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 September 30, 1999

                                       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 333-02015
                        --------------------------------

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


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

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

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

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days: Yes X  No   .
                                             ---   ---

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

          Class                                  Outstanding at November 1, 1999
----------------------------                     -------------------------------
Common Stock, $.01 par value                                70,375,055

<PAGE>


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

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

                                                                            September 30,    December 31,
                                                                                1999             1998
                                                                            ------------     ------------
<S>                                                                          <C>             <C>
ASSETS:
Current Assets:
    Cash and cash equivalents .............................................  $   6,660       $   3,015
    Short-term investments ................................................      2,361              --
    Receivable on common stock sold .......................................         --           2,500
    Accounts receivable, net ..............................................      2,822           1,362
    Inventories ...........................................................        205             250
    Other current assets ..................................................        626             330
                                                                             ---------       ---------
       Total current assets ...............................................     12,674           7,457
                                                                             ---------       ---------

Property and Equipment:
    Leasehold improvements ................................................      9,075           9,438
    Equipment and furniture ...............................................      5,049           7,350
                                                                             ---------       ---------
                                                                                14,124          16,788

    Less-Accumulated depreciation and amortization ........................    (12,419)        (14,163)
                                                                             ---------       ---------

       Net property and equipment .........................................      1,705           2,625
                                                                             ---------       ---------

Other Assets ..............................................................      1,467             818
                                                                             ---------       ---------

                                                                             $  15,846       $  10,900
                                                                             =========       =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
    Current portion of long-term liabilities ..............................  $     129       $     848
    Accounts payable and accrued liabilities ..............................      4,465           7,386
                                                                             ---------       ---------
         Total current liabilities ........................................      4,594           8,234
                                                                             ---------       ---------

Long-Term Liabilities .....................................................      2,303           2,223
                                                                             ---------       ---------

Stockholders' Equity:
  Preferred stock, $.01 par value, 5,400,000 shares authorized -
    Series C Junior Participating Preferred Stock, $.01 par value,
      200,000 shares authorized, none issued and outstanding .............          --              --
  Common stock, $.01 par value, 89,600,000 shares authorized,
    70,375,000 and 61,950,000 shares issued and outstanding
      in 1999 and 1998, respectively ......................................        704             619
    Additional paid-in capital ............................................    310,796         301,836
    Accumulated deficit ...................................................   (302,551)       (302,012)
                                                                             ---------       ---------
       Total stockholders' equity .........................................      8,949             443
                                                                             ---------       ---------
                                                                             $  15,846       $  10,900
                                                                             =========       =========

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

                                                       2
<PAGE>


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

                                                                   Three Months            Nine Months
                                                               Ended September 30,     Ended September 30,
                                                              --------------------    --------------------
                                                                1999        1998         1999       1998
                                                              --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>
Revenues:
    Product related:
       ProstaScint .......................................... $  1,646    $  1,597    $  4,899    $  4,593
       Quadramet ............................................       --         735          --         955
       Others ...............................................      188         228         509         696
                                                              --------    --------    --------    --------
                 Total product sales ........................    1,834       2,560       5,408       6,244

       Quadramet royalties ..................................      245          --         706       1,664
                                                              --------    --------    --------    --------
                 Total product related ......................    2,079       2,560       6,114       7,908

    License and contract ....................................      267         210       3,006       1,456
                                                              --------    --------    --------    --------
                 Total revenues .............................    2,346       2,770       9,120       9,364
                                                              --------    --------    --------    --------
Operating Expenses:
    Cost of product and contract manufacturing revenues .....      955       2,255       3,229       6,090
    Research and development ................................      708       2,579       2,746       8,341
    Acquisition of technology rights ........................       --          --       1,214          --
    Equity loss in Targon subsidiary ........................       --          --          --       1,020
    Selling and marketing ...................................    1,094       1,247       3,122       3,581
    General and administrative ..............................      892       3,212       2,784       5,833
                                                              --------    --------    --------    --------

                 Total operating expenses ...................    3,649       9,293      13,095      24,865
                                                              --------    --------    --------    --------

                 Operating loss .............................   (1,303)     (6,523)     (3,975)    (15,501)

