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 March 31, 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 Organization)                            Identification Number)

      650 College Road East, CN 5308, 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 checkmark  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 May 1, 2003
----------------------------                          --------------------------
Common Stock, $.01 par value                                   8,813,832


<PAGE>

                      CYTOGEN CORPORATION AND SUBSIDIARIES
                               INDEX TO FORM 10-Q




Part I.  FINANCIAL INFORMATION...............................................  1

Item 1.  Financial Statements................................................  1

     Consolidated Balance Sheets as of March 31, 2003
      (unaudited) and December 31, 2002......................................  1

     Consolidated Statements of Operations for the three months ended
      March 31, 2003 and 2002 (unaudited)....................................  2

     Consolidated Statements of Cash Flows for the three months ended
      March 31, 2003 and 2002 (unaudited)....................................  3

     Notes to Consolidated Financial Statements (unaudited)..................  4

Item 2.  Management's Discussion And Analysis Of Financial Condition
 And Results of Operations...................................................  9

Item 3.  Quantitative And Qualitative Disclosures About Market Risk.......... 17

Item 4.  Controls and Procedures............................................. 18

Part II. OTHER INFORMATION.................................................. 19

Item 6.  Exhibits And Reports On Form 8-K.................................... 19

SIGNATURES................................................................... 20

CERTIFICATIONS............................................................... 21



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


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

                                                                        March 31,    December 31,
                                                                          2003           2002
                                                                       ----------    ------------
<S>                                                                    <C>            <C>
ASSETS:
Current Assets:
  Cash and cash equivalents ......................................     $  11,131      $  14,725
  Accounts receivable, net .......................................         1,419          1,778
  Inventories ....................................................         1,838          1,262
  Other current assets ...........................................         1,104            643
                                                                       ---------      ---------

      Total current assets .......................................        15,492         18,408

Property and Equipment, net ......................................           917          1,072

Other Assets .....................................................         1,047            414
                                                                       ---------      ---------


                                                                       $  17,456      $  19,894
                                                                       =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term liabilities .......................     $      75      $      80
  Accounts payable and accrued liabilities .......................         4,017          4,427
  Deferred revenue ...............................................           354            385
                                                                       ---------      ---------

      Total current liabilities ..................................         4,446          4,892
                                                                       ---------      ---------

Long-Term Liabilities ............................................         2,614          2,614
                                                                       ---------      ---------

Deferred Revenue .................................................         1,735          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,
    8,764,074 and 8,758,235 shares issued and outstanding
    at March 31, 2003 and December 31, 2002, respectively ........            88             88
  Additional paid-in capital .....................................       366,906        366,884
  Deferred compensation ..........................................            (2)            (4)
  Accumulated deficit ............................................      (358,331)      (356,380)
                                                                       ---------      ---------

      Total stockholders' equity .................................         8,661         10,588
                                                                       ---------      ---------
                                                                       $  17,456      $  19,894
                                                                       =========      =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                1
<PAGE>
                               CYTOGEN CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                         (All amounts in thousands, except per share data)
                                            (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                          ----------------------------
                                                             2003              2002
                                                          ----------        ----------
<S>                                                         <C>              <C>
Revenues:
  Product related:
    ProstaScint .........................................   $ 1,620          $ 2,076
    Others ..............................................       265              506
                                                            -------          -------
             Total product sales ........................     1,885            2,582

    Quadramet royalties .................................       449              499
                                                            -------          -------
             Total product related ......................     2,334            3,081

    License and contract ................................       143              215
                                                            -------          -------

             Total revenues .............................     2,477            3,296
                                                            -------          -------

Operating Expenses:
  Cost of product related revenues ......................       910            1,054
  Research and development ..............................       833            3,799
  Equity loss in PSMA LLC ...............................       880              513
  Selling and marketing .................................     1,302            1,453
  General and administrative ............................     1,076            1,510
                                                            -------          -------

             Total operating expenses ...................     5,001            8,329
                                                            -------          -------

             Operating loss .............................    (2,524)          (5,033)

Interest income .........................................        36               77
Interest expense ........................................       (47)             (42)
                                                            -------          -------

             Loss before income taxes ...................    (2,535)          (4,998)

Income tax benefit ......................................      (584)               -
                                                            -------          -------

Net loss ................................................   $(1,951)         $(4,998)
                                                            =======          =======

Basic and diluted net loss per share ....................   $ (0.22)         $ (0.62)
                                                            =======          =======

Weighted average common shares outstanding...............     8,763            8,122
                                                            =======          =======

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

                                                2
<PAGE>
                                      CYTOGEN CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (All amounts in thousands)
                                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                                                     ----------------------------
                                                                         2003             2002
                                                                     -----------       ----------

