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 June 30, 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 August 1, 2002
----------------------------                       -----------------------------
Common Stock, $.01 par value                                  86,772,525



<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>


                                                                      June 30,   December 31,
                                                                        2002         2001
                                                                    -----------  ------------
<S>                                                                  <C>          <C>
ASSETS:
Current Assets:
  Cash and cash equivalents ......................................   $  18,902    $  11,309
  Marketable securities ..........................................         837        1,376
  Receivable on income tax benefit sold ..........................           -        1,103
  Accounts receivable, net .......................................       1,852        1,621
  Inventories ....................................................       1,371        1,889
  Other current assets ...........................................         760          508
                                                                     ---------    ---------

    Total current assets .........................................      23,722       17,806

Property and Equipment, net ......................................       1,535        1,831

Other Assets .....................................................       2,614        1,855
                                                                     ---------    ---------

                                                                     $  27,871    $  21,492
                                                                     =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term debt ..............................   $     106    $      77
  Accounts payable and accrued liabilities .......................       4,588        5,315
  Accrued stock liability ........................................       2,000            -
  Deferred revenue ...............................................         260          534
                                                                     ---------    ---------

    Total current liabilities ....................................       6,954        5,926
                                                                     ---------    ---------

Long-Term Debt ...................................................       2,400        2,291
                                                                     ---------    ---------

Deferred Revenue .................................................       2,055        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,
    86,271,000 and 78,937,000 shares issued and outstanding
    at June 30, 2002 and December 31, 2001, respectively .........         863          789
  Additional paid-in capital .....................................     364,531      350,867
  Deferred compensation ..........................................        (367)        (621)
  Accumulated other comprehensive income .........................         321          860
  Accumulated deficit ............................................    (348,886)    (340,681)
                                                                     ---------    ---------

    Total stockholders' equity ...................................      16,462       11,214
                                                                     ---------    ---------
                                                                     $  27,871    $  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                 Six Months
                                                          Ended June 30,              Ended June 30,

                                                        2002        2001             2002        2001
                                                     ----------  ----------       ----------  ----------
<S>                                                  <C>         <C>              <C>         <C>
Revenues:
  Product related:
    ProstaScint ..................................   $  1,971    $  1,789         $  4,047    $  4,033
    BrachySeed ...................................        565          70            1,017         104
    OncoScint ....................................         56         145              110         225
                                                     --------    --------         --------    --------
           Total product sales ...................      2,592       2,004            5,174       4,362


    Quadramet royalties ..........................        510         595            1,009       1,036
                                                     --------    --------         --------    --------
           Total product related .................      3,102       2,599            6,183       5,398

  License and contract revenues ..................         65         257              280         472
                                                     --------    --------         --------    --------

           Total revenues ........................      3,167       2,856            6,463       5,870
                                                     --------    --------         --------    --------

Operating Expenses:
  Cost of product sales...........................      1,241         644            2,295       1,819
  Research and development .......................      1,746       2,483            5,545       4,222
  Equity loss in PSMA LLC ........................        595           -            1,108           -
  Selling and marketing ..........................      1,622       1,577            3,075       3,331
  General and administrative .....................      1,200       1,349            2,710       2,522
                                                     --------    --------         --------    --------

           Total operating expenses ..............      6,404       6,053           14,733      11,894
                                                     --------    --------         --------    --------

           Operating loss ........................     (3,237)     (3,197)          (8,270)     (6,024)

Interest income  .................................         72         156              149         377
Interest expense .................................        (42)        (44)             (84)        (92)
                                                     --------    --------         --------    --------

Net loss .........................................   $ (3,207)   $ (3,085)        $ (8,205)   $ (5,739)
                                                     ========    ========         ========    ========

Basic and diluted net loss per share .............   $  (0.04)   $  (0.04)        $  (0.10)   $  (0.07)
                                                     ========    ========         ========    ========