Gain on sale of laboratory and
    manufacturing facilities ................................       --          --       3,298          --
Gain on sale of Targon subsidiary ...........................       --       2,833          --       2,833
Interest income  ...........................................       131         109         282         537
Interest expense ............................................      (60)        (97)       (144)       (535)
                                                              --------    --------    --------    --------

Net loss ...................................................    (1,232)     (3,678)       (539)    (12,666)
Dividends on series B preferred stock .......................       --          --          --        (119)
                                                              --------    --------    --------    --------

Net loss to common stockholders ............................. $ (1,232)   $ (3,678)   $   (539)   $(12,785)
                                                              ========    ========    ========    ========

Basic and diluted net loss per common share ................. $  (0.02)   $  (0.06)   $  (0.01)   $  (0.23)
                                                               ========    ========   ========    ========

Basic and diluted weighted average
    common shares outstanding ................................  68,757      58,149      66,204      55,426
                                                              ========    ========    ========    ========

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

                                                                3
<PAGE>


                                           CYTOGEN CORPORATION AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (All amounts in thousands)
                                                        (Unaudited)
<TABLE>
<CAPTION>
                                                                            Nine Months Ended September 30,
                                                                            -------------------------------
                                                                                  1999            1998
                                                                               ---------       ---------
<S>                                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss  ...................................................................  $   (539)       $(12,666)
                                                                               --------        --------
Adjustments to reconcile net loss to cash used for operating activities:
       Acquisition of technology rights .....................................     1,214              --
       Depreciation and amortization ........................................       786             974
       Imputed interest .....................................................       (33)             81
       Stock option and warrant grants ......................................       122              32
       Write down of assets .................................................        79              --
       Gain on sale of laboratory and manufacturing facilities ..............    (3,298)             --
       Gain on sale of Targon subsidiary ....................................        --          (2,833)
       Equity loss in Targon subsidiary .....................................        --           1,020
       Changes in assets and liabilities:
           Accounts receivable, net .........................................    (1,421)          2,868
           Inventories ......................................................        45             316
           Other assets .....................................................      (151)            (91)
           Accounts payable and accrued liabilities .........................    (3,660)          2,010
           Other liabilities ................................................        71              87
                                                                               --------        --------

                          Total adjustments .................................    (6,246)          4,464
                                                                               --------        --------

         Net cash used for operating activities .............................    (6,785)         (8,202)
                                                                               --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash acquired from Prostagen, Inc. (see Note 2) .........................       550              --
Net proceeds from sale of laboratory and
  manufacturing facilities ..................................................     3,584              --
Proceeds from sale of Targon subsidiary .....................................        --           2,000
Purchases of short-term investments .........................................    (2,361)             --
Purchases of property and equipment .........................................      (139)           (109)
                                                                               --------        --------

         Net cash provided by investing activities ..........................     1,634           1,891
                                                                               --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ......................................     9,578              37
Proceeds from issuance of notes payable .....................................        --           2,000
Payment of long-term liabilities ............................................      (782)           (100)
                                                                               --------        --------

         Net cash provided by financing activities ..........................     8,796           1,937
                                                                               --------        --------

Net increase (decrease) in cash and cash equivalents ........................     3,645          (4,374)

Cash and cash equivalents, beginning of period ..............................     3,015           7,401
                                                                               --------        --------

Cash and cash equivalents, end of period ....................................  $  6,660        $  3,027
                                                                               ========        ========

                           The accompanying notes are an integral part of these statements

</TABLE>

                                                          4

<PAGE>

                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

     CYTOGEN  Corporation  ("CYTOGEN" or the  "Company") is a  biopharmaceutical
company engaged in the development,  commercialization and marketing of products
to improve  diagnosis  and  treatment of prostate  disease,  and of products for
unmet needs in the broader  urological and oncology  markets.  Cytogen has three
products on the market  including  ProstaScint(R)  prostate  cancer  diagnostic,
Quadramet(R)  treatment  for bone cancer pain from cancer that has spread to the
bone and OncoScint(R) imaging agent for colorectal and ovarian cancers.  Cytogen
also  holds the  intellectual  property  rights to  prostate  specific  membrane
antigen ("PSMA"), a unique antigen under development for  immunotherapeutic  and
other approaches, particularly in the area of prostate cancer.

