes thereto contained  elsewhere herein,
as well as the Company's  Annual Report on Form 10-K for the year ended December
31, 2001 and from time to time the Company's  other filings with the  Securities
and Exchange Commission.

                                       9
<PAGE>
Significant Events in 2002


      During  2002,  the  Company  received  regulatory  approval  in Canada for
ProstaScint(R),  the Company's radio-labeled monoclonal antibody prostate cancer
imaging  agent.  ProstaScint  was approved for marketing in the United States in
1996.  In both Canada and United  States,  ProstaScint  is indicated  for use in
patients  newly  diagnosed  with prostate  cancer who are at risk for lymph node
metastases and for patients with recurrent  prostate cancer  following a radical
prostatectomy who are suspected of having occult metastatic  disease. In Canada,
ProstaScint  is  also  indicated  for use in  identifying  those  patients  with
recurrent prostate cancer who are likely to benefit from receiving local salvage
radiation therapy. The Company plans to launch both ProstaScint and Quadramet in
Canada, alone or with a partner during 2002.

      The Company also expects to introduce,  during the first half of 2002, the
palladium  version  of  BrachySeed(TM),  a  uniquely  designed  next  generation
radioactive seed implant for treatment of localized  prostate cancer. The iodine
version of  BrachySeed  was  introduced  in 2001.  The Company is utilizing  its
existing oncology sales force to market  BrachySeed.  There can be no assurance,
however,  regarding the timing of launch for ProstaScint and Quadramet in Canada
and the  palladium  version  of  BrachySeed  in the  United  States,  the market
acceptance  of these  products and whether  these  products  will  significantly
increase the revenues of the Company.

Results of Operations

Three Months Ended March 31, 2002 and 2001

      Revenues.  Total  revenues for the first quarter of 2002 were $3.3 million
compared  to $3.0  million for the same period in 2001.  The  increase  from the
prior year period is due to higher product  related  revenues.  Product  related
revenues, which included product sales and royalties, accounted for 93% of total
revenues in both 2001 and 2002.  License revenues accounted for the remainder of
revenues.

      Product  related  revenues for the first quarter of 2002 were $3.1 million
compared  to $2.8  million  for the same  period in 2001.  Sales of  ProstaScint
accounted for 67% and 80% of product  related  revenues in the first quarters of
2002 and 2001,  respectively,  while  Quadramet  royalties  accounted for 16% of
product related  revenues in each such quarter.  Sales of ProstaScint  were $2.1
million in the first quarter of 2002, which were slightly below the $2.2 million
recorded in the first quarter of 2001. Future growth of ProstaScint is dependent
upon  increased  marketing and sales  initiatives  by Cytogen's  in-house  sales
force,  entry  in  additional  markets  and the  implementation  of new  product
applications,  such as  using  ProstaScint  scans  to  guide  the  placement  of
brachytherapy  seeds and/or external beam radiation.  There can be no assurance,
however,  that the Company's new sales initiatives will  significantly  increase
the sales of ProstaScint.

      Sales of  BrachySeed  during the first  quarter of 2002 were  $452,000 and
accounted for 15% of product related  revenues,  compared to $34,000 recorded in
the same period of 2001.  Since the market  introduction of BrachySeed  I-125 in
February  2001,  the  Company  has  increased  its  market  penetration  of  the
brachytherapy    iodine   market,    which   has   contributed   to   consistent
quarter-over-quarter growth since launch. The Company plans to utilize Cytogen's


                                       10
<PAGE>
sales and  marketing  organization  for the launch of the  palladium  version of
BrachySeed during the first half of 2002. There can be no assurance, however, as
to the timing of launch or market acceptance of the BrachySeed palladium product
or whether  the sale of the iodine and  palladium  products  will  significantly
increase the revenues of the Company.

       Sales of OncoScint  CR/OV  during the first  quarter of 2002 were $54,000
compared to $80,000 in the same period of 2001.  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.  Accordingly,  the Company is decreasing its
emphasis on OncoScint in order to focus on its prostate cancer products.

       Quadramet  royalties for the first quarter of 2002  increased to $499,000
from $441,000 in the same period of 2001. Quadramet is currently marketed by the
Company's marketing partner,  Berlex Laboratories  ("Berlex").  Although Cytogen
believes that Berlex is an advantageous partner,  there can be no assurance that
Quadramet will achieve greater market penetration on a timely basis or result in
significant revenues for Cytogen.

