UNITED STATES
                       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, 2003
                                ------------------

                                       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 Organizatiion                            Identification Number)


           650 College Road East, Suite 3100, 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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). 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 10, 2003
---------------------------------               --------------------------------
Common Stock, $.01 par value                                 12,906,353


<PAGE>



                               CYTOGEN CORPORATION

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION..............................................  1

     Item 1.  Consolidated Financial Statements (unaudited).................  1

              Consolidated Balance Sheets as of September 30, 2003 and
                 December 31, 2002..........................................  2

              Consolidated Statements of Operations for the Three and Nine
                 Months Ended September 30, 2003 and 2002...................  3

              Consolidated Statements of Cash Flows for the Nine Months
                 Ended September 30, 2003 and 2002 .........................  4

              Notes to Consolidated Financial Statements....................  5

     Item 2.  Management's Discussion and Analysis of Financial Condition
                 and Results of Operations.................................. 13

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk.... 27

     Item 4.  Controls and Procedures....................................... 27

PART II.  OTHER INFORMATION................................................. 28

     Item 2.  Changes in Securities and Use of Proceeds..................... 28

     Item 5.  Other Information............................................. 30

     Item 6.  Exhibits and Reports on Form 8-K.............................. 30

SIGNATURES.................................................................. 33


                                      -i-
<PAGE>


                         PART I - FINANCIAL INFORMATION
                         ------------------------------
             Item 1 - Consolidated Financial Statements (unaudited)


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

                                                                         SEPTEMBER 30,   DECEMBER 31,
                                                                             2003            2002
                                                                        -------------   -------------
<S>                                                                       <C>           <C>
ASSETS:
Current assets:
  Cash and cash equivalents ......................................        $ 12,828         $ 14,725
  Accounts receivable, net .......................................           1,708            1,778
  Inventories ....................................................           2,357            1,262
  Other current assets ...........................................           1,199              643
                                                                          --------         --------

    Total current assets .........................................          18,092           18,408


Property and equipment, net ......................................             625            1,072
Quadramet license fee, net .......................................           7,888                -
Other assets .....................................................             686              414
                                                                          --------         --------


                                                                          $ 27,291         $ 19,894
                                                                          ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
  Current portion of long-term liabilities .......................        $     76         $     80
  Accounts payable and accrued liabilities .......................           5,796            4,427
  Deferred revenue ...............................................              31              385
                                                                          --------         --------

    Total current liabilities ....................................           5,903            4,892
                                                                          --------         --------

Long-term liabilities ............................................           2,534            2,614
                                                                          --------         --------

Deferred revenue .................................................               -            1,800
                                                                          --------         --------

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, 25,000,000 shares authorized,
    10,992,382 and 8,758,235 shares issued and outstanding
    at September 30, 2003 and December 31, 2002, respectively ....             110               88
  Additional paid-in capital .....................................         381,354          366,884
  Deferred compensation ..........................................              (1)              (4)
  Accumulated deficit ............................................        (362,609)        (356,380)
                                                                          --------         --------

    Total stockholders' equity ...................................          18,854           10,588
                                                                          --------         --------

                                                                          $ 27,291         $ 19,894
                                                                          ========         ========
</TABLE>
                The accompanying notes are an integral part of these statements.

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

<TABLE>
<CAPTION>
                                                           THREE MONTHS                      NINE MONTHS
                                                        ENDED SEPTEMBER 30,              ENDED SEPTEMBER 30,
                                                     -----------------------          -----------------------
                                                        2003          2002               2003          2002
                                                     ---------     ---------          ---------      --------
<S>                                                  <C>            <C>               <C>            <C>
REVENUES:
  Product related:
    ProstaScint ...................................  $  1,519       $  1,914          $  4,738       $  5,961
    Quadramet .....................................     1,159              -             1,159              -
    NMP22 BladderChek .............................       116              -               239              -
    BrachySeed ....................................         -            698               240          1,715
    OncoScint .....................................         -             48                 -            158
                                                     --------       --------          --------       --------
           Total product sales ....................     2,794          2,660             6,376          7,834

    Quadramet royalties ...........................       191            376             1,105          1,385
                                                     --------       --------          --------       --------
           Total product related ..................     2,985          3,036             7,481          9,219

    License and contract ..........................     2,520             65             2,827            345
                                                     --------       --------          --------       --------

           Total revenues .........................     5,505          3,101            10,308          9,564
                                                     --------       --------          --------       --------

OPERATING EXPENSES:
  Cost of product related revenues ................     2,154          1,154             3,964          3,449
  Research and development ........................       900          1,331             2,504          6,876
  Equity loss in joint venture ....................       714          1,006             2,680          2,114
  Selling and marketing ...........................     1,464          1,433             3,940          4,508
  General and administrative ......................     1,169          1,664             3,985          4,374
                                                     --------       --------          --------       --------

           Total operating expenses ...............     6,401          6,588            17,073         21,321
                                                     --------       --------          --------       --------

           Operating loss .........................      (896)        (3,487)           (6,765)       (11,757)

LOSS ON INVESTMENT ................................         -           (516)                -           (516)
INTEREST INCOME ...................................        32             75                91            224
INTEREST EXPENSE ..................................       (46)           (43)             (139)          (127)
                                                     --------       --------          --------       --------

           Loss before income taxes ...............      (910)        (3,971)           (6,813)       (12,176)

INCOME TAX BENEFIT ................................         -              -              (584)             -
                                                     --------       --------          --------       --------

NET LOSS ..........................................  $   (910)      $ (3,971)         $ (6,229)      $(12,176)
                                                     ========       ========          ========       ========

BASIC AND DILUTED NET LOSS PER SHARE ..............  $  (0.08)      $  (0.46)         $  (0.65)      $  (1.46)
                                                     ========       ========          ========       ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ........    10,866          8,660             9,570          8,353
                                                     ========       ========          ========       ========
</TABLE>

                The accompanying notes are an integral part of these statements.

                                                3
<PAGE>

                                 CYTOGEN CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (All amounts in thousands)
                                             (Unaudited)

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED SEPTEMBER 30,
                                                               -------------------------------
                                                                    2003              2002
                                                               ------------       ------------
<S>                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss    .................................................   $  (6,229)          $(12,176)
Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization ........................        544                 560
       Stock-based compensation expenses ....................        505                 781
       Amortization of deferred revenue .....................     (2,154)               (345)
       Stock-based milestone payments .......................          -               2,033
       Asset impairment .....................................        115                 396
       Loss on disposition of assets ........................         28                   -
       Loss on investment ...................................          -                 516
       Changes in assets and liabilities:
         Receivables, net ...................................         70                 959
         Inventories ........................................     (1,095)                711
         Other assets .......................................       (965)                 85
         Accounts payable and accrued liabilities ...........      1,404                (848)
         Other liabilities ..................................          -                 390
                                                                --------            --------

     Net cash used in operating activities ..................     (7,777)             (6,938)
                                                                --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of product rights ..................................     (8,000)             (1,000)
Net proceeds from sale of equipment .........................          -                 100
Purchases of property and equipment .........................        (12)               (103)
                                                                --------            --------

     Net cash used in investing activities ..................     (8,012)             (1,003)
                                                                --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ......................     13,976              12,962
Payment of long-term liabilities ............................        (84)                (84)
                                                                --------            --------

     Net cash provided by financing activities ..............     13,892              12,878
                                                                --------            --------

Net increase (decrease) in cash and cash equivalents ........     (1,897)              4,937

Cash and cash equivalents, beginning of period ..............     14,725              11,309
                                                                --------            --------

Cash and cash equivalents, end of period ....................   $ 12,828            $ 16,246
                                                                ========            ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                4
<PAGE>



                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  THE COMPANY

BACKGROUND

         Cytogen  Corporation and its subsidiaries  ("Cytogen" or the "Company")
of Princeton, New Jersey is a product-driven, oncology-focused biopharmaceutical
company.  Cytogen markets proprietary and licensed oncology products through its
internal specialty sales force:  Quadramet(R) (a skeletal targeting  therapeutic
radiopharmaceutical   for  the   relief   of  pain  due  to  bone   metastases);
ProstaScint(R)  (a  monoclonal  antibody-based  imaging  agent used to image the
extent  and  spread  of  prostate  cancer),  and  NMP22(R)   BladderChek(TM)  (a
point-of-care,  in  vitro  diagnostic  test for  bladder  cancer).  Cytogen  has
exclusive U.S. marketing rights to Combidex(R) (an ultrasmall  superparamagnetic
iron oxide contrast agent for magnetic resonance imaging of lymph nodes) that is
pending  clearance by the U.S.  Food and Drug  Administration  (the "FDA").  The
Company's  pipeline is  comprised  of product  candidates  at various  stages of
clinical  and  pre-clinical   development,   including  fully  human  monoclonal
antibodies  and cancer  vaccines  based on prostate  specific  membrane  antigen
("PSMA")   technology,   which  Cytogen   exclusively   licensed  from  Memorial
Sloan-Kettering Cancer Center.

         Cytogen has had a history of operating losses since its inception.  The
Company  currently  relies  on two  products,  ProstaScint  and  Quadramet,  for
substantially  all of its revenues.  In addition,  the Company has, from time to
time, stopped selling certain products,  such as BrachySeed and OncoScint CR/OV,
that the Company previously believed would generate significant revenues for its
business. The Company's products are subject to significant regulatory review by
the FDA and other federal and state agencies,  which requires  significant  time
and expenditures in seeking,  maintaining and expanding  product  approvals.  In
addition,  the Company relies on collaborative partners to a significant degree,
among other things, to manufacture its products, to secure raw materials, and to
provide licensing rights to their  proprietary  products for the Company to sell
and market to others.

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

                                       5
<PAGE>

consolidated  financial  statements  do not include all of the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  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,  as amended,  filed with the  Securities  and Exchange  Commission,  which
includes  financial  statements as of and for the year ended  December 31, 2002.
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.