Basis of Consolidation

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

Basis of Presentation

      The consolidated financial statements of CYTOGEN Corporation are unaudited
and include all adjustments  which in the opinion of management are necessary to
present  fairly the financial  condition and results of operations as of and for
the  periods  set  forth  in  the  Consolidated  Balance  Sheets,   Consolidated
Statements of Operations  and  Consolidated  Statements of Cash Flows.  All such
accounting  adjustments  are of a normal,  recurring  nature.  The  consolidated
financial  statements  do  not  include  all  of the  information  and  footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted accounting  principles and should be read in conjunction
with the  consolidated  financial  statements and notes thereto  included in the
Company's  Annual  Report on Form 10-K filed with the  Securities  and  Exchange
Commission,  which  includes  financial  statements as of and for the year ended
December  31,  1998.  The results of the  Company's  operations  for any interim
period are not necessarily indicative of the results of the Company's operations
for any other interim period or for a full year.

Cash and Cash Equivalents

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

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


Net Loss Per Share

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


2.  ACQUISITION OF PROSTAGEN, INC.:

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

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


3. PROGENICS PHARMACEUTICALS, INC. JOINT VENTURE:

         On June 15, 1999,  CYTOGEN  entered into a joint venture with Progenics
Pharmaceuticals,  Inc.  ("Progenics")  to  develop  vaccine  and  antibody-based
immunotherapeutic  products utilizing CYTOGEN's proprietary PSMA technology. The
joint venture will be owned  equally by CYTOGEN and  Progenics.  Progenics  will
fund up to $3 million of development costs of the program. After that point, the
Company  and  Progenics  will  equally  share the future  costs of the  program.
CYTOGEN has the exclusive North American  marketing rights on products developed
by the joint venture. In connection with the licensing of the PSMA technology to
the joint venture, CYTOGEN will receive $2 million in payments of which $500,000
was received in June 1999, with the balance to be paid in  installments  through

                                       6
<PAGE>

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


December 31, 2001. As a result,  CYTOGEN recorded  approximately $1.8 million in
license fee revenue  during the three months  ended June 30, 1999,  based on the
net present value of the future payments (using a discount rate of 10%).


4.  SALE OF LABORATORY AND MANUFACTURING FACILITIES:

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


5.  SALES OF CYTOGEN COMMON STOCK:

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

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


6.  SALE OF UNDEVELOPED LAND:

         In October 1999, the Company sold its  undeveloped  land in Ewing,  New
Jersey for net proceeds of $714,000.  As a result of the sale,  the Company will
recognize  a gain of  approximately  $54,000 in its  consolidated  statement  of
operations during the fourth quarter of 1999.


                                       7

<PAGE>

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations


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

      In July 1999, the Company submitted an application to sell $9.2 million of
state tax benefits pursuant to state legislation  permitting  certain New Jersey
corporations   to  sell  unused  net  operating  tax  losses  and  research  and
development  credits.  The Company has received notice of approval,  however, no
assurance can be given as to timing of closing of the sale of the benefits,  the
amount the  approval  may be for,  or the period  over which the  benefit may be
realized.

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

      In October  1999,  the Company  sold its  undeveloped  land in Ewing,  New
Jersey for net proceeds of $714,000.

      During  November 1999, the Company  reached an agreement in principle with
the Bard  Urological  Division of the C.R. Bard Company  ("Bard") to assume sole
responsibility for the marketing and sales of the Company's ProstaScint product,
and  to  phase  out  the  existing  co-marketing  agreement  (the  "Co-Marketing
Agreement") with Bard. The Company entered into the Co-Marketing  Agreement with
Bard in 1996 to market and promote ProstaScint. The transition is expected to be
concluded by mid-year 2000, with the co-marketing  agreement  terminated at that
time.  The Company has sales  personnel  marketing  the  ProstaScint  product at
present,  and is currently expanding its sales force.  However,  the Company has
limited  experience  in direct  selling and can not give any assurance as to the
impact on sales by assuming selling efforts itself.