Weighted average common shares outstanding .......     83,082      77,444           82,172      76,836
                                                     ========    ========         ========    ========
</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>
                                                           Six Months Ended June 30,
                                                           -------------------------
                                                               2002          2001
                                                           -----------   -----------
<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...............................................    $ (8,205)     $ (5,739)

Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization ...................        407           580
       Imputed interest ................................          -           (22)
       Stock-based compensation expenses ...............        747           257
       Amortization of deferred revenue ................       (280)         (430)
       Stock-based milestone charge ....................      2,000             -
       Changes in assets and liabilites:
         Receivables, net ..............................        872          (348)
         Inventories ...................................        518          (979)
         Other assets ..................................       (511)          830
         Accounts payable and accrued liabilities ......       (462)       (1,219)
                                                           --------      --------

       Net cash used in operating activities ...........    (4,914)       (7,070)
                                                           --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of product rights .............................       (500)            -
Net proceeds from sale of equipment ....................        100             -
Purchases of property and equipment ....................        (24)         (303)
                                                           --------      --------
       Net cash used in investing activities ...........       (424)         (303)
                                                           --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock .................     12,980        14,201
Payment of long-term debt ..............................        (49)         (108)
                                                           --------      --------

       Net cash provided by financing activities .......     12,931        14,093
                                                           --------      --------

Net increase in cash and cash equivalents ..............      7,593         6,720

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

Cash and cash equivalents, end of period ...............   $ 18,902      $ 18,713
                                                           ========      ========
</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  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  continuing  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 June 30, 2002 and December 31, 2001, the Company had
unrealized  gains  of  $321,000  and  $860,000,  respectively,  related  to this
investment.  There is no  assurance,  however  that the  Company  can sell these
securities within a reasonable amount of time without  negatively  affecting 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:

                                              June 30,        December 31,
                                                2002              2001
                                           -------------     -------------

      Raw materials.................        $  506,000         $  506,000
      Work-in process...............            24,000          1,371,000
      Finished goods................           841,000             12,000
                                            ----------         ----------
                                            $1,371,000         $1,889,000
                                            ==========         ==========


Comprehensive Income (Loss)

         SFAS No. 130,  "Reporting  Comprehensive  Income" ("SFAS 130") requires
reporting and displaying  comprehensive  income (loss) and its components which,
for the Company,  include net loss and  unrealized  gains or losses on available
for sale  marketable  securities.  In accordance  with SFAS 130, the accumulated
balance  of  other  comprehensive  income  or loss is  displayed  as a  separate

                                       6

<PAGE>
component of  stockholders'  equity.  The following table reconciles net loss to
comprehensive loss for the three and six months ended June 30, 2002.

                                         Three Months Ended     Six Months Ended
                                            June 30, 2002         June 30, 2002
                                         ------------------     ----------------

Net loss.............................       $(3,207,000)           $(8,205,000)
Other comprehensive loss:
  Unrealized losses on available
  for sale marketable securities.....          (223,000)              (539,000)
                                            ------------           ------------

Comprehensive loss...................       $(3,430,000)           $(8,744,000)
                                            ============           ============


         During the three and six months ended June 30, 2001, the Company had no
unrealized gains or losses on marketable securities.

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 to 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  exclusively licensed 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 results of operations.  Selected
financial statement information of the Joint Venture is as follows:

Statement of Operations Data:
<TABLE>
<CAPTION>

                                   Three Months Ended               Six Months Ended
                                        June 30,                        June  30,
                               --------------------------     ---------------------------
                                    2002          2001            2002           2001
                               -----------    -----------     ------------   ------------
<S>                            <C>            <C>             <C>            <C>
Interest income..............  $     4,000    $   11,000      $     4,000    $    26,000
Total expenses...............    1,193,000       594,000        2,220,000      1,035,000
                               -----------    -----------     ------------   ------------
  Net loss...................  $(1,189,000)   $ (583,000)     $(2,216,000)   $(1,009,000)
                               ============   ===========     ============   ============
</TABLE>

                                       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 June 2002, the Company
sold an  additional  4,166,700  shares of  Cytogen  common  stock to SWIB for an
aggregate  purchase  price of $5.0  million or $1.20 per share.  Pursuant to its
agreements  with SWIB,  in  January  2002 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.