INVENTORIES

         The Company's  inventories  are primarily  related to  ProstaScint  and
NMP22  BladderChek.  Inventories are stated at the lower of cost or market using
the first-in,  first-out  method and consisted of the following  (all amounts in
thousands):


                                   September 30, 2003      December 31, 2002
                                   ------------------      -----------------
 Raw materials....................    $          -           $        506
 Work-in-process..................           1,089                     39
 Finished goods...................           1,268                    717
                                      ------------           ------------
                                      $      2,357           $      1,262
                                      ============           ============
IMPAIRMENT OF LONG-LIVED ASSETS

         In accordance with Statement of Financial  Accounting  Standards (SFAS)
No. 144,  "Accounting  for the Impairment or Disposal of Long-Lived  Assets," if
indicators of impairment exist,  management  assesses 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 and
eventual  disposition  of the asset.  If  impairment  is  indicated,  management
measures 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.  During the three months  ended  September  30, 2003,  the
Company recorded a charge of $115,000 to cost of product related revenues in the
accompanying  consolidated  statements  of operations  for the asset  impairment
associated  with a licensing fee previously paid by the Company related to NMP22
BladderChek (see Note 11).


                                       6
<PAGE>
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 share  because the  inclusion  of common stock
equivalents would be antidilutive due to the Company's losses.

NEW ACCOUNTING PRONOUNCEMENTS

         In  January  2003,  the  Financial  Accounting Standards  Board  issued
Interpretation  No. 46,  "Consolidation  of Variable  Interest  Entities," which
addresses  the  consolidation  by  business  enterprises  of  variable  interest
entities  as  defined  in  the   Interpretation.   The  Interpretation   applies
immediately to variable  interests in variable  interest  entities created after
January 31,  2003,  and to variable  interests  in  variable  interest  entities
obtained  after January 31, 2003.  For variable  interest  entities that existed
prior to February 1, 2003,  companies  must complete  their  evaluations  of the
entities  and  consolidate  those  where  they are the  primary  beneficiary  in
financial  statements issued for the first interim or annual period ending after
December  15,  2003.  The  Company is  currently  evaluating  the impact of this
Interpretation.


OTHER COMPREHENSIVE LOSS

         Other  comprehensive  loss in 2002 consisted of an unrealized loss on a
marketable security. For the three and nine months ended September 30, 2002, the
net  unrealized  holding  losses of that  security  were  $321,000 and $860,000,
respectively,  and as a result,  the  comprehensive  loss for the three and nine
months  ended   September   30,  2002  was  $4.3  million  and  $13.0   million,
respectively.  There were no marketable  securities  outstanding during the nine
months ended  September 30, 2003 and therefore no other  comprehensive  gains or
losses.

STOCK-BASED COMPENSATION

         The Company  follows  the  intrinsic  value  method of  accounting  for
stock-based  employee  compensation  in  accordance  with APB  Opinion  No.  25,
"Accounting  for Stock Issued to Employees,"  and related  interpretations.  The
Company  records  deferred  compensation  for option grants to employees for the
amount,  if any, by which the market price per share exceeds the exercise  price
per share at the measurement date, which is generally the grant date.

         The Company  follows the disclosure  provisions of SFAS 123 "Accounting
for  Stock-Based  Compensation,"  as amended by SFAS No.  148,  "Accounting  for
Stock-Based Compensation - Transition and Disclosure." Had compensation cost for
options been recognized in the  consolidated  statements of operations using the
fair value method of  accounting,  the Company's net loss and net loss per share
would have been as follows (all amounts in thousands, except per share data):

                                       7

<PAGE>
<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED                NINE MONTHS ENDED
                                                            SEPTEMBER 30,                     SEPTEMBER 30,
                                                 -------------------------------   --------------------------------

                                                       2003             2002              2003              2002
                                                       -----            ----              ----              ----
<S>                                               <C>              <C>              <C>                  <C>
Net loss, as reported......................       $      (910)     $    (3,971)     $     (6,229)     $    (12,176)
  Add: Stock-based employee
   compensation expense
   included in reported net loss...........                 2               95                 3               586
  Deduct: Total stock-based
   employee compensation
   expense determined under
   fair value-based method for
   all awards..............................              (382)            (998)           (1,094)           (2,672)
                                                  -----------      -----------      ------------      ------------
 Pro forma net loss........................       $    (1,290)     $    (4,874)     $     (7,320)     $    (14,262)
                                                  ===========      ===========      ============      ============
 Basic and diluted net loss per
     share, as reported....................       $     (0.08)     $     (0.46)     $      (0.65)     $      (1.46)
                                                  ===========      ===========      ============      ============
Pro forma basic and diluted net
     loss per share........................       $     (0.12)     $     (0.56)     $      (0.76)     $      (1.71)
                                                  ===========      ===========      ============      ============
</TABLE>

RECLASSIFICATION

         Certain  reclassifications have been reflected in the 2002 consolidated
financial statements to conform with the 2003 presentation.

2.   EQUITY LOSS IN PSMA DEVELOPMENT COMPANY LLC

         In June 1999,  Cytogen  entered  into a joint  venture  with  Progenics
Pharmaceuticals   Inc.   ("Progenics,"  and  collectively   with  Cytogen,   the
"Members"),  to form The PSMA Development Company LLC (the "Joint Venture"). The
Joint   Venture   is   currently    developing    antibody-based   and   vaccine
immunotherapeutic   products  utilizing  Cytogen's   exclusively  licensed  PSMA
technology. The Joint Venture is owned equally by Cytogen and Progenics.


         Cytogen  accounts  for the Joint  Venture  using the  equity  method of
accounting.  Through November 2001,  Progenics was obligated to fund the initial
$3.0 million of the development costs related to the Joint Venture. Beginning in
December 2001,  Cytogen began to recognize 50% of the Joint Venture's  operating
results in its  consolidated  statements  of  operations.  The Joint  Venture is
expected to continue to incur losses in future years if an agreement between the
Members is reached and the Joint Venture's  operations are funded. For the three
months ended September 30, 2003 and 2002, Cytogen  recognized  $714,000 and $1.0
million,  respectively,  of such losses. For the nine months ended September 30,
2003 and 2002, Cytogen  recognized $2.7 million and $2.1 million,  respectively,
of such  losses.  As of September  30, 2003 and December 31, 2002,  the carrying
value of  Cytogen's  investment  in the Joint  Venture was  $371,000 and $1,000,
respectively, which represents Cytogen's investment to date in the Joint Venture
less its  cumulative  share of losses and is recorded in other assets.  Selected
financial statement  information of the Joint Venture is as follows (all amounts
in thousands):

                                       8
<PAGE>
<TABLE>
<CAPTION>


BALANCE SHEET DATA:                                           SEPTEMBER 30,       DECEMBER 31,
                                                                  2003                2002
                                                              -------------      --------------
<S>                                                             <C>                 <C>
Cash........................................................    $    965            $   290
Prepaid expenses............................................           7                  -
                                                                --------            -------

            Total Assets....................................    $    972            $   290
                                                                ========            =======

Accounts payable and accrued expenses.......................    $    247            $    304
Capital contributions.......................................      17,498              11,399
Accumulated deficit.........................................     (16,773)            (11,413)
                                                                --------            --------

            Total Liabilities and Equity....................    $    972            $    290
                                                                ========            ========
</TABLE>
<TABLE>
<CAPTION>

INCOME STATEMENT DATA:
                                       THREE                             NINE
                                   MONTHS ENDED                      MONTHS ENDED            FOR THE PERIOD
                                  SEPTEMBER  30,                     SEPTEMBER 30,         FROM JUNE 15, 1999
                           ---------------------------       ---------------------------     (INCEPTION) TO
                              2003              2002            2003              2002    SEPTEMBER 30,  2003
                           ---------         ---------       ---------         ---------  -------------------


<S>                        <C>              <C>              <C>                <C>             <C>
Interest income.......     $       1        $       -        $       2          $       4       $     231
Total expenses........         1,430            2,012            5,362              4,232          17,004
                           ----------       ---------         --------          ---------       ---------

Net loss..............     $  (1,429)       $  (2,012)       $  (5,360)         $  (4,228)      $ (16,773)
                           =========        =========        =========          =========       =========
</TABLE>

         In July 2003, the Members agreed to: (i) an updated work plan governing
the  activities of the Joint  Venture for the  remainder of 2003,  including the
execution  of  various  third-party  contracts;  (ii) a  budget  for  the  Joint
Venture's  operations  for  2003 and  respective  capital  contributions  of the
Members;  and (iii) an amended services  agreement pursuant to which the Members
will provide  research and development and related services for the remainder of
2003. In October 2003, Cytogen  contributed an additional  $950,000 to the Joint
Venture and has  therefore  satisfied  its  financial  commitments  to the Joint
Venture  through the end of 2003.  The Joint  Venture's work plan,  budget,  and
other  operational  and  financial  matters  relating to periods after 2003 will
require the further  agreement of the Members  prior to January 1, 2004 in order
for the Joint Venture to continue to receive operating funds thereafter.

3.  LITIGATION

         On March 17, 2000,  Cytogen was sued in the U.S. District Court for the
District of New Jersey by M. David Goldenberg  ("Goldenberg")  and Immunomedics,
Inc. (collectively  "Plaintiffs").  Plaintiffs allege that Cytogen's ProstaScint
product  infringes a patent  purportedly  owned by  Goldenberg  and  licensed to
Immunomedics.  Cytogen  believes that  ProstaScint does not infringe this patent
and that the patent is invalid and unenforceable.

         The patent sought to be enforced in the litigation has now expired.  As
a result,  the claim,  even if  successful,  would not  result in an  injunction
barring  the  continued  sale of  ProstaScint  or affect any other of  Cytogen's

                                       9
<PAGE>

products  or   technology.   In   addition,   Cytogen  has  certain   rights  to
indemnification  against litigation and litigation expenses from the inventor of
technology used in ProstaScint,  which may be offset against royalty payments on
sales of ProstaScint.

         On April 29, 2003,  the District  Court  granted  Cytogen's  motion for
summary  judgment  of  non-infringement  and  dismissed  Plaintiffs'  complaint.
Plaintiffs  have  appealed  that  ruling to the U.S.  Court of  Appeals  for the
Federal Circuit.  The appeal is now fully briefed, but the Court has not yet set
a date for the argument.

4.  INCOME TAXES

         During the first quarter of 2003, the Company sold its New Jersey state
net operating  loss and research and  development  credit  carryforwards,  which
resulted in the recognition of $584,000 of income tax benefit.  This benefit has
been  recognized  because the sale has been approved by the necessary New Jersey
state authorities and the Company has completed the sale with a qualified buyer.

5.  SALES OF COMMON STOCK

         In June 2003, the Company entered into a securities  purchase agreement
pursuant  to which the  Company  sold  1,052,632  shares of its common  stock to
certain institutional investors at $4.75 per share, resulting in net proceeds of
approximately  $4.6 million.  In connection with the sale, the Company issued to
the investors  warrants to purchase  315,790  shares of its common stock with an
exercise price of $6.91 per share.  The warrants are  exercisable  until June 6,
2008.