Three months ended September 30, 1999 and 1998

      Revenues.  Total  revenues for the third quarter of 1999 were $2.3 million
compared to $2.8 million for the same period in 1998 with the decrease primarily
attributable  to lower  Quadramet  royalty  revenues during the third quarter of
1999 versus actual sales during the comparable period of 1998 (described below).
Product related revenues, which included product sales and royalties,  accounted
for 89% of total  revenues  in 1999,  versus  92% from the same  period of 1998.
License and contract revenues accounted for the remainder of revenues.

      Product  related  revenues for the third quarter of 1999 were $2.1 million
compared to $2.6 million for the same period in 1998.  ProstaScint accounted for
79% and 62% of product  related  revenues in the third quarter of 1999 and 1998,
respectively, while revenues from Quadramet accounted for 12% and 29% of product

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


related revenues,  respectively,  for the third quarters in 1999 and 1998. Sales
of ProstaScint were $1.6 million for both comparable  quarters of 1999 and 1998.
ProstaScint sales have experienced  growth since product launch,  but the growth
has been inconsistent. There can be no assurance that growth will continue.

    Revenues from  Quadramet were $245,000 in the third quarter of 1999 compared
to $735,000 of Quadramet revenues in the third quarter of 1998. Royalty revenues
during the third  quarter of 1999 were  reduced by $65,000 (for second and third
quarters of 1999)  related to product  distribution  agreements  between  Berlex
Laboratories ("Berlex") and its distributors. From the time of product launch in
1997 through June 1998, CYTOGEN recorded royalty revenues for Quadramet based on
minimum contractual payments,  which were in excess of actual sales.  Subsequent
to June 1998,  the minimum  royalty  arrangement  was  discontinued  and CYTOGEN
recorded  product  revenues from Quadramet  based on actual sales.  Beginning in
1999,  Quadramet  royalties  are  based on net  sales of  Quadramet  by  Berlex,
CYTOGEN's  marketing  partner for  Quadramet.  Berlex  relaunched the product in
March 1999.  Although CYTOGEN believes that Berlex is an advantageous  marketing
partner,  and that the  product  offers  clinical  advantages,  there  can be no
assurance that Quadramet will,  following the re-launch of the product,  achieve
market  acceptance on a timely basis or  sufficiently  to result in  significant
revenues for CYTOGEN.

      Other product sales  included  revenues  from  OncoScint  CR/OV which were
$188,000 in 1999  compared to $214,000  in the  comparable  period of 1998.  The
Company sells OncoScint for diagnostic use in ovarian and colorectal cancer. The
Company is  experiencing  competition in the colorectal  market and expects this
competition to increase.

      License and contract  revenues for the third quarter of 1999 and 1998 were
$267,000  and  $210,000,  respectively,  and  included  $102,000 and $229,000 of
contract manufacturing revenues in 1999 and 1998,  respectively.  The Company is
phasing  out  contract   manufacturing   services,   due  to  the  sale  of  the
manufacturing  facility  earlier  this year,  and  expects to receive no further
revenues from this service after 1999.  License and contract  research  revenues
have fluctuated in the past and may fluctuate in the future.

      Operating Expenses. Total operating expenses for the third quarter of 1999
were $3.6  million  compared to $9.3  million  recorded in the third  quarter of
1998.  The decrease from the prior year period was a result of savings  realized
from  various  actions  taken  in  1999  and  1998,  including  the  sale of the
manufacturing  facility  which reduced the cost of  manufacturing  the Company's
products,  closure of the Cellcor Inc. ("Cellcor") subsidiary in September 1998,
corporate downsizing,  and the curtailing of certain basic research and clinical
programs. The savings over the prior year period included $1.3 million from cost
of product and contract  manufacturing  revenues,  $1.8 million from the Cellcor
closure,  $1.1 million from the  termination  and  curtailing  of certain  basic
research and  clinical  programs,  and $1.3  million  from the cost  containment
efforts in general and  administrative  services and from the 1998 restructuring
costs  associated with the  implementation  of a turn-around  plan and corporate
downsizing.