4. AMENDMENT OF AGREEMENT AND MILESTONE PAYMENTS:

      Pursuant to a Stock Exchange Agreement ("Prostagen  Agreement") related to
the acquisition of Prostagen Inc. ("Prostagen") in June 1999, the Company agreed
to issue up to an additional  $4.0 million worth of Cytogen  common stock to the
shareholders and debtholders of Prostagen, if certain milestones are achieved in
the  dendritic  cell  therapy and PSMA  development  programs.  During the first
quarter of 2002,  the Company and former  Prostagen  shareholders  agreed that a
milestone  was achieved  based on the progress of the  dendritic  cell  prostate
cancer  clinical  trials at  Northwest  Biotherapeutics,  Inc. As a result,  the
Company  accrued a $2.0 million  stock  liability  with a  corresponding  charge
recorded as research and  development  expense in the first  quarter of 2002. In
May 2002, the Company  entered into an addendum to the Prostagen  Agreement (the
"Addendum")  which  clarifies  the  milestone  payments  to be  made  under  the
Prostagen  Agreement,  as well as the timing of such  payments.  Pursuant to the
Addendum,  Cytogen  will issue and  register  with the  Securities  and Exchange
Commission  (the "SEC") $2.0 million worth of Cytogen common stock, or 1,226,994
shares in satisfaction of the stock liability.  In addition,  the Company may be
obligated to pay two additional  milestone  payments of $1.0 million each,  upon
the earlier of certain  clinical  achievements  regarding  the PSMA  development
programs or January 2003 and July 2003, respectively, provided that the payments
shall be due on these dates only if safety has been  established  in a completed
Phase I clinical trial and the research  program on  immunotherapy  for prostate
cancer is continuing on such dates. Any future milestone payments are payable in
shares of Cytogen  common  shares  which will be  registered  with the SEC after
issuance.

         Under  the  terms of a  Product,  Manufacturing  and  Supply  Agreement
entered in December 2000 between  Cytogen and  Draximage  Inc.,  Draximage  will
supply radioactive iodine and palladium seeds to Cytogen in exchange for product
transfer payments,  royalties on sales and certain milestone payments.  Pursuant
to the  agreement,  Cytogen is obligated to pay Draximage  $1.0 million upon the
first sale of  BrachySeed  Pd-103,  which  occurred in May 2002.  As of June 30,
2002,  the Company paid $500,000 of this milestone and has accrued the remaining
balance  which will be paid at a later date.  The Company has  recorded the $1.0
million milestone in other assets in the accompanying consolidated balance sheet
as of June 30,  2002 and will  amortize  it over the  approximately  eight  year
remaining term of the Draximage agreement.


                                       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 the continued listing of the Company's common stock on the
Nasdaq National Market;  (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  ability  to
integrate the in-licensed products such as BrachySeed; (xiii) the success of the
Company in obtaining  marketing approvals for its products in Canada and Europe;
(xiv) 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 (xv) 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  May  2002,  the  Company  launched  the  palladium  version  of
BrachySeed(TM)  (Pd-103),  a uniquely designed next generation  radioactive seed
implant for the treatment of localized  prostate cancer.  The Company introduced
the iodine  version of BrachySeed  (I-125) in 2001, and since then has increased
its  penetration of the  brachytherapy  iodine  market,  resulting in consistent
quarter-over-quarter   growth  in  BrachySeed  sales.  Despite  such  historical
quarter-over-quarter  sales  increase,  there  can  be no  assurance  that  such
increase  will  continue in the future.  The Company is  utilizing  its existing
oncology sales force to market both BrachySeed products.