         In July 2003, the Company entered into a securities  purchase agreement
pursuant  to which the  Company  sold  1,172,332  shares of its common  stock to
certain institutional investors at $8.53 per share, resulting in net proceeds of
approximately  $9.4 million.  In connection with the sale, the Company issued to
the investors  warrants to purchase 1,172,332 shares of its common stock with an
exercise price of $12.80 per share.  In addition,  the Company also issued:  (i)
warrants to purchase  100,000 shares of its common stock at an exercise price of
$12.80  per  share to a  consultant  as part of its  compensation  for  services
rendered in  connection  with this  financing;  and (ii) warrants to purchase an
aggregate of 250,000  shares of its common stock at an exercise  price of $10.97
per share, to certain stockholders, in connection with such stockholders' waiver
of certain  rights in connection  with this  financing.  All warrants  issued in
connection  with this financing are  exercisable  until July 10, 2008 and become
automatically  exercised,  in full, if the closing price of the Company's common
stock is at least 130% of the exercise  price then in effect  ($16.64 or $14.26,
as applicable)  for 30 consecutive  trading days. Upon receipt of written notice
by the Company of such  automatic  exercise,  the holders of the  warrants  must
exercise such warrants by paying the Company the exercise price times the number
of shares of common stock issuable upon exercise.

         See Note 11 for a subsequent event related to the sale of common stock.

6.  WARRANTS ISSUED TO CONSULTANTS

         In June 2003, the Company issued to consultants warrants to purchase an
aggregate of 100,000  shares of its common  stock at an exercise  price of $5.65
per share for  consulting  services.  The warrants are  exercisable  in 12 equal

                                       10
<PAGE>

installments  on each  monthly  anniversary  from the date of  issuance  and are
exercisable  through June 10, 2006. The Company recorded the fair value of these
warrants in the amount of $497,000 in its  consolidated  statement of operations
for the second quarter of 2003 using the Black-Scholes pricing model.

7.  STOCK OPTION PLANS

         At the Company's 2003 Annual Meeting of  Stockholders  held on June 10,
2003,  the  stockholders  of the  Company  approved a proposal to amend its 1995
Stock  Option Plan to increase  the  maximum  number of shares of the  Company's
common stock  available for issuance  thereunder  from 450,263 to 650,263 shares
and to reserve an additional 200,000 shares in connection with such increase.

8.  REACQUISITION OF QUADRAMET

         In  June  2003,  the  Company  announced  that it had  entered  into an
agreement with Berlex Laboratories Inc. ("Berlex") to reacquire marketing rights
to  Quadramet  in North  America and Latin  America in  exchange  for an upfront
payment  of $8.0  million  and  royalties  based on future  sales of  Quadramet,
subject to Cytogen  obtaining  any necessary  financing  for the  reacquisition.
Cytogen  reacquired  marketing  rights to  Quadramet  on August 1, 2003 and,  in
accordance  with that  agreement,  Cytogen began  recording all revenue from the
sales of Quadramet.  Cytogen will no longer receive royalty revenue from Berlex.
The  up-front  license  payment of $8.0  million  was  capitalized  in the third
quarter  of 2003  as  Quadramet  license  fee in the  accompanying  consolidated
balance sheet and is being amortized over  approximately  twelve years, which is
the estimated  performance  period of the  agreement.  During the three and nine
months ended September 30, 2003,  Cytogen recorded $112,000 of such amortization
as cost of product related revenues in the accompanying  consolidated  statement
of operations.

         In 1998,  under a separate  agreement,  the  Company had  licensed  the
marketing rights to Quadramet to Berlex, in exchange for, among other things, an
up-front,  non-refundable  license fee. In connection  with the adoption of U.S.
Securities and Exchange  Commission Staff Accounting  Bulletin No. 101, "Revenue
Recognition in Financial  Statements" ("SAB 101") effective January 1, 2000, the
Company deferred $2.8 million of such license fee net of associated costs. Under
SAB 101, this amount was recorded as deferred  revenue to be recognized over the
estimated  performance  period.  In August 2003, the 1998 license was terminated
and as a result, the remaining  unamortized deferred revenue of $1.9 million was
recognized  as license and  contract  revenue in the  accompanying  consolidated
statement of operations during the third quarter of 2003.

9.  MANUFACTURING COMMITMENT

         As a result of the Company's  recent  reacquisition of marketing rights
to  Quadramet,   the  Company  assumed  all  of  Berlex's  obligations  under  a
Manufacturing  and Supply  Agreement with Bristol  Meyers  Squibb,  including an
obligation to pay manufacturing  costs of at least $3.7 million annually through
2005.  As of September 30, 2003,  the Company is obligated to pay  approximately
$926,000 in such manufacturing costs for the remainder of 2003.

                                       11

<PAGE>


10. ANTISOMA RESEARCH LIMITED

           In September 2003,  Antisoma Research Limited  ("Antisoma")  acquired
certain royalty rights to Antisoma's lead product,  R1549 (formerly Pemtumomab),
from Cytogen. In connection with Antisoma's acquisition of such rights, Antisoma
made a cash  payment to Cytogen of  $500,000  which the  Company  recognized  as
revenue because it has no continuing  involvement in this arrangement.  Antisoma
has agreed to make an additional  payment of $500,000 upon the first  commercial
sale, if any, of the R1549 product. In return, Cytogen relinquished its right to
receive royalties  equivalent to 1.65% of future net sales, if any, of the R1549
product.

11. SUBSEQUENT EVENTS


           On October 30, 2003, Matritech, Inc. and Cytogen Corporation executed
an Amended  and  Restated  Distribution  Agreement  (the  "Restated  Agreement")
modifying the Distribution  Agreement  originally entered into by the parties on
October 18, 2002. Under the terms of the Restated  Agreement,  which took effect
on November 8, 2003, Cytogen has a non-exclusive right to sell NMP22 BladderChek
to urologists until December 31, 2003 and an exclusive right to continue to sell
NMP22  BladderChek to oncologists  for the term of the Restated  Agreement.  The
term of the  Restated  Agreement  expires on December  31, 2004 and is renewable
annually  thereafter  upon the mutual  consent of the parties.  The parties also
have agreed to remove the  requirement  that Cytogen sell a minimum  quantity of
NMP22 BladderChek in order to maintain its exclusivity.

           In November 2003, the Company issued and sold 1,863,637 shares of its
common stock to certain institutional investors at $11.00 per share resulting in
gross proceeds to the Company, before transaction costs, of  approximately $20.5
million.

           In November  2003,  Cytogen  entered into a Settlement  Agreement and
Mutual  Release (the  "Settlement  Agreement")  with DSM Biologics  Company B.V.
("DSM") to terminate a development agreement previously entered into between the
two  companies  in 2000 for  certain  development  activities  with  respect  to
ProstaScint.  As of  September  30,  2003,  Cytogen has a liability  recorded of
$730,000 in the accompanying  consolidated  balance sheet to DSM. As a result of
the Settlement Agreement, Cytogen will record an expense reversal of $580,000 to
research  and  development  in the fourth  quarter  of 2003 and a  corresponding
reduction in accounts payable and accrued expenses.


                                       12
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following discussion contains  "forward-looking"  statements within
the meaning of the Private Securities  Litigation Reform Act of 1995 and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than statements of historical  facts,  included in this Quarterly Report on Form
10-Q  regarding our strategy,  future  operations,  financial  position,  future
revenues,  projected  costs,  prospects,  plans and objectives of management are
forward-looking  statements.  The words "anticipates,"  "believes," "estimates,"
"expects,"  "intends," "may," "plans,"  "projects,"  "will," "would" and similar
expressions are intended to identify  forward-looking  statements,  although not
all   forward-looking   statements   contain  these   identifying   words.  Such
forward-looking  statements  involve  a number of risks  and  uncertainties  and
investors  are cautioned  not to put any undue  reliance on any  forward-looking
statement.  We  cannot  guarantee  that  we will  actually  achieve  the  plans,
intentions or  expectations  disclosed in any such  forward-looking  statements.
Risk factors that could cause actual results to differ materially  include those
identified  in our Annual  Report on Form 10-K for the year ended  December  31,
2002, as amended,  under the caption  "Additional Factors That May Affect Future
Results" and those under the caption  "Risk  Factors," as included in certain of
our  other  filings,  from  time to  time,  with  the  Securities  and  Exchange
Commission.   Investors  are  cautioned  not  to  put  undue   reliance  on  any
forward-looking  statement.  Any  forward-looking  statements  made by us do not
reflect the potential impact of any future acquisitions,  mergers, dispositions,
joint ventures or investments  we may make. We do not assume,  and  specifically
disclaim,  any obligation to update any  forward-looking  statements,  and these
statements represent our current outlook only as of the date they are made.

         The following  discussion  and analysis  should be read in  conjunction
with the consolidated  financial  statements and related notes thereto contained
elsewhere  herein,  as well as in our  Annual  Report  on Form 10-K for the year
ended December 31, 2002, as amended,  and from time to time in our other filings
with the Securities and Exchange Commission.

SIGNIFICANT DEVELOPMENTS IN 2003

         PRODUCT  DEVELOPMENTS.  In January  2003, we provided   Draximage  Inc.
with notice of termination  for each of our License and  Distribution  Agreement
and  Product  Manufacturing  and  Supply  Agreement  with  respect  to  both  of
Draximage's  BrachySeed I-125 and BrachySeed Pd-103 products.  In April 2003, we
entered into an agreement  with  Draximage to formally  terminate  each of these
agreements. We no longer accept or fill new orders for the BrachySeed products.

         In June 2003, we entered into an agreement with Berlex Laboratories,  a
U.S. affiliate of Schering AG, Germany,  whereby marketing rights held by Berlex
Laboratories to market Quadramet (Samarium Sm  153 Lexidronam)  in North America
and Latin America would be returned to us in exchange for an upfront  payment of
$8.0 million and royalties based on future sales.  Effective  August 1, 2003, we
completed the reacquisition of such rights and began marketing Quadramet through
our internal specialty sales force.

                                       13

<PAGE>
         In October 2003, we entered into an amendment  and  restatement  of our
Distribution  Agreement  with Matritech  originally  entered into on October 18,
2002. Under the terms of this restated agreement,  which took effect on November
8, 2003, we have a non-exclusive  right to sell NMP22  BladderChek to urologists
until  December  31,  2003 and an  exclusive  right to  continue  to sell  NMP22
BladderChek to oncologists  through the term of the restated  agreement which is
December  31,  2004.  All  minimum  sales  requirements  were  removed  from the
agreement.