      License  revenues were $215,000 for both 2002 and 2001. As a result of the
adoption of  Securities  and Exchange  Commission's  Staff  Accounting  Bulletin
No.101,  license  revenues  include the  recognition  of deferred  revenues from
certain  up-front,  non-refundable  license fees previously  recognized in prior
years.

      Operating Expenses. Total operating expenses for the first quarter of 2002
were $8.3 million compared to $5.8 million recorded in the same quarter of 2001.
The increase from the prior year period is attributable primarily to a one-time,
non-cash  milestone accrual of $2.0 million related to the progress of dendritic
cell prostate  cancer  clinical  trials at Northwest  Biotherapeutics,  Inc. and
increased  development  costs associated with the PSMA  Development  Company LLC
(see Notes 1 and 2 to Consolidated Financial Statements).

      Cost of product for the first quarter of 2002 was $1.1 million compared to
$1.2 million  recorded in the same period of 2001.  The decrease  from the prior
year period is primarily due to lower facility related costs associated with the
manufacturing  of  ProstaScint,  but  partially  offset by increased  costs as a
result of increased BrachySeed sales.

      Research and development  expenses for the first quarter of 2002 were $3.8
million  compared  to $1.7  million  recorded  in the same  period of 2001.  The
increase  from the prior year period is  attributable  primarily  to a one-time,
non-cash  milestone accrual of $2.0 million related to the progress of dendritic
cell  prostate  cancer  clinical  trials  at  Northwest  Biotherapeutics,  Inc.,
increased  funding for AxCell's  signal  transduction  inhibitors  and increased
costs  associated with the development of a new  manufacturing  and purification
process for ProstaScint. During the first quarters of 2002 and 2001, the Company
invested  $1.3  million  and $1.1  million,  respectively,  in  AxCell's  signal
transduction research activities, and $231,000 and $44,000, respectively, in the
development  of  a  new  manufacturing  process  for  ProstaScint.  The  Company
anticipates  that  funding for these two programs  will  continue at the current
level over the remainder of this year.


                                       11
<PAGE>
      The Company's  share in the equity loss in the PSMA  Development  LLC, our
joint venture with Progenics  Pharmaceuticals,  Inc., was $513,000 for the first
quarter of 2002 and represented 50% of the Joint  Venture's  operating  results.
The Joint  Venture  is equally  owned by  Cytogen  and  Progenics.  The  Company
accounts for the Joint Venture using the equity method of accounting.  Progenics
was obligated to fund the initial $3.0 million of development costs of the Joint
Venture.  Beginning in December 2001, the Company and Progenics began to equally
share the costs of the Joint Venture.  The Company expects to incur  significant
costs going  forward to fund its share of the  development  costs from the Joint
Venture (see Note 2 to the Consolidated Financial Statements).

      Selling and marketing  expenses were $1.5 million for the first quarter of
2002 compared to $1.8 million for the same period of 2001. The decrease from the
prior year period is primarily due to costs  associated  with the 2001 launch of
BrachySeed  I-125 and timing of certain  expenses  related to various  marketing
functions which will be held at a later time than last year.

      General and  administrative  expenses  for the first  quarter of 2002 were
$1.5 million  compared to $1.2 million for the  comparable  period in 2001.  The
increase  from the prior year  period is due  primarily  to a charge  related to
stock based compensation for a key employee.

      Interest Income/Expense. Interest income for the first quarter of 2002 was
$77,000  compared to $220,000  recorded in the same period of 2001. The decrease
from the prior year period is due to a lower average yield on investments during
2002.  Interest  expense for the first  quarter of 2002 was $42,000  compared to
$48,000  recorded in the same period of 2001.  The  interest  expenses  included
finance charges related with various equipment leases.

      Net Loss. Net loss for the first quarter of 2002 was $5.0 million compared
to $2.7 million  recorded in the same period of 2001. The net loss per share for
the first quarter of 2002 was $0.06 based on average  common shares  outstanding
of 81.2  million  compared  to a net loss per  share of $0.03  based on  average
common shares  outstanding of 76.2 million for the same period in 2001. The 2002
net loss included a one-time, non-cash milestone accrual of $2.0 million related
to the progress of dendritic cell prostate  cancer  clinical trials at Northwest
Biotherapeutics, Inc. as described above.