         Also in 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 the 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.  Quadramet,  which was approved for
marketing in Canada in 1998, is a therapeutic agent marketed in the U.S. for the
relief  of bone pain in  prostate  and other  types of  cancer.  There can be no
assurance, however, regarding the timing of launch for ProstaScint and Quadramet
in Canada,  the  market  acceptance  of the newly  launched  products  including
BrachySeed  I-125 and Pd-103  and  whether  these  products  will  significantly
increase the revenues of the Company.

         The Company is  currently  exploring  strategic  alternatives  for  its
subsidiary,  AxCell  BioSciences  Corporation  ("AxCell"),  that would allow the
Company to reduce its cash expenditures  relating to AxCell in order to leverage
its oncology  franchise.  AxCell is engaged in the research and  development  of
novel  biopharmaceutical  products using its portfolio of functional  proteomics
solutions and collection of proprietary signal transduction pathway information.
The Company  expects to complete its review of these  strategic  alternatives by
the end of the third quarter of 2002.

Results of Operations

Three Months Ended June 30, 2002 and 2001

      Revenues.  Total revenues for the second quarter of 2002 were $3.2 million
compared  to $2.9  million for the same period in 2001.  The  increase  from the
prior year period is due to higher product related revenues, partially offset by
lower license and contract  revenues.  Product related revenues,  which included
product sales and royalties, accounted for 98% and 91% of total revenues for the
second quarters of 2002 and 2001,  respectively.  License and contract  revenues
accounted for the remainder of revenues.

       Product related revenues for the second quarter of 2002 were $3.1 million
compared  to $2.6  million  for the same  period in 2001.  Sales of  ProstaScint
accounted for 64% and 69% of product related  revenues in the second quarters of
2002 and 2001, respectively, while Quadramet royalties accounted for 16% and 23%


                                       10

<PAGE>
of  product  related  revenues  for  such  quarters,   respectively.   Sales  of
ProstaScint  were $2.0 million for the second quarter of 2002,  $182,000  higher
than the $1.8 million  recorded in the second 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 such initiatives will significantly increase
the sales of ProstaScint.

         Sales of BrachySeed during the second quarter of 2002 were $565,000 and
accounted for 18% of product related  revenues,  compared to $70,000 recorded in
the same period of 2001.  Since the market  introduction of BrachySeed  I-125 in
February  2001, the Company has increased its  penetration of the  brachytherapy
iodine market resulting in consistent  quarter-over-quarter  growth.  BrachySeed
sales in 2002 also  include the initial  sale of  BrachySeed  Pd-103,  which was
launched  in May 2002.  There can be no  assurance,  however,  as to the  market
acceptance  of the  BrachySeed  I-125 and  Pd-103 or  whether  the sale of these
products will significantly increase the revenues of the Company.

         Sales of OncoScint CR/OV during the second quarter of 2002 were $56,000
compared to $145,000 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 second quarter of 2002 were $510,000, $85,000
less  than the  $595,000  reported  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 and contract revenues for the second quarter of 2002 were $65,000
compared to $257,000 for the same period of 2001.  As a result of the  Company's
adoption of  Securities  and Exchange  Commission's  Staff  Accounting  Bulletin
No.101 (SAB 101) in 2000,  license  revenues include the recognition of deferred
revenues  from  certain   up-front,   non-refundable   license  fees  previously
recognized in prior years.  License and contract revenues have fluctuated in the
past and will continue to fluctuate in the future.