         BUSINESS DEVELOPMENTS.  In June 2003, we announced that we had formed a
partnership  with Siemens  Medical  Solutions  and the  University  Hospitals of
Cleveland to promote advances in prostate cancer imaging.  Also in June 2003, we
announced  the  formation  of an  alliance  with GE Medical  Systems,  a unit of
General  Electric  Company,  to market a total molecular  imaging system to help
evaluate the extent and spread of prostate  cancer by  integrating  GE Medical's
Infinia(TM) Hawkeye(R) imaging system with our ProstaScint imaging agent.

         In July 2003,  in  connection  with our joint  venture  with  Progenics
Pharmaceuticals,  Inc., we and Progenics agreed to an updated work plan,  budget
and  services  agreement  for the  remainder  of 2003.  Mutual  agreement of the
parties will be required  with  respect to such  agreements  for periods  beyond
December 31, 2003.

         In September  2003,  we received  $500,000 from Antisoma as a result of
Antisoma's  acquisition  of certain  royalty  rights to its lead product,  R1549
(formerly  Pemtumomab),  from us.  Antisoma  has  agreed  to make an  additional
payment  of  $500,000  upon the  first  commercial  sale,  if any,  of the R1549
product. In return, we relinquished our right to receive royalties equivalent to
1.65% of future net sales, if any, of the R1549 product.

         FINANCING  DEVELOPMENTS.  In June 2003,  we issued  and sold  1,052,632
shares of our common stock at $4.75 per share for aggregate net proceeds of $4.6
million. In connection with such financing,  we also issued warrants to purchase
315,790  shares of our common  stock with an exercise  price of $6.91 per share.
The warrants are exercisable until June 6, 2008.

         In July 2003, we issued and sold  1,172,332  shares of our common stock
at $8.53 per share and  issued  warrants  to  purchase  1,172,332  shares of our
common  stock,  resulting  in net proceeds of  approximately  $9.4  million.  In
addition,  we issued  warrants to purchase an aggregate of 350,000 shares of our
common stock to a consultant and certain  stockholders  in connection  with this
financing. All warrants issued in connection with this financing are exercisable
until July 10, 2008 and become automatically  exercised, in full, if the closing
price of our common stock is at least 130% of the exercise  price then in effect
($16.64 or $14.26,  as  applicable)  for 30  consecutive  trading days.  The net
proceeds from this financing were used in our reacquisition of certain marketing
rights from Berlex and related expenses.

         In November  2003,  we issued and sold  1,863,637  shares of our common
stock to certain institutional  investors at $11.00 per share resulting in gross
proceeds to us, before transaction costs, of approximately $20.5 million.

                                       14

<PAGE>
RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

REVENUES.  Total  revenues  for the third  quarter  of 2003  were  $5.5  million
compared to $3.1 million for the same period in 2002.  Product related revenues,
which include  product sales and  royalties,  accounted for 54% and 98% of total
revenues  for the third  quarters  of 2003 and 2002,  respectively.  License and
contract revenues accounted for the remainder of revenues.

           QUADRAMET.  Berlex  Laboratories  marketed  Quadramet  in the  United
States through July 31, 2003. On August 1, 2003, we reacquired  marketing rights
to  Quadramet  from Berlex and began  marketing  Quadramet  through our internal
specialty  sales force.  On August 1, 2003, we began  recording all revenue from
our sales of  Quadramet.  Royalty  revenue  from sales of Quadramet in the third
quarter of 2003 was $191,000  through July 31, 2003  compared to $376,000 in the
full  quarter of 2002.  Cytogen  recorded  Quadramet  sales of $1.2 million from
August 1, 2003 through September 30, 2003 for the third quarter 2003.  Quadramet
sales  and  royalties  combined  accounted  for 45% and 12% of  product  related
revenues for the third quarter of 2003 and 2002,  respectively.  Effective  upon
the reacquisition of such marketing rights, we no longer receive royalty revenue
from Berlex for Quadramet and pay royalties to Berlex on our sales of Quadramet.
Currently,  we market Quadramet only in the United States. Schering AG, Germany,
through its subsidiary CIS Bio International,  will continue to market Quadramet
in Europe as a direct  licensee of Dow  Chemical  Company.  We believe  that the
future growth and market penetration of Quadramet is dependent upon, among other
things:  (i) new  clinical  data  supporting  the  expanded  and  earlier use of
Quadramet in various cancers;  (ii) novel research  supporting  combination uses
with other therapies,  such as chemotherapeutics  and bisphophonates;  and (iii)
establishing  the use of Quadramet  at higher doses to target and treat  primary
bone cancers.  We cannot assure you that we will be able to successfully  market
Quadramet or that Quadramet will achieve greater market  penetration on a timely
basis or result in significant revenues for us.

           PROSTASCINT.  ProstaScint  sales  were  $1.5  million  for the  third
quarter of 2003, a decrease of $395,000  from $1.9 million in the third  quarter
of 2002.  Sales of  ProstaScint  accounted  for 51% and 63% of  product  related
revenues for the third quarters of 2003 and 2002, respectively.  ProstaScint has
historically been a challenging product for physicians and technologists to use,
in part due to  inherent  limitations  in  nuclear  medicine  imaging.  While we
believe  that the period to period  decrease in  ProstaScint  sales that we have
experienced is due, to a large degree,  to such challenge,  we also believe that
such decline in ProstaScint  revenue may be reversed depending upon, among other
things, the implementation and continued research relating to the following: (i)
advances  in  imaging  technology;  (ii) new  product  applications;  and  (iii)
improvements in healthcare reimbursement practices. We cannot assure you that we
will  be able to  successfully  market  ProstaScint,  or that  ProstaScint  will
achieve  greater  market  penetration on a timely basis or result in significant
revenues for us.

         NMP22 BLADDERCHEK.  NMP22 BladderChek sales during the third quarter of
2003 were $116,000 which  represented 4% of our total product related  revenues.
We began promoting  NMP22  BladderChek to both urologists and oncologists in the
United  States in November 2002 using our internal  sales force.  On October 30,
2003,  we entered  into an Amended  and  Restated  Distribution  Agreement  with

                                       15
<PAGE>

Matritech   whereby,   effective   November  8,  2003,  we  have  the  right  to
non-exclusively market NMP22 BladderChek to urologists through December 31, 2003
and also exclusively market NMP22 BladderChek to oncologists through the term of
the amended agreement,  which is December 31, 2004. We cannot assure you that we
will be able to successfully market NMP22 BladderChek, or that NMP22 BladderChek
will  achieve  greater  market  penetration  on a  timely  basis  or  result  in
significant revenues for us.

         BRACHYSEED.  BrachySeed  sales  during  the third  quarter of 2002 were
$698,000, which represented 23% of product related revenues in the third quarter
of 2002. Effective January 24, 2003, we stopped accepting and filling new orders
for the  BrachySeed  I-125 and  BrachySeed  Pd-103  products.  In April 2003, we
entered into an agreement  with  Draximage to formally  terminate our agreements
with respect to these products.

         ONCOSCINT.  OncoScint CR/OV sales during the third quarter of 2002 were
$48,000.  We stopped selling  OncoScint CR/OV in December 2002 in order to focus
our  efforts  on other  oncology  products,  primarily  because  the  market for
OncoScint  CR/OV for  colorectal  cancer  diagnosis was  negatively  affected by
positron emission  tomography or "PET" scans which have shown the same or higher
sensitivity than OncoScint CR/OV.

         LICENSE AND CONTRACT REVENUES.  License and contract revenues were $2.5
million and $65,000 for the third quarters of 2003 and 2002, respectively. Under
SAB 101,  which we adopted in 2000,  license  revenues  from  certain  up-front,
non-refundable  license fees previously  recognized in prior years were deferred
and are being  amortized  over the estimated  performance  period.  In the third
quarter of 2003,  we  recognized  $2.0 million of  previously  deferred  license
revenue  compared to $65,000 for the same period in 2002. Such increase from the
prior  year  period  is due  primarily  to  our  recognition  of  the  remaining
unamortized  deferred  revenue  in the  amount  of $1.9  million  related  to an
up-front license payment net of associated costs,  which we received from Berlex
Laboratories  in 1998 for granting  them the marketing  rights to Quadramet.  In
August 2003, the 1998 license  agreement was terminated and we reacquired  those
rights from Berlex Laboratories.  In addition, during the third quarter of 2003,
we recognized  $500,000 from Antisoma in connection with Antisoma's  acquisition
of certain  royalty  rights to its lead product,  R1549  (formerly  Pemtumomab),
because we have no continuing  involvement in this  arrangement,  and $59,000 of
contract  revenues for limited research and development  services provided by us
to  The  PSMA  Development   Company  LLC,  our  joint  venture  with  Progenics
Pharmaceuticals  Inc. The level of future revenues for the remainder of 2003, if
any,  for  contract  services  provided  to the joint  venture may vary and will
depend  upon the extent of research  and  development  services  required by the
joint venture.

OPERATING EXPENSES.  Total operating expenses for the third quarter of 2003 were
$6.4 million compared to $6.6 million in the same quarter of 2002.

         COST OF PRODUCT RELATED REVENUES.  Cost of product related revenues for
the third quarter of 2003 were $2.2 million compared to $1.2 million in the same
period of 2002.  The  increase  from the prior year  period is due to the August
2003 initiation of manufacturing  costs for Quadramet and royalties to Berlex on
our  sales of  Quadramet.  Also  included  in the 2003 cost of  product  related
revenues  is  amortization  of the  up-front  payment  to  Berlex  to  reacquire
Quadramet,  inventory  reserves for excess ProstaScint and NMP22 BladderChek due
to

                                       16
<PAGE>

shelf-life  expiration  issues  and  a  non-cash  charge  of  $115,000  for  the
impairment  of the carrying  value of an up-front  license fee  associated  with
NMP22 BladderChek,  which we believe will not be recoverable given our projected
sales volumes.  The increase is partially  offset by lower costs associated with
our discontinuation of BrachySeed sales in January 2003.

