SECURITIES AND EXCHANGE COMMISSION                CONFORMED
                             Washington, D.C. 20549                       COPY


                                    FORM 10-Q

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

                  For the quarterly period ended March  31, 1999
                                                 ---------------

                                       OR

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

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

                        Commission file number 333-02015
                                               ---------   



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


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

            600 COLLEGE ROAD EAST, CN 5308, PRINCETON, NJ 08540-5308
            --------------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

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

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

           Class                                  Outstanding at May 3, 1999   
----------------------------                      -----------------------------
Common Stock, $.01 par value                               65,105,097


<PAGE>

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

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

                                                                         MARCH 31,         DECEMBER 31,
                                                                           1999                1998  
                                                                        ---------          ------------
<S>                                                                     <C>                 <C>      
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                            $   6,073           $   3,015
   Receivable on common stock sold                                              -               2,500
   Accounts receivable, net                                                 1,369               1,362
   Inventories                                                                226                 250
   Other current assets                                                       504                 330
                                                                        ---------           ---------

         Total current assets                                               8,172               7,457
                                                                        ---------           ---------

PROPERTY AND EQUIPMENT:
   Leasehold improvements                                                   9,080               9,438
   Equipment and furniture                                                  4,886               7,350
                                                                        ---------           ---------
                                                                           13,966              16,788

   Less- Accumulated depreciation and amortization                        (11,891)            (14,163)
                                                                        ---------           ---------

         Net property and equipment                                         2,075               2,625
                                                                        ---------           ---------

   OTHER ASSETS                                                               838                 818
                                                                        ---------           ---------

                                                                        $  11,085           $  10,900
                                                                        =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
   Current portion of long-term liabilities                             $     104           $     848
   Accounts payable and accrued liabilities                                 4,277               7,386
                                                                        ---------           ---------

         Total current liabilities                                          4,381               8,234
                                                                        ---------           ---------

LONG-TERM LIABILITIES                                                       2,247               2,223
                                                                        ---------           ---------

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 5,400,000 shares authorized -
      Series C Junior Participating Preferred Stock, $.01 par value,
         200,000 shares authorized, none issued and outstanding                -                    -
   Common stock, $.01 par value, 89,600,000 shares authorized,
      65,112,000 and 61,950,000 shares issued and outstanding
      in 1999 and 1998, respectively                                          651                 619
   Additional paid-in capital                                             304,161             301,836
   Accumulated deficit                                                   (300,355)           (302,012)
                                                                        ---------           ---------

         Total stockholders' equity                                         4,457                 443
                                                                        ---------           ---------
                                                                        $  11,085           $  10,900
                                                                        =========           =========

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

                                       2
<PAGE>
<TABLE>
<CAPTION>


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


                                                                 THREE MONTHS ENDED MARCH 31,    
                                                                    1999               1998       
                                                                 ---------          ---------
<S>                                                              <C>                <C>   
REVENUES:
   Product Related:
      ProstaScint                                                $  1,592           $  1,538
      Others                                                          164                295
                                                                 --------           --------
         Total product sales                                        1,756              1,833

      Quadramet royalties                                             199              1,631
                                                                 --------           --------

         Total product related                                      1,955              3,464

   License and contract                                               369                667
                                                                 --------           --------

         Total revenues                                             2,324              4,131
                                                                 --------           --------

OPERATING EXPENSES:
   Cost of product and manufacturing revenues                       1,104              1,900
   Research and development                                         1,057              3,080
   Equity loss in Targon subsidiary                                     -              1,020
   Selling and marketing                                              946              1,051
   General and administrative                                         911              1,405
                                                                 --------           --------

         Total operating expenses                                   4,018              8,456
                                                                 --------           --------

         Operating loss                                            (1,694)            (4,325)

GAIN ON SALE OF LABORATORY AND MANUFACTURING FACILITIES             3,298               --
INTEREST INCOME                                                        95                206
INTEREST EXPENSE                                                      (42)              (218)
                                                                 --------           --------

NET INCOME (LOSS)                                                   1,657             (4,337)
DIVIDENDS ON SERIES B PREFERRED STOCK                                   -                (82)
                                                                 --------           --------

NET INCOME (LOSS) TO COMMON STOCKHOLDERS                         $  1,657           $ (4,419)
                                                                 ========           ========

NET INCOME (LOSS) PER COMMON SHARE
      BASIC AND DILUTED                                          $   0.03           $  (0.08)
                                                                 ========           ========