        Operating  Expenses.  Total operating expenses for the second quarter of
2002 were $6.4 million  compared to $6.1 million recorded in the same quarter of
2001.  The  increase  from the prior year period is  attributable  primarily  to
increased   product  costs  related  to  higher   product  sales  and  increased
development costs associated with PSMA Development  Company LLC, a joint venture
between  Cytogen  and  Progenics  Pharmaceuticals,  Inc.  ("Progenics")  for the
development of in vivo  immunotherapies  utilizing  prostate  specific  membrane
antigen,  or PSMA. The increase is partially  reduced by decreased  research and
development  expenses related to the signal transduction  research activities at
AxCell and the development of a new manufacturing  and purification  process for
ProstaScint.


                                       11

<PAGE>
        Cost of product for the second quarter of 2002 was $1.2 million compared
to $644,000  recorded in the same period of 2001.  The  increase  from the prior
year period is primarily due to the increase in sales of our BrachySeed products
which carry a lower margin and a $140,000 charge to reserve for excess inventory
for  ProstaScint,  partially  offset by lower facility  related costs associated
with the manufacturing of ProstaScint.

      Research and development expenses for the second quarter of 2002 were $1.7
million  compared  to $2.5  million  recorded  in the same  period of 2001.  The
decrease from the prior year period is attributable primarily to decreased costs
associated with the AxCell's signal  transduction  inhibitors  research programs
and  the  development  of a  new  manufacturing  and  purification  process  for
ProstaScint.  During the second quarters of 2002 and 2001, the Company  invested
$1.0 million and $1.2 million,  respectively,  in AxCell's  signal  transduction
research activities, and $352,000 and $856,000, respectively, in the development
of a new  manufacturing  process  for  ProstaScint.  The  Company  is  exploring
strategic  alternatives  for AxCell,  that would allow the Company to reduce its
cash  expenditures  relating  to  AxCell  in  order  to  leverage  its  oncology
franchise.  Funding  for the  development  of a new  manufacturing  process  for
ProstaScint has been put on hold pending  further  evaluation of the development
results.

         The Company's share in the equity loss in the PSMA Development LLC, our
joint venture with  Progenics  Pharmaceuticals,  Inc.,  was $595,000  during the
second  quarter of 2002 and  represented  50% of the Joint  Venture's  operating
results.  The Joint  Venture is equally  owned by Cytogen and  Progenics and 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 in the future to fund its share of the development costs from
the Joint Venture.

        Selling and marketing expenses were $1.6 million for each second quarter
in 2001 and 2002. These expenses  reflects costs associated with the launches of
BrachySeed I-125 in 2001 and BrachySeed Pd-103 in 2002.

         General and administrative expenses for the second quarter of 2002 were
$1.2 million  compared to $1.3 million for the  comparable  period in 2001.  The
decrease  from the prior year period is due  primarily to decreased  spending in
legal and professional fees.

        Interest Income/Expense.  Interest income for the second quarter of 2002
was  $72,000  compared to  $156,000  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 second  quarter of 2002 was
$42,000  compared to $44,000  recorded in the same period of 2001.  The interest
expenses included finance charges related with various equipment leases.

     Net Loss. Net loss for the second quarter of 2002 was $3.2 million compared
to $3.1 million  reported in the second  quarter of 2001. The net loss per share
for the second quarter of 2002 was $0.04 based on weighted average common shares
outstanding  of 83.1 million  compared to a net loss per share of $0.04 based on
the weighted  average  common  shares  outstanding  of 77.4 million for the same
period in 2001.


                                       12
<PAGE>
Six months ended June 30, 2002 and 2001

         Revenues.  Total revenues for the first half of 2002 and 2001 were $6.5
million and $5.9 million,  respectively. The increase from the prior year period
is due to higher product related revenues, partially offset by lower license and
contract  revenues.  Product related revenues,  which included product sales and
royalties,  accounted for 96% of total revenues in 2002 compared to 92% from the
comparable  period of 2001.  License and  contract  revenues  accounted  for the
remainder  of revenues.  For the fiscal year 2002,  the Company  projects  total
revenues to be in the range of $12.5 million to $14.5 million.