         RESEARCH AND  DEVELOPMENT.  Research and  development  expenses for the
third quarter of 2003 were $900,000  compared to $1.3 million in the same period
of 2002. The current year expenses  reflect costs associated with our efforts to
explore new  applications  for  ProstaScint  such as image guided  therapies and
imaging  enhancements.  The decrease from the prior year period is  attributable
primarily to cost-saving measures implemented in September 2002 as a result of a
restructuring at our subsidiary AxCell Biosciences. During the third quarters of
2003 and 2002,  we incurred  $382,000 and  $956,000,  respectively,  in expenses
relating to AxCell's  operations.  In September 2002, we  significantly  reduced
AxCell's  workforce to reduce the cash expenditures  relating to AxCell in order
to leverage our oncology franchise.

         EQUITY LOSS IN JOINT VENTURE.  Our share in the equity loss in The PSMA
Development Company LLC, our joint venture with Progenics Pharmaceuticals,  Inc.
was $714,000  during the third  quarter of 2003  compared to $1.0 million in the
same  quarter  of 2002 and  represented  50% of the  joint  venture's  operating
losses.  We own equally the joint venture with Progenics,  account for the joint
venture using the equity method of accounting  and share equally with  Progenics
the costs of the joint venture.  On July 14, 2003, we agreed with Progenics,  in
connection  with the joint  venture:  (i) to an updated work plan  governing the
activities  of the  joint  venture  for the  remainder  of 2003,  including  the
execution  of  various  third-party  contracts;  (ii) to a budget  for the joint
venture's operations for 2003 and related capital  contributions of the parties;
and (iii) to an amended services  agreement  pursuant to which each party to the
joint venture will provide research and development and related services for the
remainder of 2003. The joint venture's work plan,  budget, and other operational
and  financial  matters  relating to periods after 2003 will require the further
agreement  between  us and  Progenics  prior to January 1, 2004 in order for the
joint venture to continue to receive  operating funds  thereafter.  We may incur
significant  and  increasing  costs  in the  future  to fund  our  share  of the
development costs from the joint venture, although we cannot assure you that any
further  agreements between us and Progenics will be reached regarding the joint
venture.

         SELLING AND  MARKETING.  Selling and  marketing  expenses for the third
quarter of 2003 increased marginally to $1.5 million compared to $1.4 million in
the same period of 2002.  Increases  in selling and  marketing  efforts on NMP22
BladderChek, which was introduced to the market in November 2002, and Quadramet,
which we reacquired from Berlex  Laboratories in August 2003 were  substantially
offset by the discontinuation of our selling and marketing activities related to
the BrachySeed products in January 2003.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
third  quarter of 2003 were $1.2  million  compared to $1.7  million in the same
period of 2002.  The decrease  from the prior year period is primarily  due to a
charge  of  $830,000  in 2002  related  to the  restructuring  of  AxCell  and a
stock-based  compensation  charge in 2002 for a key  employee.  The  decrease is
partially offset by increased insurance, legal and professional fees in 2003.

                                       17
<PAGE>

         LOSS ON INVESTMENT.  We recorded a non-cash  charge of $516,000  during
the  third  quarter  of 2002  for an  impairment  in the  carrying  value of our
investment in shares of Northwest  Biotherapeutics Inc.'s common stock, which we
had received as part of our  acquisition of Prostagen in 1999. The fair value of
such investment,  based on the quoted market prices, had dramatically  decreased
from its original  carrying  value of $516,000.  Based on an  evaluation  of the
financial  condition of Northwest and the then current stock price, we concluded
that the decline was other than  temporary and that the carrying  amount of this
investment would not be recoverable.

         INTEREST INCOME/EXPENSE.  Interest income for the third quarter of 2003
was $32,000  compared to $75,000 in the same period of 2002.  The decrease  from
the prior year period is due to a lower average yield on  investments  and lower
average cash  balances in 2003.  Interest  expense for the third quarter of 2003
was $46,000  compared to $43,000 in the same  period of 2002.  Interest  expense
includes  interest on outstanding  debt and finance  charges  related to various
equipment leases.

         NET LOSS. Net loss for the third quarter of 2003 was $910,000  compared
to $4.0 million  reported in the third  quarter of 2002.  The net loss per share
for the third quarter of 2003 was $0.08 based on weighted  average common shares
outstanding of 10.9 million,  compared to a net loss per share of $0.46 based on
weighted average common shares outstanding of 8.7 million for the same period in
2002.

NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

           REVENUES. Total revenues for the nine months ended September 30, 2003
were $10.3 million compared to $9.6 million for the same period in 2002. Product
related revenues,  which include product sales and royalties,  accounted for 73%
and 96% of total revenues for the nine months ended September 30, 2003 and 2002,
respectively.  License and  contract  revenues  accounted  for the  remainder of
revenues.

           QUADRAMET.  Berlex  Laboratories  marketed  Quadramet in  the  United
States through July 31, 2003. On August 1, 2003, we reacquired  marketing rights
to  Quadramet  from Berlex and began  marketing  Quadramet  through our internal
specialty sales force. On August 1, 2003, we began  recognizing all revenue from
our sales of  Quadramet.  Royalty  revenue from sales of Quadramet  for the nine
months ended  September 30, 2003 was $1.1 million through July 31, 2003 compared
to $1.4  million  in the same  period  of 2002.  During  the nine  months  ended
September 30, 2003 Cytogen recorded  Quadramet sales of $1.2 million from August
1, 2003 through  September  30, 2003.  Quadramet  sales and  royalties  combined
accounted for 30% and 15% of product related  revenues for the nine months ended
September 30, 2003 and 2002,  respectively.  Effective upon the reacquisition of
such  marketing  rights,  we no longer receive  royalty  revenue from Berlex for
Quadramet and pay royalties to Berlex on our sales of Quadramet.  Currently,  we
market  Quadramet only in the United States.  Schering AG, Germany,  through its
subsidiary CIS Bio International, will continue to market Quadramet in Europe as
a direct licensee of Dow Chemical Company. We believe that the future growth and
market  penetration of Quadramet is dependent upon, among other things:  (i) new
clinical  data  supporting  the expanded and earlier use of Quadramet in various
cancers; (ii) novel research supporting combination uses with other therapies,

                                       18
<PAGE>

such as chemotherapeutics and bisphophonates;  and (iii) establishing the use of
Quadramet at higher doses to target and treat  primary bone  cancers.  We cannot
assure  you  that  we will be able  to  successfully  market  Quadramet  or that
Quadramet will achieve greater market penetration on a timely basis or result in
significant revenues for us.

           PROSTASCINT.  ProstaScint sales were $4.7 million for the nine months
ended  September  30, 2003, a decrease of $1.3 million from $6.0 million for the
same period of 2002.  Sales of ProstaScint  accounted for 63% and 65% of product
related  revenues  for the nine  months  ended  September  30,  2003  and  2002,
respectively.  ProstaScint  has  historically  been a  challenging  product  for
physicians  and  technologists  to use, in part due to inherent  limitations  in
nuclear medicine imaging. While we believe that the period to period decrease in
ProstaScint  sales that we have  experienced is due, to a large degree,  to such
challenge,  we also  believe  that such  decline in  ProstaScint  revenue may be
reversed  depending upon, among other things,  the  implementation and continued
research relating to the following: (i) advances in imaging technology; (ii) new
product  applications;   and  (iii)  improvements  in  healthcare  reimbursement
practices.  We cannot  assure  you that we will be able to  successfully  market
ProstaScint or that  ProstaScint  will achieve  greater market  penetration on a
timely basis or result in significant revenues for us.

         NMP22 BLADDERCHEK. NMP22 BladderChek sales during the nine months ended
September  30, 2003 were  $239,000  which  represented  3% of our total  product
related  revenues.  We began promoting NMP22  BladderChek to both urologists and
oncologists  in the United  States in  November  2002 using our  internal  sales
force. On October 30, 2003, we entered into an Amended and Restated Distribution
Agreement with Matritech whereby,  effective November 8, 2003, we have the right
to  non-exclusively  market NMP22 BladderChek to urologists through December 31,
2003 and also exclusively  market NMP22  BladderChek to oncologists  through the
term of the amended agreement,  which is December 31, 2004. We cannot assure you
that we will be able to  successfully  market  NMP22  BladderChek  or that NMP22
BladderChek will achieve greater market  penetration on a timely basis or result
in significant revenues for us.

         BRACHYSEED. BrachySeed sales during the nine months ended September 30,
2002 were $1.7 million,  which  represented 19% of our product related revenues.
Effective  January 24, 2003, we stopped accepting and filling new orders for the
BrachySeed I-125 and BrachySeed Pd-103 products.  In April 2003, we entered into
an agreement with Draximage to formally terminate our agreements with respect to
these products. Sales of BrachySeed products in 2003 totaled $240,000.

         ONCOSCINT. OncoScint CR/OV sales during the nine months ended September
30, 2002 were $158,000.  We stopped selling  OncoScint CR/OV in December 2002 in
order to focus our efforts on other  oncology  products,  primarily  because the
market for  OncoScint  CR/OV for  colorectal  cancer  diagnosis  was  negatively
affected by  positron  emission  tomography  or "PET" scans which have shown the
same or higher sensitivity than OncoScint CR/OV.

         LICENSE AND CONTRACT REVENUES.  License and contract revenues were $2.8
million and  $345,000  for the nine months  ended  September  30, 2003 and 2002,
respectively.  Under SAB 101,  which we adopted in 2000,  license  revenues from
certain  up-front,  non-refundable  license fees previously  recognized in prior
years were  deferred  and are being  amortized  over the  estimated  performance

                                       19
<PAGE>
period.  In the nine months ended September 30, 2003, we recognized $2.2 million
of previously  deferred license revenue compared to $345,000 for the same period
in 2002.  Such  increase  from the prior  year  period is due  primarily  to our
recognition of the remaining  unamortized deferred revenue in the amount of $1.9
million related to an up-front license payment net of associated costs, which we
received from Berlex Laboratories in 1998 for granting them the marketing rights
to Quadramet.  In August 2003, the 1998 license  agreement was terminated and we
reacquired those rights from Berlex Laboratories.  In addition,  during the nine
months ended  September  30,  2003,  we  recognized  $500,000  from  Antisoma in
connection  with  Antisoma's  acquisition of certain  royalty rights to its lead
product, R1549 (formerly Pemtumomab),  because we have no continuing involvement
in this  arrangement and $158,000 of contract  revenues for limited research and
development  services  provided by us to The PSMA  Development  Company LLC, our
joint venture with Progenics  Pharmaceuticals  Inc. The level of future revenues
for the remainder of 2003, if any, for contract  services  provided to the joint
venture may vary and will depend  upon the extent of  research  and  development
services required by the joint venture.