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING
      BASIC                                                        64,192             52,620
                                                                 ========           ========
      DILUTED                                                      64,496             52,620
                                                                 ========           ========

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


                                       3

<PAGE>
<TABLE>
<CAPTION>

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



                                                                          THREE MONTHS ENDED MARCH 31,
                                                                             1999               1998      
                                                                          ---------          ---------

<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                          $ 1,657           $(4,337)
                                                                           -------           -------
Adjustments to reconcile net income (loss) to cash used for
      operating activities:
         Depreciation and amortization                                         258               344
         Imputed interest                                                        -                40
         Stock grants                                                            -                11
         Write down of assets                                                   14                 -
         Gain on sale of laboratory and manufacturing facilities            (3,298)                -
         Equity loss in Targon subsidiary                                        -             1,020
         Changes in assets and liabilites:
            Accounts receivable, net                                            (7)           (1,730)
            Inventories                                                         24               188
            Other assets                                                      (194)               14
            Accounts payable and accrued liabilities                        (3,109)             (445)
                                                                           -------           -------

                   Total adjustments                                        (6,312)             (558)
                                                                           -------           -------

      Net cash used for operating activities                                (4,655)           (4,895)
                                                                           -------           -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of laboratory and manufacturing facilities            3,584                 -
Purchases of property and equipment                                             (8)               (8)
                                                                           -------           -------

      Net cash provided by (used for) investing activities                   3,576                (8)
                                                                           -------           -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                       4,857                17
Payment of long-term liabilities                                              (720)              (28)
                                                                           -------           -------

      Net cash provided by (used for) financing activities                   4,137               (11)
                                                                           -------           -------

Net increase (decrease) in cash and cash equivalents                         3,058            (4,914)

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

Cash and cash equivalents, end of period                                   $ 6,073           $ 2,487
                                                                           =======           =======


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

                                       4

<PAGE>


                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

THE COMPANY

     CYTOGEN  Corporation  ("CYTOGEN" or the  "Company") is a  biopharmaceutical
company engaged in the development,  commercialization and marketing of products
to improve  diagnosis and treatment of prostate  disease,  of products for unmet
needs in the broader urological/oncological market, and certain areas within the
field of oncology,  and other areas related to its areas of expertise.  In March
1997,  CYTOGEN  received  clearance  from the U.S. Food and Drug  Administration
("FDA") to market Quadramet(R),  CYTOGEN's product for the relief of pain due to
cancers that have spread to the skeleton  and that can be  visualized  on a bone
scan.  In October 1996,  CYTOGEN  received  marketing  approval from FDA for the
ProstaScint(R)  imaging agent,  CYTOGEN's  prostate  cancer  diagnostic  imaging
product.  In December  1992,  FDA approved  OncoScint  CR/OV(R)  imaging  agent,
CYTOGEN's colorectal and ovarian cancer specific diagnostic imaging product, for
single  administration  per patient.  In November 1995, FDA approved an expanded
indication  allowing for repeat  administration  of OncoScint  CR/OV.  All three
products are currently  available in the marketplace.  Operations of the Company
are subject to certain risks and  uncertainties  including,  but not limited to,
access to capital,  product  market  acceptance,  product  efficacy and clinical
trials,  technological  uncertainty,   uncertainties  of  future  profitability,
dependence on collaborative relationships and key personnel.

BASIS OF CONSOLIDATION

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

BASIS OF PRESENTATION

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

                                       5

<PAGE>

                      CYTOGEN CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


CASH AND CASH EQUIVALENTS

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

NET INCOME (LOSS) PER SHARE

      Basic net  income  (loss)  per  common  share is based  upon the  weighted
average  common shares  outstanding  during each period.  Diluted net income per
common share is based upon the weighted  average common shares  outstanding  and
common share  equivalents  which  represent the  incremental  common shares that
would have been  outstanding  under certain employee stock options and warrants,
upon assumed  exercise of dilutive stock options and warrants.  The common stock
equivalents  were excluded from the diluted net loss per share  calculation  for
the three months ended March 31, 1998 as their effect would be antidilutive.


2.  SALE OF LABORATORY AND MANUFACTURING FACILITIES:

      In  January  1999,   the  Company  sold  certain  of  its  laboratory  and
manufacturing  facilities to Bard BioPharma  L.P., a subsidiary of Purdue Pharma
L.P.  ("Purdue"),  for $3.9 million.  CYTOGEN also signed a three-year agreement
under which two of CYTOGEN's  products,  ProstaScint and OncoScint  CR/OV,  will
continue to be  manufactured by CYTOGEN at its former  facility.  As a result of
the sale,  the Company  recognized a gain of  approximately  $3.3 million in its
consolidated  statement  of  operations  in the first  quarter  of 1999.  With a
portion  of the  proceeds  from  the  sale,  the  Company  repaid  the  $744,000
outstanding balance of a term loan.