Liquidity and Capital Resources

      The Company's cash and cash equivalents were $16.8 million as of March 31,
2002,  compared to $11.3  million as of  December  31,  2001.  The cash used for
operating  activities for the three months ended March 31, 2002 was $2.5 million
compared to $4.1 million in the same period of 2001. The decrease from the prior
year period is due primarily to the improved  working  capital  management and a
milestone  payment to  Draximage  Inc.  related to the 2001 launch of the iodine
version of BrachySeed.

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


                                       12
<PAGE>


         The  Company  filed  a shelf  Registration  Statement  on  Form  S-3 to
register   10,000,000   shares  of  its  common  stock  in  October  2001.  Such
Registration  Statement was declared  effective by the  Securities  and Exchange
Commission in November  2001.  The Company may issue such  registered  shares of
common  stock from time to time and may use the  proceeds  thereof  for  general
corporate  purposes,  including,  but not limited to, continued  development and
commercialization  of its proteomics  technologies,  research and development of
additional products and expansion of its sales and marketing capabilities.

         In January 2002,  the Company sold  2,970,665  shares of Cytogen common
stock to the State of  Wisconsin  Investment  Board  ("SWIB")  for an  aggregate
purchase price of $8.0 million or $2.69 per share.  In connection with such sale
and issuance to SWIB as well as the Company's  previous sale and issuance of its
common  stock to SWIB in June  2001,  we agreed not to enter  into  equity  line
arrangements  in the future,  issue certain  securities at less than fair market
value  or  undertake  certain  other  securities   issuances  without  requisite
stockholder approval.

         In order to  effect  such  restrictions  that  have  not  already  been
incorporated  into the Company's By-Laws and Stock Option Plans, the Company has
submitted  certain  amendments  to its By-Laws,  1995 Stock Option Plan and 1999
Non-Employee  Director Plan for approval by the  stockholders  of the Company at
the Company's Annual Meeting of Stockholders to be held on June 18, 2002.

         In January 2002, the Company  received cash of $1.1 million relating to
the December 2001 sale of New Jersey State net operating losses and research and
development credits.  Under the current legislation,  the Company may be able to
sell a minimum  $634,000 of its remaining  approved $2.4 million of tax benefits
in 2002  assuming the State of New Jersey  continues to fund this  program.  The
actual amount of net operating  losses and tax credits the Company may sell will
also depend upon the  allocation  among  qualifying  companies of an annual pool
established by the State of New Jersey.

         In connection  with the acquisition of Prostagen Inc. in June 1999, the
Company agreed to issue up to an additional $4.0 million worth of Cytogen common
stock if certain  milestones are achieved in the dendritic cell therapy and PSMA
development  programs.  Based on the  progress of the  dendritic  cell  prostate
cancer clinical trials at Northwest  Biotherapeutics  Inc., the Company believes
that  the  initial  milestone  was met in the  first  quarter  of 2002  and has,
accordingly,  accrued $2.0 million of expenses,  which were recorded as research
and  development  expenses.  The  recognition  of the remaining  $2.0 million of
expenses, and the resulting additional issuance of Cytogen common stock, will be
made if and when the remaining milestones are achieved.

         Beginning in December 2001, the Cytogen and Progenics  began to equally
share the costs of the Joint  Venture.  Since that date,  Cytogen has recognized
50% of the Joint Venture's operating results, which, during the first quarter of
2002 was a loss of $513,000. The Company expects its share of losses in the PSMA
Development Co. LLC to continue at even higher levels in subsequent periods.

         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


                                       13
<PAGE>
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  expects to incur
significant costs for the 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.  There can be no assurance as
to the success of such  strategies or that resulting funds will be sufficient to
meet cash  requirements  until such time as product  revenues are  sufficient to
cover  operating  expenses,  if ever.  To fund  these  strategic  and  operating
activities,  the Company may sell assets,  equity or debt  securities  as market
conditions permit or enter into credit facilities.

      The Company has incurred  negative  cash flows from  operations  since its
inception,  and has  expended,  and expects to continue to expend in the future,
substantial  funds  to  implement  its  planned  product  development   efforts,
including acquisition of products and complementary  technologies,  research and
development,  clinical  studies and  regulatory  activities,  and to further its
marketing  and sales  programs.  The Company  expects that its existing  capital
resources  should  be  adequate  to  fund  the  Company's   operations  for  the
foreseeable  future.  The  Company  cannot  assure  you  that  its  business  or
operations  will not change in a manner that would consume  available  resources
more rapidly than anticipated.  The Company expects that it will have additional
requirements  for debt or equity  capital,  irrespective  of whether and when it
reaches  profitability,  for  further  product  development  costs,  product and
technology acquisition costs, and working capital.