OPERATING EXPENSES. Total operating expenses for the nine months ended September
30,  2003 were $17.1  million  compared  to $21.3  million in the same period of
2002.

         COST OF PRODUCT RELATED REVENUES.  Cost of product related revenues for
the nine months  ended  September  30, 2003 were $4.0  million  compared to $3.4
million in the same period of 2002.  The increase  from the prior year period is
due to the August 2003  initiation  of  manufacturing  costs for  Quadramet  and
royalties to Berlex on our sales of Quadramet. Also included in the 2003 cost of
product related  revenues is  amortization of the up-front  payment to Berlex to
reacquire  Quadramet,  inventory  reserves  for  excess  ProstaScint  and  NMP22
BladderChek  due to  shelf-life  expiration  issues  and a  non-cash  charge  of
$115,000 for the  impairment  of the carrying  value of an up-front  license fee
associated  with NMP22  BladderChek,  which we believe  will not be  recoverable
given our projected  sales  volumes.  The increase is partially  offset by lower
costs associated with our discontinuation of BrachySeed sales in January 2003.

         RESEARCH AND  DEVELOPMENT.  Research and  development  expenses for the
nine months ended September 30, 2003 were $2.5 million  compared to $6.9 million
in the same period of 2002. The current year expenses  reflect costs  associated
with our  efforts to explore  new  applications  for  ProstaScint  such as image
guided  therapies  and imaging  enhancements.  The decrease  from the prior year
period is attributable primarily to a non-cash milestone expense of $2.0 million
in 2002 related to the  progress of  dendritic  cell  prostate  cancer  clinical
trials at  Northwest  Biotherapeutics,  decreases  in research  and  development
expenditures relating to AxCell as a result of a restructuring in September 2002
and the  termination in 2003 of an agreement with DSM Biologics  relating to the
development of a new manufacturing process for ProstaScint,  which resulted in a
saving of $551,000 in 2003.  During the nine months ended September 30, 2003 and
2002,  we incurred  $1.2  million and $3.3  million,  respectively,  in expenses
relating to AxCell's  operations.  In September 2002, we  significantly  reduced
AxCell's  workforce to reduce the cash expenditures  relating to AxCell in order
to leverage our oncology franchise.

                                       20
<PAGE>

         EQUITY LOSS IN JOINT VENTURE.  Our share in the equity loss in The PSMA
Development Company LLC, our joint venture with Progenics Pharmaceuticals,  Inc.
was $2.7 million  during the nine months ended  September  30, 2003  compared to
$2.1  million  in the same  period  of 2002  and  represented  50% of the  joint
venture's  operating  losses.  We own equally the joint venture with  Progenics,
account for the joint venture  using the equity  method of accounting  and share
equally with  Progenics  the costs of the joint  venture.  On July 14, 2003,  we
agreed with Progenics,  in connection with the joint venture:  (i) to an updated
work plan  governing  the  activities  of the joint venture for the remainder of
2003, including the execution of various third-party contracts; (ii) to a budget
for the joint venture's operations for 2003 and related capital contributions of
the parties;  and (iii) to an amended services  agreement pursuant to which each
party to the joint  venture will provide  research and  development  and related
services for the remainder of 2003. The joint venture's work plan,  budget,  and
other  operational  and  financial  matters  relating to periods after 2003 will
require the further  agreement between us and Progenics prior to January 1, 2004
in  order  for  the  joint  venture  to  continue  to  receive  operating  funds
thereafter.  We may incur significant and increasing costs in the future to fund
our share of the  development  costs from the joint venture,  although we cannot
assure you that any further  agreements between us and Progenics will be reached
regarding the joint venture.

         SELLING AND  MARKETING.  Selling and  marketing  expenses  for the nine
months ended  September 30, 2003  decreased to $3.9 million from $4.5 million in
the same  period  of 2002.  The  decrease  from the  prior  year  period  is due
primarily to the discontinuation of selling and marketing activities relating to
BrachySeed  products in January 2003,  partially offset by selling and marketing
efforts for NMP22 BladderChek and Quadramet.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
nine months ended September 30, 2003 were $4.0 million  compared to $4.4 million
in the same period of 2002. The decrease from the prior year period is primarily
due to a charge of $830,000 in 2002 related to the  restructuring  of AxCell and
stock-based  compensation  charges in 2002 for a key  employee.  The decrease is
partially offset by increased insurance,  legal and professional fees as well as
by  stock-based  compensation  expenses  related to warrants  granted to certain
consultants in 2003.

         LOSS ON INVESTMENT.  We recorded a non-cash  charge of $516,000  during
the  third  quarter  of 2002  for an  impairment  in the  carrying  value of our
investment in shares of Northwest  Biotherapeutics Inc.'s common stock, which we
had received as part of our  acquisition of Prostagen in 1999. The fair value of
such investment,  based on the quoted market prices, had dramatically  decreased
from its original  carrying  value of $516,000.  Based on an  evaluation  of the
financial  condition of Northwest and the then current stock price, we concluded
that the decline was other than  temporary and that the carrying  amount of this
investment would not be recoverable.

         INTEREST  INCOME/EXPENSE.  Interest  income for the nine  months  ended
September 30, 2003 was $91,000  compared to $224,000 in the same period of 2002.
The  decrease  from the prior  year  period is due to a lower  average  yield on
investments  and lower average cash balances in 2003.  Interest  expense for the
nine months ended  September  30, 2003 was $139,000  compared to $127,000 in the
same period of 2002.  Interest expense includes interest on outstanding debt and
finance charges related to various equipment leases.

                                       21
<PAGE>

         INCOME TAX BENEFIT.  During the first  quarter of 2003, we sold our New
Jersey  state  net   operating   loss  and  research  and   development   credit
carryforwards,  which  resulted  in the  recognition  of a  $584,000  income tax
benefit.  Assuming the State of New Jersey continues to fund this program, which
is uncertain, the future amount of net operating losses and tax credits which we
may sell will also depend upon the allocation among  qualifying  companies of an
annual pool  established  by the State of New Jersey.  We did not  recognize any
such benefits during the nine months ended September 30, 2002.

         NET LOSS.  Net loss for the nine months  ended  September  30, 2003 was
$6.2 million  compared to $12.2 million reported in the same period of 2002. The
net loss per share for the nine months ended  September 30, 2003 was $0.65 based
on weighted average common shares outstanding of 9.6 million,  compared to a net
loss per share of $1.46 based on weighted  average common shares  outstanding of
8.4 million for the same period in 2002.

LIQUIDITY AND CAPITAL RESOURCES

         Our cash and cash  equivalents  were $12.8  million as of September 30,
2003,  compared to $14.7  million as of  December  31,  2002.  Net cash used for
operating  activities  for the nine  months  ended  September  30, 2003 was $7.8
million  compared to $6.9 million in the same period of 2002.  The increase from
the  prior  year  period  is  due  primarily  to  our  build-up  of  ProstaScint
inventories during the nine months ended September 30, 2003 and to our increased
funding to the PSMA Development  Company,  LLC, our joint venture with Progenics
Pharmaceuticals, Inc.

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

         In January  2003,  we received  $584,000  relating to a sale of our New
Jersey state net operating losses and research and development credits. Assuming
the State of New Jersey continues to fund this program, which is uncertain,  the
future  amount of net  operating  losses and tax credits  which we may sell will
also depend upon the  allocation  among  qualifying  companies of an annual pool
established by the State of New Jersey.

         In June 2003, we entered into a securities  purchase agreement pursuant
to which we sold 1,052,632  shares of our common stock to certain  institutional
investors at $4.75 per share,  resulting in net proceeds of  approximately  $4.6
million.  In connection  with the sale,  we issued to the investors  warrants to
purchase  315,790 shares of our common stock with an exercise price of $6.91 per
share. The warrants are exercisable until June 6, 2008.

         In July 2003, we entered into a securities  purchase agreement pursuant
to which we sold 1,172,332  shares of our common stock to certain  institutional
investors at $8.53 per share,  resulting in net proceeds of  approximately  $9.4
million.  In connection  with the sale,  we issued to the investors  warrants to
purchase  1,172,332  shares of our common stock with an exercise price of $12.80
per share. In addition,  we also issued: (i) warrants to purchase 100,000 shares
of our common stock at an exercise  price of $12.80 per share to a consultant as
part  of  its  compensation  for  services  rendered  in  connection  with  this
financing;  and (ii) warrants to purchase an aggregate of 250,000  shares of our
common  stock at an  exercise  price of $10.97  per  share,  to  certain  of our

                                       22
<PAGE>

stockholders,  in connection with such stockholders' waiver of certain rights in
connection  with this  financing.  All warrants  issued in connection  with this
financing  are  exercisable  until  July  10,  2008  and  become   automatically
exercised, in full, if the closing price of our common stock is at least 130% of
the  exercise  price then in effect  ($16.64 or $14.26,  as  applicable)  for 30
consecutive trading days. Upon receipt of written notice by us of such automatic
exercise,  the holders of the warrants  must exercise such warrants by paying us
the  exercise  price times the number of shares of common  stock  issuable  upon
exercise. The net proceeds from this financing were used in our reacquisition of
certain marketing rights from Berlex and related expenses.

         In August 2003,  we paid to Berlex an up-front  payment of $8.0 million
to reacquire the marketing rights to Quadramet. Accordingly, effective August 1,
2003, we began recording all revenue from sales of Quadramet. Effective upon the
reacquisition  of such marketing  rights,  we no longer receive  royalty revenue
from Berlex and pay Berlex  royalties on our sales of Quadramet.  As a result of
the  reacquisition,  we  have  assumed  all  of  Berlex's  obligations  under  a
Manufacturing  and Supply  Agreement with Bristol  Meyers  Squibb,  including an
obligation to pay manufacturing  costs of at least $3.7 million annually through
2005. Such obligation for the remainder of 2003 is  approximately  $926,000.  In
addition, we expect our Quadramet sales and marketing expenses to increase which
may result in an increase in our sales and product gross margin.

         In  September  2003,   Antisoma  acquired  certain  royalty  rights  to
Antisoma's  lead product,  R1549 (formerly  Pemtumomab),  from us. In connection
with Antisoma's  acquisition of such rights,  Antisoma made a cash payment to us
of $500,000 and has agreed to make an  additional  payment of $500,000  upon the
first commercial sale, if any, of the R1549 product.  In return, we relinquished
our right to receive royalties  equivalent to 1.65% of future net sales, if any,
of the R1549 product.