3. COMMON STOCK:

      In January 1999, the Company sold 2,666,667 shares of CYTOGEN common stock
to a subsidiary of The Hillman Company for an aggregate price of $2.0 million or
$0.75 per share.  Also in January,  the Company exercised a put right granted to
CYTOGEN under a 1998 equity line agreement with an institutional  investor,  for
the sale of 475,342 shares of common stock at an aggregate  price of $500,000 or
$1.0519 per share.

                                       6

<PAGE>


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

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

      In January 1999,  CYTOGEN sold certain of its laboratory and manufacturing
facilities  to  Purdue  for $3.9  million.  CYTOGEN  also  signed  a  three-year
agreement under which two of CYTOGEN's products, ProstaScint and OncoScint CR/OV
will  continue  to be  manufactured  at  its  former  research  and  development
facility. Employees involved in manufacturing will remain CYTOGEN employees, but
Purdue will absorb  their  labor  costs  except for time spent on  manufacturing
CYTOGEN products. Cost of products have decreased under this new arrangement. As
a result of the sale of facilities, the Company recorded a gain of approximately
$3.3 million in the first quarter of 1999.

      Also in January  1999,  the Company  sold an  aggregate of $2.0 million of
common stock to a subsidiary  of The Hillman  Company and $0.5 million of common
stock to an  institutional  investor  upon an exercise of a put right granted to
the  Company  under a 1998  equity  line  agreement.  See Note 3 of Notes to the
Consolidated Financial Statements.

      REVENUES.  Total revenues for the first quarter of 1999 and 1998 were $2.3
million and $4.1 million, respectively. Product related revenues, which included
product sales and  royalties,  accounted for 84% of total  revenues in both 1999
and 1998. License and contract revenues accounted for the remainder of revenues.

    Product  related  revenues for the first  quarter in 1999 and 1998 were $2.0
million and $3.5 million, respectively. ProstaScint accounted for 81% and 44% of
product  related  revenues in the first quarter of 1999 and 1998,  respectively,
while  revenues  from  Quadramet  accounted  for 10% and 47% of product  related
revenues for the  comparable  periods in 1999 and 1998,  respectively.  Sales of
ProstaScint  were $1.6  million in the first  quarter of 1999  compared  to $1.5
million in the first quarter of 1998.  ProstaScint sales have experienced growth
since product launch,  however,  there can be no assurance that such growth will
continue.  Revenues from Quadramet decreased to $199,000 in the first quarter of
1999 from $1.6  million in the first  quarter of 1998.  From the time of product
launch  in 1997  through  June  1998,  CYTOGEN  recorded  royalty  revenues  for
Quadramet based on minimum contractual payments,  which were in excess of actual
sales. Subsequent to June 1998, the minimum royalty arrangement was discontinued
and CYTOGEN  recorded  product  revenues from  Quadramet  based on actual sales.
Beginning in 1999,  the Quadramet  royalties are based on net sales of Quadramet
by  Berlex  Laboratories   ("Berlex"),   CYTOGEN's  new  marketing  partner  for
Quadramet.  The product was re-launched in March 1999. Although CYTOGEN believes
that Berlex is an advantageous marketing partner, there can be no assurance that
Quadramet  will,  following  the  re-launch  of  the  product,   achieve  market
acceptance on a timely basis or sufficiently  to result in significant  revenues
for CYTOGEN.


                                       7

<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  (CONT'D)

      Other product sales,  including sales from OncoScint CR/OV,  were $164,000
in 1999  compared to $295,000  recorded in the  comparable  period of 1998.  The
decrease  from  the  prior  year is due in part  to the  discontinuation  of the
autolymphocyte  therapy  treatment  program resulted from the closure of Cellcor
Inc.("Cellcor"),  a  subsidiary  of  CYTOGEN,  in  September  1998.  Sales  from
OncoScint  CR/OV were  $164,000 in the three  months ended March 31, 1999 versus
$263,000  in the same period of 1998.  The  decrease  in  OncoScint  sales was a
result  of  customers  delaying  orders  pending  a new  production  run with an
extended shelf life.