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


      Cost of product and contract  manufacturing revenues for the third quarter
of 1999 were  $955,000  compared to $2.3 million  recorded in the same period of
the prior year.  The  decrease  from the prior year  period is due to  decreased
contract  manufacturing  costs associated with decreased contract  manufacturing
activities in 1999, lower manufacturing costs for ProstaScint, OncoScint and the
elimination  of Quadramet  manufacturing  costs which were included in the third
quarter of 1998. Under a January 1999 agreement with Purdue,  employees involved
in  manufacturing  will remain CYTOGEN  employees,  but Purdue will absorb their
labor  costs  except  for time  spent on  manufacturing  CYTOGEN  products.  The
majority of maintenance and facility related costs are absorbed by Purdue. Under
that agreement, CYTOGEN manufacturing employees may be hired by Purdue.

      Research  and  development  expenses  for the third  quarter  of 1999 were
$708,000  compared to $2.6  million  recorded  in the same  period of 1998.  The
decrease  from the prior year period is due to the  curtailing of certain of the
Company's  product  development  efforts  including the closure of Cellcor,  the
termination  of certain  basic  research  programs and the scale back of various
clinical programs.

      Selling and marketing expenses were $1.1 million for third quarter of 1999
compared to $1.2 million in the same period of 1998.  These expenses reflect the
marketing efforts for ProstaScint product and expenses to establish and maintain
the PIE(TM) ("Partners in Excellence")  program, a network of accredited nuclear
medicine  imaging  centers  ("PIE Site") that are certified as proficient in the
interpreting of the ProstScint scans. As of October 25, 1999, there were 299 PIE
Sites.  The  decrease in  expenditures  over the prior year period is due to the
timing of certain  marketing  programs  and these  expenses may  fluctuate  from
quarter to quarter  and may  increase  over time as  product  marketing  efforts
increase.

      General and  administrative  expenses  for the third  quarter of 1999 were
$892,000  compared  to $3.2  million  for the  comparable  period  in 1998.  The
decrease  from  the  prior  year  is due to  various  cost  containment  efforts
implemented in 1999 and 1998, the 1998  restructuring  costs associated with the
implementation of a turn-around plan, Cellcor closure, and corporate downsizing.

      Interest Income/Expense. Interest income for the third quarter of 1999 was
$131,000  compared to $109,000 in the same period of 1998. The increase from the
prior  year  period  is due to higher  average  cash and  short-term  investment
balances for the periods.

      Interest  expense for the third  quarter of 1999 was  $60,000  compared to
$97,000 recorded in the same period of 1998. The decrease from the prior year is
due to the 1998 imputed  interest  relating to an  agreement  to  reacquire  the
marketing rights to OncoScint CR/OV.

       Net Loss. Net loss to common  stockholders  for the third quarter in 1999
was $1.2  million  compared to a net loss of $3.7  million  incurred in the same
period of 1998. The net loss per common share was $0.02 on 68.8 million  average
common shares  outstanding  compared to a loss of $0.06 on 58.1 million  average
common shares outstanding for the same period in 1998.

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


Nine months ended September 30, 1999 and 1998

      Revenues.  Total revenues for the nine months ended September 30, 1999 and
1998 were $9.1 million and $9.4 million, respectively. Product related revenues,
which included product sales and royalties,  accounted for 67% of total revenues
in 1999  versus  84% in the  comparable  period of 1998.  License  and  contract
revenues accounted for the remainder of revenues.

      Product related  revenues for the nine months ended September 30, 1999 and
1998 were $6.1 million and $7.9 million, respectively. ProstaScint accounted for
80% and 58% of product  related  revenues  for the nine months in 1999 and 1998,
respectively, while revenues from Quadramet accounted for 12% and 33% of product
related  revenues for the nine months in 1999 and 1998,  respectively.  Sales of
ProstaScint were $4.9 million in 1999 compared to $4.6 million in 1998.

    Revenues  from  Quadramet  decreased  to $706,000  in the nine months  ended
September  30, 1999 from $2.6 million in the same period of 1998.  From the time
of product launch in 1997 through June 1998,  CYTOGEN  recorded royalty revenues
for Quadramet  based on minimum  contractual  payments,  which were in excess of
actual  sales.  Subsequent to June 1998,  the minimum  royalty  arrangement  was
discontinued  and CYTOGEN  recorded  product  revenues from  Quadramet  based on
actual sales.  Beginning in 1999, the Quadramet royalties are based on net sales
of Quadramet by Berlex.