         In November  2003,  we issued and sold  1,863,637  shares of our common
stock to certain institutional  investors at $11.00 per share resulting in gross
proceeds to us, before transaction costs, of approximately $20.5 million.

         We have historically  relied upon revenues from sales of the BrachySeed
products  to  partially  fund  ongoing  operations.  For the nine  months  ended
September 30, 2003 and 2002,  revenue from the sale of  BrachySeed  products was
$240,000 and $1.7 million,  respectively.  In December 2002, we served notice of
termination of our agreements with Draximage, and in April 2003, entered into an
agreement  with  Draximage  to  formally  terminate  each  of  our  License  and
Distribution  Agreement  and Product  Manufacturing  and Supply  Agreement  with
respect to both the  BrachySeed  I-125 and  BrachySeed  Pd-103  products.  As of
January  24,  2003,  we no longer  accept or fill new orders for the  BrachySeed
products.

         Beginning in December  2001, we began to equally share the costs of the
joint venture with  Progenics.  In October 2003,  we  contributed  an additional
$950,000  to the  joint  venture  and have  therefore  satisfied  our  financial
commitment  to the joint venture  through the end of 2003.  The joint venture is
funded by equal  capital  contributions  from each of  Progenics  and Cytogen in

                                       23
<PAGE>

accordance  with an annual  budget  approved by the joint  venture's  management
committee.  On July 14, 2003, we agreed with Progenics,  in connection with this
joint venture: (i) to an updated work plan governing the activities of the joint
venture  for  the  remainder  of  2003,   including  the  execution  of  various
third-party  contracts;  (ii) to a budget for the joint venture's operations for
2003 and related capital  contributions of the parties;  and (iii) to an amended
services  agreement  pursuant  to which  each  party to the joint  venture  will
provide  research,  development and related  services for the remainder of 2003.
The joint venture work plan, budget, and other operational and financial matters
relating to periods after 2003 will require the further agreement between us and
Progenics  prior to  January  1, 2004 in order for the joint  venture to receive
operating funds thereafter. We may incur significant and increasing costs in the
future  to fund our  share of the  development  costs  from  the  joint  venture
although  we  cannot  assure  you that any  further  agreements  between  us and
Progenics will be reached regarding the joint venture.

         Our  capital  and  operating  requirements  may change  depending  upon
various factors,  including:  (i) whether we and our strategic  partners achieve
success in  manufacturing  and  commercializing  our  proprietary  and  licensed
products;  (ii) the amount of resources which we devote 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.

         Our  financial  objectives  are  to  meet  our  capital  and  operating
requirements through revenues from existing products and licensing arrangements.
To achieve our strategic objectives,  we 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 us in either cash
or stock in addition to the costs  associated  with  developing  and marketing a
product or technology.  However, we believe 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,
if ever. To fund these strategic and operating activities, we may sell equity or
debt securities as market conditions permit or enter into credit facilities.

         We  have  incurred  negative  cash  flows  from  operations  since  our
inception,  and have  expended,  and expect to continue to expend in the future,
substantial  funds  to  implement  our  planned  product  development   efforts,
including acquisition of products and complementary  technologies,  research and
development,  clinical  studies and  regulatory  activities,  and to further our
marketing  and sales  programs.  We expect that our existing  capital  resources
combined with the gross proceeds before transaction costs of approximately $20.5
million  received  from the sale of our common stock in November  2003 should be
adequate to fund our operations and commitments well into 2005. We cannot assure
you that our  business  or  operations  will not  change in a manner  that would
consume  available  resources more rapidly than  anticipated.  We expect that we
will have additional  requirements  for debt or equity capital,  irrespective of
whether and when we reach profitability,  for further product development costs,
product and technology acquisition costs, and working capital.

         Our future  capital  requirements  and the adequacy of available  funds
will depend on numerous factors, including: (i) the successful commercialization
of our products; (ii) the costs associated with the acquisition of complementary

                                       24
<PAGE>

products and technologies; (iii) progress in our product development efforts and
the magnitude and scope of such efforts; (iv) progress with clinical trials; (v)
progress  with  regulatory  affairs   activities;   (vi)  the  cost  of  filing,
prosecuting,  defending  and  enforcing  patent  claims  and other  intellectual
property rights;  (vii) competing  technological  and market  developments;  and
(viii)  the  expansion  of  strategic   alliances  for  the  sales,   marketing,
manufacturing and distribution of our products. To the extent that the currently
available  funds and  revenues  are  insufficient  to meet  current  or  planned
operating  requirements,  we will be required to obtain additional funds through
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 us. If adequate  funds are not  available,  we may be required to
delay,  further  scale back or eliminate  certain  aspects of our  operations or
attempt to obtain funds  through  arrangements  with  collaborative  partners or
others that may require us to relinquish  rights to certain of our technologies,
product  candidates,  products or potential  markets.  If adequate funds are not
available,  our business,  financial condition and results of operations will be
materially and adversely affected.

COMMITMENTS

      We have  entered  into  various  contractual  obligations  and  commercial
commitments.  The following table  summarizes our contractual  obligations as of
September 30, 2003 (all amounts in thousands):

<TABLE>
<CAPTION>

                                            LESS THAN      1 TO 3       4 TO 5       MORE THAN
                                              1 YEAR        YEARS        YEARS        5 YEARS       TOTAL
                                           ----------    ---------     ----------   -----------  -----------
<S>                                         <C>           <C>          <C>           <C>            <C>
Long-term debt(1) ......................... $    40       $ 2,280      $     -       $     -        $ 2,320
Capital lease obligations..................      76            25            -             -            101
Facility leases............................     616           540            -             -          1,156
Other operating leases.....................      37             -            -             -             37
Manufacturing and research and
 development contracts.....................     510           347          260         1,010          2,127
Capital contribution to joint venture(2) ..     950             -            -            -             950
Minimum royalty payments(3)................     441         2,000        2,000        10,000         14,441
                                            -------       -------      -------       -------        -------

      Total................................ $ 2,670       $ 5,192      $ 2,260       $11,010        $21,132
                                            =======       =======      =======       =======        =======
</TABLE>
     (1)  In August 1998, we received $2.0 million from Elan Corporation, plc in
          exchange for a convertible  promissory  note.  The note is convertible
          into  shares  of  our  common  stock  at $28  per  share,  subject  to
          adjustments,  and  matures  in  August  2005.  The note  bears  annual
          interest of 7%, compounded  semi-annually,  however, such interest was
          not  payable in cash but was added to the  principal  for the first 24
          months;  thereafter,  interest is payable in cash.  The note  contains
          certain non-financial covenants.

     (2)  In October 2003, we  contributed  an additional  $950,000 to our joint
          venture with  Progenics,  The PSMA  Development  Company LLC, and have
          therefore  satisfied  our financial  commitments  to the joint venture
          through the end of 2003. The joint  venture's work plan,  budget,  and
          other operational and financial matters relating to periods after 2003
          will require the further  agreement  between us and Progenics prior to
          January 1, 2004 in order for the joint  venture to continue to receive
          operating  funds  thereafter.  In  subsequent  periods,  we may  incur
          significant and increasing costs to fund our share of the  development

                                       25
<PAGE>

          costs from the joint  venture,  although we cannot assure you that any
          further  agreements between us and Progenics will be reached regarding
          the joint venture.  Such funding amount may vary dependent upon, among
          other  things,  the results of the  clinical  trials and  research and
          development  activities,  competitive and technological  developments,
          and market opportunities


     (3)  Cytogen  acquired from The Dow Chemical  Company an exclusive  license
          for  Quadramet for the treatment of  osteoblastic  bone  metastases in
          certain  territories.  The agreement  requires us to pay Dow royalties
          based on a  percentage  of net  sales of  Quadramet,  or a  guaranteed
          contractual minimum payment,  whichever is greater, and future payment
          upon  achievement  of  certain   milestones.   Future  annual  minimum
          royalties  due to Dow are $1.0  million per year in 2003  through 2012
          and $2.0 million in 2013 through 2015.

           In addition to the above,  we are  obligated to make certain  royalty
payments based on sales of the related product and certain milestone payments if
our  collaborative   partners  achieved  specific   development   milestones  or
commercial milestones.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Financial  Reporting Release No. 60 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 our
Annual  Report on Form 10-K for the year ended  December 31,  2002,  as amended,
includes 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  materially  from
those estimates.

         REVENUE RECOGNITION

         We recognize revenue from the sale of our products upon shipment, which
is when title and risk of loss  passes to our  customers.  We do not grant price
protection  to  customers.  Prior to our  reacquisition  of  Quadramet  from our
marketing partner,  Berlex Laboratories in August 2003, we recognized  Quadramet
royalty revenue on Quadramet sales made by Berlex,  during each period as Berlex
sold the product.  As a result of the  reacquisition,  effective as of August 1,
2003, we began  recognizing  revenue from the sales of Quadramet  upon shipment,
which is when title and risk of loss passes to our customers.

         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.

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<PAGE>
         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  uncollectible  accounts if the
future  bad debt  expense  exceeds  our  estimated  reserve.  We are  subject to
concentration  risks as a limited number of our customers provide a high percent
of total revenues, and corresponding receivables.

         INVENTORIES

         Inventories  are stated at the lower of cost or market,  as  determined
using the first-in,  first-out method,  which most closely reflects the physical
flow  of our  inventories.  Our  products  and  raw  materials  are  subject  to
expiration  dating. We regularly review quantities on hand to determine the need
for  reserves  for  excess  and  obsolete  inventories  based  primarily  on our
estimated  forecast of 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

         We do  not  have  operations  subject  to  risks  of  foreign  currency
fluctuations,  nor do we use derivative financial  instruments in our operations
or investment  portfolio.  As of September 30, 2003, we had $2.3 million of debt
outstanding  with a fixed interest rate of 7%. We do not have exposure to market
risks associated with changes in interest rates, as we have no variable interest
rate debt outstanding.  Changes in interest rates could expose us to market risk
associated  with a fixed  interest  rate debt.  We do not believe that this debt
will have material exposure to market risks associated with interest rates.