         Product related revenues for the first  half of 2002 and 2001 were $6.2
million and $5.4 million,  respectively.  Sales of ProstaScint accounted for 65%
and 75% of  product  related  revenues  in the  first  half of  2002  and  2001,
respectively,  while  Quadramet  royalties  accounted for 16% and 19% of product
related revenues for such periods, respectively.  Sales of ProstaScint were $4.0
million  for  each  of the  first  half of  2001  and  2002.  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 such initiatives will significantly increase
the sales of ProstaScint. Royalties from Quadramet were $1.0 million for each of
the first half of 2001 and 2002.  Quadramet  royalties are based on net sales of
Quadramet by Berlex.

         Sales of  BrachySeed  for the first half of 2002 were $1.0 million  and
accounted for 16% of product related revenues,  compared to $104,000 recorded in
the same period of 2001. The increase from prior year period is due to increased
market penetration of BrachySeed I-125 since its market introduction in February
2001,  and to the initial sale of BrachySeed  Pd-103,  which was launched in May
2002.  Sales of BrachySeed  Pd-103 have not been  substantial to date, since the
product  is  still in the  initial  launch  phase.  There  can be no  assurance,
however,  as to the market  acceptance of BrachySeed I-125 and Pd-103 or whether
the sale of these  products  will  significantly  increase  the  revenues of the
Company.

      Sales of OncoScint CR/OV were $110,000 in 2002 compared to $225,000 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.

         License  and contract revenues for the first half of 2002 and 2001 were
$280,000 and $472,000,  respectively.  As a result of the Company's  adoption of
SAB 101 in 2000, license revenues for both 2002 and 2001 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 half of 2002
were $14.7 million compared to $11.9 million recorded in 2001. The increase from
the  prior  year  period  is  attributable  primarily  to a  one-time,  non-cash
milestone of $2.0 million related to the progress of the dendritic cell prostate
cancer clinical trials at Northwest  Biotherapeutics,  Inc. ("Northwest") and to
increased  development  costs associated with the PSMA Development  Company LLC.


                                       13

<PAGE>

For fiscal year 2002, the Company projects total operating  expenses,  excluding
cost of sales and one-time non-cash charges, to be in the range of $20.0 million
to $22.0 million.

         Cost of product for the first half of 2002 was $2.3 million compared to
$1.8 million in the same period of the prior year.  The increase  from the prior
year  period  is due  primarily  to the  increase  in  sales  of our  BrachySeed
products,  which  carry a lower  margin and to a $157,000  charge to reserve for
excess  inventory  for  OncoScint and  ProstaScint,  partially  reduced by lower
facility related costs associated with the manufacturing of ProstaScint.

         Research and development expenses  for the first half of 2002 were $5.5
million  compared  to $4.2  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  of $2.0 million  related to the progress of dendritic  cell
prostate cancer  clinical trials at Northwest,  partly offset by decreased costs
associated with the AxCell's signal  transduction  inhibitors  research programs
and  the  development  of a  new  manufacturing  and  purification  process  for
ProstaScint.  During the first six months of 2002 and 2001, the Company invested
$2.3 million and $2.4 million,  respectively,  in AxCell's  signal  transduction
research activities, and $583,000 and $900,000 respectively,  in the development
of a new  manufacturing  process  for  ProstaScint.  The  Company  is  exploring
strategic  alternatives  for AxCell,  that would allow the Company to reduce its
cash  expenditures  relating  to  AxCell  in  order  to  leverage  its  oncology
franchise.  Funding for the development of a new purification and  manufacturing
process for ProstaScint  has been put on hold pending further  evaluation of the
development results.

         The Company's share in the equity loss in the PSMA Development LLC, our
joint venture with Progenics Pharmaceuticals,  Inc., was $1.1 million during the
first half of 2002 and represented 50% of the Joint Venture's operating results.
The Joint  Venture is equally  owned by Cytogen  and  Progenics  and 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 in the  future 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 $3.1  million for the first half of
2002 compared to $3.3 million in the same period of 2001.  The decrease from the
prior year period is due primarily to the 2001 launch of BrachSeed I-125.