      License and contract  revenues for the first quarter in 1999 and 1998 were
$369,000  and  $667,000,  respectively,  and  included  $289,000 and $485,000 of
contract manufacturing revenues in 1999 and 1998,  respectively.  The Company is
phasing  out  contract   manufacturing   services,   due  to  the  sale  of  the
manufacturing  facility,  and expects to receive no further  revenues  from this
service after 1999.  License and contract  research  revenues have fluctuated in
the past and may fluctuate in the future.

      OPERATING  EXPENSES.  Total operating  expenses were $4.0 million and $8.5
million for the first quarter of 1999 and 1998, respectively.  The decrease from
the prior year  period was a result of savings  realized  from  various  actions
taken in 1999 and 1998,  including  the sale of the  manufacturing  facility and
effectively  out-sourcing the manufacturing of the Company's products (described
above), closure of the Cellcor subsidiary, corporate downsizing, the termination
of product  development efforts through Targon Corporation  ("Targon"),  and the
curtailing of certain basic research and clinical programs. The savings over the
prior year  period  included  $648,000  from cost of product  and  manufacturing
revenues  under the new  agreement  with  Purdue,  $1.2 million from the Cellcor
closure, $1.0 million from the sale of Targon,  $442,000 from the termination of
basic  research  programs,  $481,000  from the  curtailment  of  other  clinical
programs,   and  $494,000   from  cost   containment   efforts  in  general  and
administrative services.

      Cost of product and contract  manufacturing revenues for the first quarter
of 1999 were $1.1 million  compared to $1.9 million  recorded in the same period
of the prior year.  The decrease  from the prior year period is due to decreased
contract  manufacturing  costs associated with decreased contract  manufacturing
revenues in 1999 and lower manufacturing  costs for CYTOGEN products.  Under the
new  agreement  with Purdue,  employees  involved in  manufacturing  will remain
CYTOGEN  employees,  but Purdue  will absorb  their labor costs  except for time
spent  on  manufacturing  CYTOGEN  products  (see  Note  2 to  the  Consolidated
Financial  Statements).  The majority of maintenance and facility  related costs
are absorbed by Purdue.

      Research and development  expenses for the first quarter of 1999 were $1.1
million  compared  to $3.1  million  recorded  in the same  period of 1998.  The
decrease  from the prior year period is due to the  curtailing of certain of the
Company's  product  development  efforts  including the closure of Cellcor,  the
termination  of basic  research  programs  and scale  back of  various  clinical
programs.

      Equity loss in Targon subsidiary was $1.0 million for the first quarter of
1998. The Company sold its interest in Targon in 1998.

                                       8

<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  (CONT'D)

      Selling and marketing expenses were $946,000 for the first quarter of 1999
compared to $1.1 million in the same period of 1998.  These expenses reflect the
marketing efforts for ProstaScint product and expenses to establish and maintain
PIE ("Partners in Excellence") program, a network of accredited nuclear medicine
imaging   centers   ("PIE  Site")  that  are  certified  as  proficient  in  the
interpreting of the ProstScint scans. As of April 1999, there are 261 PIE Sites.
The decrease in  expenditures  over the prior year period is due to the deferral
of certain marketing programs.

      General and  administrative  expenses  for the first  quarter of 1999 were
$911,000  compared  to $1.4  million  for the  comparable  period  in 1998.  The
decrease  from  the  prior  year  is due to  various  cost  containment  efforts
implemented  in 1999  and  1998  including  closure  of  Cellcor  and  corporate
downsizing.

      GAIN ON SALE OF  LABORATORY  AND  MANUFACTURING  FACILITIES.  The  Company
recorded a gain of $3.3 million in the first  quarter of 1999  resulting  from a
sale of certain of the  Company's  laboratory  and  manufacturing  facilities to
Purdue for $3.9 million (see Note 2 to the Consolidated Financial Statements).

      INTEREST INCOME/EXPENSE. Interest income for the first quarter of 1999 was
$95,000  compared  to  $206,000  in the same  period  of 1998.  The 1998  income
included  interest  realized from the $10.0 million note from Targon,  which was
canceled as a result of the sale of Targon in 1998.

      Interest  expense for the first  quarter of 1999 was  $42,000  compared to
$218,000 recorded in the same period of 1998. The 1998 expense included interest
associated with the $10.0 million note due to Elan  Corporation,  plc, which was
canceled as a result of the sale of Targon in 1998.