      Other  product  sales,  including  revenues  from  OncoScint  CR/OV,  were
$509,000 in 1999  compared to $696,000  in the  comparable  period of 1998.  The
decrease  from the prior year is due,  in part,  to the  discontinuation  of the
autolymphocyte  therapy  treatment  program resulted from the closure of Cellcor
subsidiary.  Revenues from OncoScint CR/OV were $500,000 in 1999 versus $645,000
in the same  period of 1998.  The  decrease in  OncoScint  sales was a result of
increased competition in the colorectal market.

      License and contract revenues for the nine months ended September 30, 1999
and 1998 were $3.0 million and $1.5 million, respectively, and included $603,000
and  $1.1  million  of  contract   manufacturing  revenues  in  1999  and  1998,
respectively.  The Company is phasing out  contract  manufacturing  services and
expects to receive no further  revenues from this service  after 1999.  The 1999
license fee included  $1.8  million of revenue  from the  licensing of PSMA to a
joint venture  formed by CYTOGEN and Progenics  (see Note 3 to the  Consolidated
Financial Statements).

      Operating  Expenses.  Total  operating  expenses for the nine months ended
September  30, 1999 were $13.1  million and  included a non-cash  charge of $1.2
million  related to the acquisition of technology  rights from Prostagen.  Total
operating  expenses for the comparable  period in 1998 were $24.9  million.  The
decrease  from the prior  year  period  was a result of  savings  realized  from
various actions taken in 1999 and 1998,  including the sale of the manufacturing
facility which reduced the cost of manufacturing the Company's products, closure
of the Cellcor  subsidiary,  corporate  downsizing,  the  termination of product

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


development  efforts  through  Targon,  and the  termination  and  curtailing of
certain basic  research and clinical  programs.  The savings over the prior year
period  included  $2.8 million  from cost of product and contract  manufacturing
revenues, $4.0 million from the Cellcor closure, $1.0 million due to the sale of
Targon,  $2.7 million from the  termination  and  curtailment  of certain  basic
research and clinical programs,  and $1.9 million from cost containment  efforts
in general and  administrative  services and from the 1998  restructuring  costs
associated  with  the   implementation  of  a  turn-around  plan  and  corporate
downsizing.

      Cost of product and  contract  manufacturing  revenues for the nine months
ended September 30, 1999 were $3.2 million  compared to $6.1 million recorded in
the same period of the prior year.  The  decrease  from the prior year period is
due to decreased contract manufacturing costs associated with decreased contract
manufacturing  activities  in 1999 and lower  manufacturing  costs  for  CYTOGEN
products.

      Research and development  expenses for the nine months ended September 30,
1999 were $2.7 million  compared to $8.3 million  recorded in the same period of
1998.  The  decrease  from the prior  year  period is due to the  curtailing  of
certain of the Company's  product  development  efforts including the closure of
Cellcor,  the  termination  of basic  research  programs  and the scale  back of
various clinical programs.

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

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

      Selling and marketing expenses were $3.1 million for the nine months ended
September  30, 1999  compared to $3.6 million in the same period of 1998.  These
expenses reflect the marketing  efforts for ProstaScint  product and expenses to
establish and maintain PIE program.  The decrease in expenditures over the prior
year period is due to the timing of certain marketing programs.

      General and  administrative  expenses for the nine months ended  September
30, 1999 were $2.8 million compared to $5.8 million for the comparable period in
1998.  The  decrease  from the prior  year is due to  various  cost  containment
efforts  implemented  in 1999 and 1998,  including  the  closure of Cellcor  and
corporate  downsizing,  and to the 1998 restructuring  costs including severance
and implementation of a turn-around plan.

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

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


      Interest  Income/Expense.  Interest  income  for  the  nine  months  ended
September 30, 1999 was $282,000 compared to $537,000 in the same period of 1998.
Interest income during 1998 included interest realized from a $10.0 million note
due from  Targon,  which was  canceled as a result of the sale of the  Company's
interest in Targon.