        General and administrative expenses for the first half of 2002 were $2.7
million compared to $2.5 million for the comparable period in 2001. The increase
from the prior year period is due in part to stock based  compensation for a key
employee.

        Interest Income/Expense.  Interest income for the first half of 2002 was
$149,000  compared to $377,000 recorded in the same period of 2001. The decrease
from the prior year period is due a lower average yield on  investments in 2002.
Interest  expense  for the first half of 2002 was  $84,000  compared  to $92,000
recorded in the same period of 2001.  The  interest  expenses  included  finance
charges related with various equipment leases.


                                       14
<PAGE>

      Net Loss. Net loss for the first half of 2002 was $8.2 million compared to
$5.7 million recorded in the same period of 2001. The net loss per share for the
first half of 2002 was $0.10 based on weighted average common shares outstanding
of 82.2 million  compared to a net loss per share of $0.07 based on the weighted
average  common shares  outstanding of 76.8 million for the same period in 2001.
The 2002 net loss  included  a  one-time,  non-cash  milestone  of $2.0  million
related to the progress of dendritic  cell prostate  cancer  clinical  trials at
Northwest.

Liquidity and Capital Resources

       The Company's cash and cash equivalents were $18.9 million as of June 30,
2002,  compared to $11.3  million as of  December  31,  2001.  The cash used for
operating  activities  for the six months  ended June 30, 2002 was $4.9  million
compared to $7.1 million in the same period of 2001. The decrease from the prior
year period is due primarily to the improved  working capital  management and to
the build-up of  ProstaScint  inventory in 2001 as the Company is in the process
of seeking a new manufacturer of ProstaScint.  For fiscal year 2002, the Company
projects  that cash used in  operations  will be in the range of $9.5 million to
$10.5 million.

     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.

        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.  As of June 30,  2002 the
Company  has  registered  7,137,365  shares of common  stock  under  such  shelf
registration  statement and a total of 2,862,635  shares of the Company's common
stock remain available to be registered.

         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 June 2002,  the Company
sold an  additional  4,166,700  shares of Cytogen  common stock for an aggregate
purchase  price of $5.0  million or $1.20 per share.  Pursuant to its  agreement
with SWIB,  in January  2002 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.

         On June 18, 2002, the Company  received  approval from the stockholders
of the Company at the Company's  Annual Meeting to amend the Company's  By-Laws,
the 1995 Stock  Option Plan and the 1999  Non-Employee  Director  Plan to effect
such restrictions imposed pursuant to the SWIB financings.

         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


                                       15

<PAGE>

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.

         Beginning  in December  2001,  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 half of
2002 was a loss of $1.1 million.  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
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  during 2003. 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 capital from the
issuance  of debt or equity  securities,  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,


                                       16

<PAGE>
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.


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, when we have continuing involvement. 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


                                       17
<PAGE>

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.

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.  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.


                                       18
<PAGE>

PART II  -  OTHER INFORMATION

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

          On June 18, 2002, the Company held its annual meeting of  stockholders
          to (i) elect six directors;  (ii) to consider and vote upon a proposal
          to amend,  as required,  the  Company's  1995 Stock Option Plan,  1999
          Non-Employee Director Stock Option Plan and By-Laws, as applicable, to
          provide  that  without the  approval  of a majority  of the  Company's
          stockholders,  the Company  shall not:  (a) grant  stock  appreciation
          rights with an exercise  price that is less than the fair market value
          of the underlying  common stock; or (b)  effectively  amend or replace
          certain outstanding  equity-based awards in a manner that would result
          in  lower  exercise  prices,  accelerated  vesting  schedules  or  the
          issuance of restricted  stock;  and (iii) transact such other business
          as might be brought up before the meeting.