      NET INCOME (LOSS). Net income to common stockholders for the first quarter
in 1999 was $1.7 million  compared to a net loss of $4.4 million incurred in the
same  period of 1998.  The basic  earnings  per common  share were $0.03 on 64.2
million  average common shares  outstanding  compared to a loss of $0.08 on 52.6
million average common shares  outstanding for the same period in 1998. The 1999
diluted  earnings  per common share were $0.03 on 64.5  million  average  common
shares outstanding compared to a diluted loss per share of $0.08 on 52.6 million
average common shares outstanding in the same period of 1998.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's cash and cash  equivalents were $6.1 million as of March 31,
1999,  compared  to $3.0  million as of  December  31,  1998.  The cash used for
operating  activities for the three months ended March 31, 1999 was $4.7 million
versus $4.9  million in the same period of 1998.  The  decrease in cash used for
operating  activities was primarily due to reduced  expenditures  as a result of
various cost containment efforts,  partially offset by a payment of $1.0 million
to The Dupont  Pharmaceuticals  Company  ("Dupont") for Quadramet  manufacturing
commitment  and  payments  of  various  1998  restructuring   costs,   including
severances.

                                       9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  (CONT'D)

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

      In October 1998, the Company  entered into an agreement  with  Kingsbridge
Capital  Ltd.  ("Kingsbridge")  for a $12  million  common  stock  equity  line.
Pursuant to the Equity Line Agreement,  the Company, subject to the satisfaction
of certain  conditions  was granted the right to issue and sell to  Kingsbridge,
and  Kingsbridge  would be  obligated  to  purchase up to $12 million of CYTOGEN
common stock from time to time (collectively,  the "Put Rights") over a two year
period  at a  purchase  price per share  equal to 85% of the  average  of lowest
trading  prices of CYTOGEN common stock during five  designated  trading days as
determined  under the Equity Line  Agreement.  The Company can  exercise the Put
Rights every 20 trading days in the amounts ranging from $150,000 to $1 million,
subject to the  satisfaction  of minimum  trading  volumes  and market  price of
CYTOGEN  common stock and  registration  of the shares of common stock under the
Securities Act of 1933, as amended.  The Company is required to exercise the Put
Rights with  respect to a minimum of $3 million over the life of the Equity Line
Agreement. In addition, the Company granted to Kingsbridge a warrant to purchase
up to 200,000  shares of CYTOGEN common stock at an exercise price of $1.016 per
share through April 2002. In January 1999, the Company exercised a Put Right for
the sale of 475,342 shares of common stock at an aggregate  price of $500,000 or
$1.0519 per share.

      January 1999, CYTOGEN sold 2,666,667 shares to a subsidiary of The Hillman
Company at $0.75 per share for a total of $2.0  million.  The  shares  were sold
under a registration statement.

      In  January  1999,  the  Company  sold its  manufacturing  and  laboratory
facilities for $3.9 million, of which $744,000 of the proceeds was used to repay
the outstanding balance of a term loan entered in 1998.

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

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

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

                                       10

<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  (CONT'D)

      In 1996,  CYTOGEN  entered into an agreement  with C.R Bard Inc.  ("Bard")
(the "Co-Promotion  Agreement") to market and promote  ProstaScint,  pursuant to
which Bard will make payments upon the occurrence of certain  milestones,  which
include expansion of co-marketing  rights in selected countries outside the U.S.
During   the   term  of  the   Co-Promotion   Agreement,   Bard   will   receive
performance-based  compensation  for its services.  In the first quarter of 1999
and 1998, the Company  recorded  $159,000 and $154,000,  respectively,  for Bard
commissions.

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

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

      New  Jersey  has  enacted   legislation   permitting  certain  New  Jersey
Corporations  to sell tax losses  and  research  and  development  credits.  The
Company has been advised that the state is  developing  procedures  to implement
the program,  including potential changes to the legislation in order to clarify
the intent of the legislation.  The Company also understands that the program is
expected to be implemented during the summer of 1999;  however, no assurance can
be given as to the program.