      Interest expense for the nine months ended September 30, 1999 was $144,000
compared to  $535,000  recorded  in the same  period of 1998.  Interest  expense
during 1998 included interest  associated with a $10.0 million note due to Elan,
which was canceled as a result of the sale of the Company's  interest in Targon,
and imputed interest  relating to an agreement to reacquire the marketing rights
to OncoScint CR/OV.

      Net  Loss.  Net loss to  common  stockholders  for the nine  months  ended
September 30, 1999 was $539,000 compared to a net loss of $12.8 million incurred
in the same  period  of 1998.  The net loss per  common  share was $0.01 on 66.2
million  average common shares  outstanding  compared to a loss of $0.23 on 55.4
million average common shares outstanding for the same period in 1998.


Liquidity and Capital Resources

      The Company's cash, cash equivalents and short-term  investments were $9.0
million as of September  30,  1999,  compared to $3.0 million as of December 31,
1998. The cash used for operating activities for the nine months ended September
30, 1999 was $6.8 million  versus $8.2 million in the same period of 1998.  Cash
used for  operating  activities  during  1999  included a final  payment of $1.0
million to The  Dupont  Pharmaceuticals  Company  ("Dupont")  for the  Quadramet
manufacturing  commitment,  and  payments of various  1998  restructuring  costs
including severances.

      Historically,  the  Company's  primary  sources of cash have been proceeds
from the issuance and sale of its stock  through  public  offerings  and private
placements,  product related revenues,  revenues from contract manufacturing and
research services, fees paid under its license agreements and interest earned on
its cash and short term  investments.  In October  1999,  the  Company  sold its
undeveloped  land in Ewing,  New Jersey for net  proceeds  of  $714,000  and the
Company  received  approval for the sale of its unused net  operating tax losses
and  research  and  development  credits by the State of New Jersey.  The amount
available for sale is yet to be determined.

      In August  1999,  the Company  sold to the State of  Wisconsin  Investment
Board  3,105,590  shares of CYTOGEN  common stock at an aggregate  price of $5.0
million or $1.61 per share.  As a result of this funding the Company  terminated
the remaining  $11.5 million of a $12 million  equity line  agreement,  that was
entered into in October 1998, and has deregistered  shares which were previously
registered with the SEC to be issued under the facility.


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


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

      In  January  1999,  the  Company  sold its  manufacturing  and  laboratory
facilities for $3.9 million, of which $744,000 of the proceeds was used to repay
the  outstanding  balance of a term loan entered in 1998.  In addition,  CYTOGEN
sold 2,666,667  shares to a subsidiary of The Hillman Company at $0.75 per share
for a total  of  $2.0  million.  The  shares  were  sold  under  a  registration
statement.

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

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

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

      In 1996,  CYTOGEN  entered into the  Co-Marketing  Agreement to market and
promote  ProstaScint.  The Bard  Co-Marketing  Agreement is being terminated and
expected to be concluded  by mid-year  2000.  The Company will  continue to make
commission  payments  to Bard at a  declining  rate.  In the nine  months  ended
September  30,  1999 and 1998,  the  Company  recorded  $489,000  and  $550,000,
respectively, for Bard commissions.

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

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


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

      The Company has incurred  negative  cash flows from  operations  since its
inception,  and has  expended,  and expects to continue to expend in the future,
substantial funds to complete its planned product development efforts, including
acquisition   of  products   and   complementary   technologies,   research  and
development,  clinical  studies and  regulatory  activities,  and to further its
marketing and sales. The Company expects that its existing capital  resources as
of September 30, 1999,  together with the net proceed of $714,000 from a sale of
the  undeveloped  land in October  1999 and  decreased  operating  costs will be
adequate to fund the  Company's  operations  through the year 2000. No assurance
can be given  that the  Company  will not  consume a  significant  amount of its
available  resources before that time. In addition,  the Company expects that it
will have additional  requirements  for debt or equity capital,  irrespective of
whether and when it reaches profitability,  for further development of products,
product and technology acquisition costs, and working capital.