ITEM 4 - CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure  controls and procedures.  Our management,
with the  participation of our chief executive  officer and principal  financial
officer,  evaluated the effectiveness of our disclosure  controls and procedures
(as defined in Rules  13a-15(e)  and  15d-15(e)  under the  Exchange  Act) as of

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<PAGE>

September 30, 2003.  In designing and  evaluating  our  disclosure  controls and
procedures,  our  management  recognized  that any controls and  procedures,  no
matter how well designed and operated,  can provide only reasonable assurance of
achieving their  objectives and management  necessarily  applied its judgment in
evaluating the  cost-benefit  relationship of possible  controls and procedures.
Based on this  evaluation,  our chief  executive  officer  and  chief  financial
officer  concluded  that, as of September 30, 2003, our disclosure  controls and
procedures were (1) designed to ensure that material information relating to us,
including our  consolidated  subsidiaries,  is made known to our chief executive
officer  and  chief   financial   officer  by  others  within  those   entities,
particularly  during the period in which this report was being  prepared and (2)
effective,  in that they provide reasonable  assurance that information required
to be  disclosed  by us in the reports that we file or submit under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in the SEC's rules and forms.

         (b) Changes in internal  controls.  No change in our  internal  control
over financial  reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred  during the fiscal quarter ended  September 30, 2003 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

PART II  - OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

June 6, 2003 Financing

         On June 6, 2003, we entered into a securities  purchase  agreement with
certain  institutional  investors pursuant to which we issued and sold 1,052,632
shares of our common  stock at $4.75 per share and issued  warrants  to purchase
315,790  shares of the our  common  stock  with an  exercise  price of $6.91 per
share.  In addition,  we entered into  registration  rights  agreements with the
investors in this financing.  Pursuant to the registration rights agreement,  we
filed a  registration  statement  on Form S-3 with the  Securities  and Exchange
Commission  on July 3, 2003 to  register  all of the shares of our common  stock
issued to the investors and all of the shares to be issued to the investors upon
exercise of such warrants. Such registration statement was declared effective by
the Securities and Exchange Commission on September 23, 2003.

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<PAGE>
         No  underwriter  was employed by us in connection  with the issuance of
the securities  described  above.  We believe that the issuance of the foregoing
securities was exempt from registration under Section 4(2) of the Securities Act
of 1933, as amended,  as transactions not involving a public  offering.  Each of
the recipients acquired the securities for investment purposes only and not with
a view to distribution and had adequate information about us.

July 10, 2003 Financing

         In July 2003, we entered into a securities  purchase agreement pursuant
to which we sold 1,172,332  shares of our common stock to certain  institutional
investors at $8.53 per share,  resulting in net proceeds of  approximately  $9.4
million.  In connection  with the sale,  we issued to the investors  warrants to
purchase  1,172,332  shares of our common stock with an exercise price of $12.80
per share. In addition,  we also issued: (i) warrants to purchase 100,000 shares
of our common stock at an exercise  price of $12.80 per share to a consultant as
part  of  its  compensation  for  services  rendered  in  connection  with  this
financing;  and (ii) warrants to purchase  125,000 shares of our common stock at
an exercise  price of $10.97,  to each of Bonanza  Master Fund Ltd.  and BayStar
Capital  II L.P.,  in  connection  with  such  entities'  waiver  of  rights  in
connection  with this  financing.  All warrants  issued in  connection  with the
financing  are  exercisable  until  July  10,  2008  and  become   automatically
exercised,  in full,  if: (i) the closing  price of the our common  stock (or in
case no sales are reported on any given  trading day, the average of the closing
bid and asked prices of our common stock on the NASDAQ  National Market for such
trading  day) is at least  130% of the  exercise  price  then in  effect  for 30
consecutive  trading days;  and (ii) a  registration  statement to register such
shares  of common  stock to be  issued  upon  such  exercise  has been  declared
effective by the  Securities  and Exchange  Commission.  Upon receipt of written
notice by us of such  automatic  exercise,  the  holders  of the  warrants  must
exercise  such  warrants  by paying us the  exercise  price  times the number of
shares of common stock issuable upon exercise. Furthermore, we paid a consultant
$500,000 as part of its compensation for consulting services that it rendered in
this financing.  On August 1, 2003, $8.0 million of such proceeds received by us
from  this  financing  was used to make an  upfront  payment  to  reacquire  the
marketing rights to Quadramet from Berlex Laboratories, Inc.

         In addition,  we entered into  registration  rights agreements with the
investors in this financing.  Pursuant to the registration rights agreement,  we
were  required to register  all of such shares of our common stock issued to the
investors,  and all of the shares to be issued to the investors upon exercise of
such  warrants.  Pursuant  to the  registration  rights  agreement,  we  filed a
registration  statement on Form S-3 with the Securities and Exchange  Commission
on October 1, 2003 to register all of such shares of our common  stock,  and all
of the shares to be issued to the  investors  upon  exercise  of such  warrants,
issued  in the  July  financing.  Such  registration  statement  on Form S-3 was
declared effective by the Securities and Exchange Commission on October 6, 2003.

         No  underwriter  was employed by us in connection  with the issuance of
the securities  described  above.  We believe that the issuance of the foregoing
securities was exempt from registration under Section 4(2) of the Securities Act

                                       29
<PAGE>
of 1933, as amended,  as transactions not involving a public  offering.  Each of
the recipients acquired the securities for investment purposes only and not with
a view to distribution and had adequate information about us.

ITEM 5.  OTHER INFORMATION

         On September 4, 2003,  Christopher P. Schnittker  joined Cytogen as our
Vice President and Chief Financial Officer.  We entered into a Change of Control
Severance Agreement with Mr. Schnittker upon his commencement of employment with
us.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits:

                  Exhibit No.           Description

     10.1 Securities Purchase Agreement by and among Cytogen Corporation and the
          Purchasers  (as  defined  therein)  dated July 10,  2003.  Filed as an
          exhibit to our Current  Report Form 8-K,  dated July 10,  2003,  filed
          with the  Securities  and Exchange  Commission  on July 11, 2003,  and
          incorporated herein by reference.

     10.2 Form of Common Stock Purchase Warrant issued by Cytogen Corporation in
          favor of each  Purchaser  (as defined  therein)  dated July 10,  2003.
          Filed as an exhibit to our  Current  Report  Form 8-K,  dated July 10,
          2003,  filed with the Securities  and Exchange  Commission on July 11,
          2003, and incorporated herein by reference.

     10.3 Registration Rights Agreement by and among Cytogen Corporation and the
          Purchasers  dated July 10,  2003.  Filed as an exhibit to our  Current
          Report Form 8-K,  dated July 10, 2003,  filed with the  Securities and
          Exchange  Commission  on July 11,  2003,  and  incorporated  herein by
          reference.

     10.4 Manufacturing  and Supply Agreement by and among Cytogen  Corporation,
          Berlex  Laboratories,  Inc. and DuPont  Pharmaceuticals  Company dates
          November 13, 1998 and effective as of January 1, 1999. Filed herewith.
          *

     10.5 Termination  Agreement between Cytogen and Berlex Laboratories,  Inc.,
          dated June 16, 2003. Filed herewith.*

     10.6 Assignment  Agreement between Cytogen and Berlex  Laboratories,  Inc.,
          dated August 1, 2003. Filed herewith.

                                       30
<PAGE>


     31.1 Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002. Filed herewith.

     31.2 Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002. Filed herewith.

     32   Certification pursuant to 18 U.S.C. Section 1350. Filed herewith.

  *  We have  submitted  an  application  for  confidential  treatment  with the
     Securities  and  Exchange  Commission  with  respect to certain  provisions
     contained  in  this  exhibit.  The  copy  filed  as an  exhibit  omits  the
     information subject to the confidentiality application.


(b) Reports on Form 8-K

                On July 3, 2003,  we filed a Current  Report on Form 8-K,  dated
         June 18, 2003,  under Item 5,  announcing  that we issued a joint press
         release with Advanced  Magnetics,  Inc.  regarding the  publication  of
         clinical data in the New England Journal of Medicine.

                On July 11, 2003, we filed a Current  Report on Form 8-K,  dated
         July  10,  2003,  under  Item  5,  announcing  that we  entered  into a
         securities  purchase  agreement  with certain  institutional  investors
         pursuant to which we issued and sold an aggregate  of 1,172,332  shares
         of our common stock at $8.53 per share and also issued warrants to such
         investors to purchase an  aggregate  of 1,172,332  shares of our common
         stock with an exercise price of $12.80 per share.

                On July 14, 2003, we filed a Current  Report on Form 8-K,  dated
         July  14,  2003,  under  Item 5,  announcing  that we  reached  certain
         agreements  with Progenics  Pharmaceuticals,  Inc.  regarding our joint
         venture with Progenics.

                On July 15, 2003, we filed a Current  Report on Form 8-K,  dated
         July 15, 2003,  under Item 5,  announcing  that we issued a joint press
         release regarding  presentations made at the International  Society for
         Magnetic  Resonance in  Medicine's  11th  Scientific  Meeting,  of data
         showing that magnetic  resonance with Combidex aids in the non-invasive
         diagnosis of metastatic lymph nodes.

                On August 1, 2003, we filed a Current  Report on Form 8-K, dated
         August  1,  2003,  under  Item 5,  announcing  that we  reacquired  the
         marketing rights held by Berlex  Laboratories to Quadramet in North and
         Latin America,  in exchange for an upfront  payment of $8.0 million and
         royalties based on future sales.

                On August 14, 2003,  we furnished a Current  Report on Form 8-K,
         dated August 14, 2003,  under Item 9, containing a copy of our earnings
         release  for the  periods  ended  June 30,  2003  (including  financial
         statements)  pursuant to Item 12 (Results of  Operations  and Financial
         Condition).

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<PAGE>

                On  November  3,  2003,  we filed a Current  Report on Form 8-K,
         dated October 30, 2003,  under Item 5,  announcing  our execution of an
         amendment and  restatement  of the  Distribution  Agreement  originally
         entered into between Cytogen and Matritech.

                On November 5, 2003, we furnished a Current  Report on Form 8-K,
         dated November 5, 2003,  containing a copy of our earnings  release for
         the period ended  September 30, 2003 (including  financial  statements)
         pursuant to Item 12 (Results of Operations and Financial Condition).

                On  November  7,  2003,  we filed a Current  Report on Form 8-K,
         dated November 7, 2003, under Item 5, announcing that we entered into a
         securities  purchase  agreement  with certain  institutional  investors
         pursuant to which we issued and sold an aggregate  of 1,863,637  shares
         of our common stock at $11.00 per share.



                                       32

<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 12, 2003         By: /s/ Michael D. Becker
     ----------------------         --------------------------------------------
                                    Michael D. Becker
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: November 12, 2003          By /s/ Christopher P. Schnittker
     ----------------------         --------------------------------------------
                                    Christopher P. Schnittker
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       33