     The Company has  incurred  negative  cash flows from  operations  since its
inception,  and has  expended,  and expects to continue to expend in the future,
substantial funds to complete its planned product development efforts, including
acquisition   of  products   and   complementary   technologies,   research  and
development,  clinical  studies and  regulatory  activities,  and to further its
marketing and sales. The Company expects that its existing capital  resources as
of March 31, 1999, together with decreased operating costs, but exclusive of the
amounts which may be available under the Equity Line Agreement, or other sources
of capital will be adequate to fund the Company's operations into the year 2000.
Management believes the addition of the Equity Line Agreement,  will provide the
Company with additional cash flow to sustain  operations well into year 2000. No
assurance can be given that the Company will not consume a significant amount of
its available resources before that time. In addition,  the Company expects that
it will have additional requirements for debt or equity capital, irrespective of
whether and when it reaches profitability,  for further development of products,

                                       11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  (CONT'D)

product and technology  acquisition  costs, and working  capital.  The Company's
future capital  requirements  and the adequacy of available funds will depend on
numerous factors,  including the successful  commercialization  of its products,
the  costs  associated  with  the  acquisition  of  complementary  products  and
technologies,  progress in its product  development  efforts,  the magnitude and
scope of such efforts,  progress with clinical trials,  progress with regulatory
affairs  activities,  the cost of filing,  prosecuting,  defending and enforcing
patent claims and other intellectual  property rights,  competing  technological
and market developments, and the expansion of strategic alliances for the sales,
marketing,  manufacturing  and distribution of its products.  To the extent that
the currently  available funds and revenues  including the Equity Line Agreement
are insufficient to meet current or planned operating requirements,  the Company
will be required to obtain  additional  funds through equity or debt  financing,
strategic  alliances  with  corporate  partners  and  others,  or through  other
sources.  Based on the Company's historical ability to raise capital and current
market  conditions,  the  Company  believes  other  financing  alternatives  are
available.  There can be no assurance that the financing  commitments  described
above or other financial  alternatives will be available when needed or at terms
commercially acceptable to the Company. If adequate funds are not available, the
Company  may be  required  to delay,  further  scale back or  eliminate  certain
aspects of its operations or attempt to obtain funds through  arrangements  with
collaborative  partners or others  that may  require  the Company to  relinquish
rights to certain of its technologies, product candidates, products or potential
markets. If adequate funds are not available, the Company's business,  financial
condition and results of operations will be materially and adversely affected.

YEAR 2000 COMPLIANCE

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

      CYTOGEN's  Internal  Systems.  The  efficient  operation of the  Company's
business is dependent in part on its computer  software  programs and  operating
systems  (collectively,  Programs and Systems).  These  Programs and Systems are
used in  several  key  areas  of the  Company's  business,  including  clinical,
purchasing,  inventory management,  sales, shipping, and financial reporting, as
well as in various  administrative  functions.  The  Company has  completed  its
evaluation  of the  Program  and Systems to  identify  any  potential  year 2000
compliance problem.  Based on present information,  the Company believes that it
will  be  able  to  achieve  year  2000  compliance  through  a  combination  of
modifications or replacement of existing  Programs and Systems.  The majority of
the Company's  internal systems have been replaced with fully compliant systems.
The remaining systems are expected to be compliant by July 31, 1999 at a cost of
$10,000.  However, there can be no assurance that the required expenditures will
not exceed that amount.

      Readiness  of  Third  Parties.  The  Company  is  also  working  with  its
processing banks,  network providers and manufacturing  partners to ensure their
systems  are  year  2000  compliant.  All  these  costs  will  be  borne  by the
processors,   network  and  software   companies  and  manufacturing   partners.
Currently,  the Company's processing banks and manufacturing partners are in the
process of completing their year 2000 compliance programs.  If the manufacturing

                                       12
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS  (CONT'D)

partners systems fail on January 1, 2000 the Company's revenues may be adversely
impacted. In the event that some or all of the processing banks are unable to be
compliant, the Company will switch merchant year 2000 accounts to those that are
compliant.

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

      Contingency Plans. The Company is in the process of developing contingency
plans to  address a worst  case year 2000  scenario.  This  contingency  plan is
expected to be completed by August 31, 1999.


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

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

                                       13

<PAGE>



PART II  -  OTHER INFORMATION
-------     -----------------

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

      (a) Exhibits:

          3.1  By-Laws of the Company, as amended.

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

      (b) Reports on Form 8-K:

                   During the first  quarter of 1999,  the Company  filed a Form
                   8-K  dated  February  1,  1999 to  report  on "Item 5.  Other
                   Events" the fourth quarter and year-end 1998 results.


                                       14
<PAGE>


                                   SIGNATURES



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


                                               CYTOGEN CORPORATION





Date May 14, 1999                              By /s/ Jane M. Maida       
     ----------------                            -------------------------------
                                                 JANE M. MAIDA
                                                 Chief Accounting Officer
                                                 (Authorized Accounting Officer)






                                       15