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

          (i)      Election of Directors:
<TABLE>
<CAPTION>
                                                           Against or                 Broker
                  Nominee                         For       Withheld   Abstentions  Non-Votes
                  -------                         ---      ----------  -----------  ---------
                  <S>                         <C>          <C>             <C>         <C>
                  John E. Bagalay Jr.         74,300,649    3,406,760      N/A         N/A
                  Stephen K. Carter           76,070,588    1,636,821      N/A         N/A
                  James A. Grigsby            75,784,639    1,922,770      N/A         N/A
                  Robert F. Hendrickson       65,408,808   12,298,601      N/A         N/A
                  Kevin G. Lokay              65,455,560   12,251,849      N/A         N/A
                  H. Joseph Reiser            76,224,110    1,483,299      N/A         N/A
</TABLE>

          (ii)      Proposal to amend,  as required,  the  Company's  1995 Stock
                    Option Plan,  1999  Non-Employee  Director Stock Option Plan
                    and  By-Laws,  as  applicable,  to provide  that without the
                    approval of a majority of the  Company's  stockholders,  the
                    Company shall not: (a) grant stock appreciation  rights with
                    an exercise price that is less than the fair market value of
                    the underlying  common stock;  or (b)  effectively  amend or
                    replace certain outstanding  equity-based awards in a manner
                    that  would  result in lower  exercise  prices,  accelerated
                    vesting schedules or the issuance of restricted stock.

                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                           Against or                 Broker
                                                  For       Withheld   Abstentions  Non-Votes
                                                  ---      ----------  -----------  ---------
                                              <S>           <C>          <C>           <C>
                                              74,495,767    2,807,028    404,614       N/A
</TABLE>

Item 6  -        Exhibits and Reports on Form 8-K

      (a) Exhibits:
          10.1 - Sublease Agreement by and between Cytogen  Corporation and Hale
               and Dorr, LLP dated as of May 23, 2002. Filed herewith.

          10.2 - Addendum to Stock Exchange Agreement among Cytogen  Corporation
               and the Shareholders and Debt holders of Prostagen, Inc. dated as
               of May 14,  2002,  and  amended  as of  August  13,  2002.  Filed
               herewith.

          99.1 -  Certification  of Disclosure on Form 10-Q for the period ended
               June 30, 2002 by H. Joseph Reiser,  President and Chief Executive
               Officer of Cytogen Corporation. Filed herewith.

          99.2 -  Certification  of Disclosure on Form 10-Q for the period ended
               June 30, 2002 by Lawrence R.  Hoffman,  Vice  President and Chief
               Financial Officer of Cytogen Corporation. Filed herewith.

      (b) Reports on Form 8-K

                  During the three months ended June 30, 2002, the Company filed
          with the  Securities  and Exchange  Commission  four Current Report on
          Form 8-K and Form  8-K/A.  The Form 8-K and Form  8-K/A  dated May 20,
          2002,  reported  on  "Item  4.  Changes  in  Registrant's   Certifying
          Accountant" the change of the Company's independent public accountants
          to KPMG LLP for the fiscal year  ending  December  31, 2002  replacing
          Arthur Andersen LLP, effective immediately. The Form 8-K dated May 29,
          2002, reported on "Item 5. Other Events" the followings:  i) Cytogen's
          launch of Draxis Health's  BrachySeed  Palladium Pd-103 product in the
          United  States  for  the  treatment  of  prostate  cancer  and ii) the
          Company's  financial guidance and strategic planning and operation for
          2002.  The Form 8-K dated  June 4,  2002,  reported  on "Item 5. Other
          Events" the sale of  4,166,700  shares of Cytogen  common stock to The
          State of Wisconsin Investment Board for an aggregate purchase price of
          approximately $5.0 million on June 4, 2002.


                                       20

<PAGE>

                                   SIGNATURES

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


                                CYTOGEN CORPORATION





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




Date August 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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