      The Company's  future capital  requirements  and the adequacy of available
funds   will   depend   on   numerous   factors,    including   the   successful
commercialization of its products,  the costs associated with the acquisition of
complementary  products and  technologies,  progress in its product  development
efforts, the magnitude and scope of such efforts, progress with clinical trials,
progress with regulatory affairs  activities,  the cost of filing,  prosecuting,
defending and enforcing  patent claims and other  intellectual  property rights,
competing technological and market developments,  and the expansion of strategic
alliances  for the  sales,  marketing,  manufacturing  and  distribution  of its
products.  To the extent that the  currently  available  funds and  revenues are
insufficient to meet current or planned operating requirements, the Company will
be  required  to obtain  additional  funds  through  equity  or debt  financing,
strategic  alliances  with  corporate  partners  and  others,  or through  other
sources.  Based on the Company's historical ability to raise capital and current
market  conditions,  the  Company  believes  other  financing  alternatives  are
available.  There can be no assurance that the financing  commitments  described
above or other financial  alternatives will be available when needed or at terms
commercially  acceptable  to the Company or that the Company would have adequate
authorized unissued shares available for issuance without stockholder  approval.
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

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


require the Company to relinquish rights to certain of its technologies, product
candidates,  products or potential markets. If adequate funds are not available,
the Company's  business,  financial  condition and results of operations will be
materially and adversely affected.


Year 2000 Compliance

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

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

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

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

      Contingency Plans. The Company has completed a contingency plan to address
a worst case year 2000 scenario.  This  contingency plan will be fully tested by
November 29, 1999.


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


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


         The foregoing  discussion  contains  historical  information as well as
forward looking statements that involve a number of risks and uncertainties.  In
addition to the risks  discussed  above,  among other  factors  that could cause
actual results to differ materially from expected results are the following: (i)
the Company's  ability to access the capital markets in the near term and in the
future for  continued  funding of existing  projects  and for the pursuit of new
projects;  (ii) the ability to attract and retain  personnel needed for business
operations  and  strategic  plans;  (iii) the  timing and  results  of  clinical
studies,  and  regulatory  approvals;  (iv) market  acceptance  of the Company's
products, including programs designed to facilitate use of the products, such as
the PIE Program;  (v) demonstration  over time of the efficacy and safety of the
Company's  products;  (vi)  the  degree  of  competition  from  existing  or new
products;  (vii) the  decision by the  majority of public and private  insurance
carriers on whether to reimburse patients for the Company's products; (viii) the
profitability  of its  products;  (ix) the ability to attract,  and the ultimate
success of, strategic partnering arrangements,  collaborations,  and acquisition
candidates;  (x) the  ability of the Company  and its  partners to identify  new
products as a result of those  collaborations  that are capable of achieving FDA
approval, that are cost-effective alternatives to existing products and that are
ultimately  accepted  by the key users of the  product;  (xi) the success of the
Company's  marketing partners in obtaining  marketing approvals in Canada and in
European  countries,  in achieving  milestones  and achieving  sales of products
resulting  in  royalties;  and (xii) the  ability to protect  and  practice  the
Company's intellectual property, including patents and know-how.


                                       17
<PAGE>

PART II  -  OTHER INFORMATION

Item 5      -       Other Information
------

               On September 22, 1999, the Company received a warning letter from
               the U.S.  Food and Drug  Administration  ("FDA")  relating to its
               former manufacturing  facilities.  The warning letter followed an
               inspection  of the  facilities  which was  concluded  during late
               Spring of 1999. The Company has cooperated  fully with the FDA in
               the  inspection  and has taken steps to correct the noted  items.
               The Company believes that it has resolved a majority of the items
               and  is  implementing  steps  to  address  the  remaining  items.
               Products  and  manufacturing  are not  affected  and the  Company
               believes that there are no product safety concerns.  The facility
               in which  manufacturing of the Company's products takes place was
               sold  to  a  third  party  in  January  1999,  and  manufacturing
               personnel  is being  phased to that party by year end.


Item 6(a)  -      Exhibits
---------

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





                                       18

<PAGE>



                                   SIGNATURES

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


                                        CYTOGEN CORPORATION





Date November 15, 1999                  By /s/ Jane M. Maida
     ---------------------                 -------------------------------------
                                           Jane M. Maida
                                           Chief Accounting Officer
                                           (Authorized Accounting Officer)





                                       19

<PAGE>