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


                                       14
<PAGE>
CRITICAL ACCOUNTING POLICIES

         Financial  Reporting Release No. 60, which was recently released by the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note 1 to our Consolidated  Financial Statements in this
Quarterly  Report  on  Form  10-Q  and  Note  1 to  our  Consolidated  Financial
Statements  in the  Company's  Annual  Report  on Form  10-K for the year  ended
December 31, 2001, include a summary of our significant  accounting policies and
methods used in the preparation of our Consolidated  Financial  Statements.  The
following is a brief discussion of the more significant  accounting policies and
methods used by us. The  preparation of our  Consolidated  Financial  Statements
requires us to make estimates and assumptions  that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses during the reporting period. Our actual results could differ from those
estimates.

Revenue Recognition

         We recognize revenue from the sale of our products upon shipment. We do
not grant price protection to customers. Quadramet royalties are recognized when
earned.  The  Securities  and Exchange  Commission  has issued Staff  Accounting
Bulletin (SAB) No. 101,  "Revenue  Recognition",  which provides guidance on the
recognition  of up-front,  non-refundable  license fees.  Accordingly,  we defer
up-front license fees and recognize them over the estimated  performance  period
of the related agreement.  Since the term of the performance  periods is subject
to management's estimates, future revenues to be recognized could be affected by
changes in such estimates.

Accounts Receivable

         Our accounts  receivable balances are net of an estimated allowance for
uncollectible  accounts.  We continuously  monitor collections and payments from
our customers and maintain an allowance for  uncollectible  accounts  based upon
our historical  experience and any specific  customer  collection issues that we
have identified. While we believe our reserve estimate to be appropriate, we may
find it necessary to adjust our  allowance  for doubtful  accounts if our future
bad debt expense exceeds our estimated reserve.  We are subject to concentration
risks as a limited  number of our  customers  provide  a high  percent  of total
revenues, and corresponding receivables.

Inventories

         Inventories  are stated at the lower of cost or market,  as  determined
using the first-in,  first-out method,  which most closely reflects the physical
flow  of our  inventories.  Our  products  and  raw  materials  are  subject  to
expiration  dating. We regularly review quantities on hand to determine the need
for  reserves  for  excess  and  obsolete  inventories  based  primarily  on our
estimated  forecast of our product sales.  Our estimate of future product demand
may prove to be inaccurate,  in which case we may have understated or overstated
our reserve for excess and obsolete inventories.


                                       15
<PAGE>
Carrying Value of Fixed and Intangible Assets

         Our fixed  assets  and  certain  of our  acquired  rights to market our
products have been recorded at cost and are being  amortized on a  straight-line
basis over the estimated  useful life of those assets.  In accordance  with SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed  of," if indicators  of  impairment  exist,  we assess the
recoverability  of the affected  long-lived  assets by  determining  whether the
carrying  value of such  assets can be  recovered  through  undiscounted  future
operating cash flows. If impairment is indicated,  we measure the amount of such
impairment by comparing the carrying value of the assets to the present value of
the expected  future cash flows  associated  with the use of the asset.  Adverse
changes  regarding future cash flows to be received from long-lived assets could
indicate  that an  impairment  exists,  and would  require the write down of the
carrying value of the impaired asset at that time.


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

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


                                       16
<PAGE>
PART II  -  OTHER INFORMATION

Item 6  -        Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          10.1 Amendment No. 1 to Limited  Liability  Company  Agreement of PSMA
               Development  Company  LLC by  and  between  Cytogen  Corporation,
               Progenics Pharmaceuticals,  Inc. and PSMA Development Company LLC
               dated as of March 22, 2002. Filed herewith.


     (b) Reports on Form 8-K:

                   On January 24,  2002,  we filed a Current  Report on Form 8-K
relating to the issuance and sale of 2,970,665 shares of our Common Stock to the
State  of  Wisconsin  Investment  Board  for  an  aggregate  purchase  price  of
approximately  $8.0 million pursuant to a share purchase agreement dated January
18, 2002.



                                       17
<PAGE>
                                   SIGNATURES

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


                               CYTOGEN CORPORATION





Date May 14, 2002                By /s/ H. Joseph Reiser
    -----------------               --------------------------------------------
                                    H. Joseph Reiser
                                    President and Chief Executive Officer




Date May 14, 2002                By /s/ Lawrence R. Hoffman
    -----------------               --------------------------------------------
                                    Lawrence R. Hoffman
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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