<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................     $ (1,951)          $ (4,998)
Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization ..........................           163                194
       Stock-based compensation expenses ......................             5                501
       Amortization of deferred revenue .......................           (96)              (215)
       Stock-based milestone payment ..........................             -              2,000
       Changes in assets and liabilites:
         Receivables, net .....................................           359                961
         Inventories ..........................................          (576)               200
         Other assets .........................................        (1,102)               189
         Accounts payable and accrued liabilities .............          (396)            (1,380)
         Other liabilities ....................................            39                 39
                                                                     --------           --------

        Net cash used in operating activities ..................       (3,555)            (2,509)
                                                                     --------           --------

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

        Net cash provided by investing activities ..............            -                 76
                                                                     --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock .........................            5              7,991
Payment of long-term liabilities ...............................          (44)               (24)
                                                                     --------           --------

        Net cash provided by (used in) financing activities ....          (39)             7,967
                                                                     --------           --------

Net increase (decrease) in cash and cash equivalents ...........       (3,594)             5,534

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

Cash and cash equivalents, end of period .......................     $ 11,131           $ 16,843
                                                                     ========           ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                3

<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

         Cytogen  Corporation  ("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  in-house
specialty sales force: 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 also  developed  Quadramet(R),  a  skeletal  targeting  therapeutic
radiopharmaceutical  for the relief of bone pain in prostate  and other types of
cancer, for which the Company receives royalties on product sales through Berlex
Laboratories,  the U.S.  affiliate  of Schering AG  Germany,  which  markets the
product in the United States. Cytogen's pipeline comprises product candidates at
various  stages  of  clinical  development,  including  fully  human  monoclonal
antibodies  and  cancer  vaccines  based  on PSMA  (prostate  specific  membrane
antigen)   technology,    which   was   exclusively   licensed   from   Memorial
Sloan-Kettering  Cancer  Center.  Cytogen  also  conducts  research  in cellular
signaling through its AxCell Biosciences research subsidiary in Newtown, PA.

         In August 2000, the Company  expanded its product  pipeline by entering
into marketing,  license and supply agreements with Advanced Magnetics, Inc. for
Combidex(R),  which  is an  investigational  magnetic  resonance  imaging  (MRI)
contrast  agent  that  assists  in  the   differentiation   of  metastatic  from
non-metastatic  lymph nodes.  Cytogen holds  exclusive  United States  marketing
rights to Combidex.  Advanced  Magnetics is continuing its discussions  with the
FDA relating to outstanding  issues regarding an approvable letter received from
the FDA dated June 2000, in an effort to bring Combidex to market.

Basis of Consolidation

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

Basis of Presentation

         The consolidated  financial statements and notes thereto of Cytogen are
unaudited and include all adjustments,  which in the opinion of management,  are
necessary to present fairly the financial  condition  and  results of operations
as of and  for  the  periods  set  forth  in the  Consolidated  Balance  Sheets,
Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
All  such  accounting  adjustments  are  of  a  normal,  recurring  nature.  The
consolidated  financial  statements  do not include all of the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with 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

                                       4
<PAGE>
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:

                                       March 31,        December 31,
                                         2003               2002
                                      ----------        -----------

  Raw materials.................      $  780,000        $  506,000
  Work-in process...............         541,000            39,000
  Finished goods................         517,000           717,000
                                      ----------        ----------
                                      $1,838,000        $1,262,000
                                      ==========        ==========

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,  as the  inclusion  of  common  stock
equivalents would be antidilutive due to the Company's losses.

Other Comprehensive Loss

         Other   comprehensive  loss  consisted  of  an  unrealized  loss  on  a
marketable security.  For the three months ended March 31, 2002, the fair market
value of that security  decreased  $316,000,  and as a result, the comprehensive
loss for the three  months  ended March 31, 2002 was  $5,314,000.  There were no
marketable securities outstanding during the first quarter of 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.

                                       5
<PAGE>

         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:

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                          2003          2002
                                                          ----          ----

Net loss, as reported ............................   $(1,951,000)   $(4,998,000)
 Add: Stock-based employee compensation
      expense included in reported net loss ......         1,000        288,000
 Deduct: Total stock-based employee
      compensation expense determined under fair
      value-based method for all awards ..........      (351,000)      (789,000)
                                                     -----------    -----------

Pro forma net loss ...............................   $(2,301,000)   $(5,499,000)
                                                     ===========    ===========

Basic and diluted net loss per share, as reported    $     (0.22)   $     (0.62)
Pro forma basic and diluted net loss per share ...   $     (0.26)   $     (0.68)

2.  EQUITY LOSS IN PSMA DEVELOPMENT CO. LLC:

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

         The Company  accounts for the Joint  Venture using the equity method of
accounting.  Through November 2001,  Progenics was obligated to fund the initial
$3.0 million of the development costs. Beginning in December 2001, Cytogen began
to recognize 50% of the Joint Venture's  operating  results in its  consolidated
statement  of  operations.  The JV is expected  to  continue to incur  losses in
future  years.  For the three  months  ended  March 31,  2003 and 2002,  Cytogen
recognized $880,000 and $513,000, respectively, of such  losses. As of March 31,
2003 and December 31, 2002,  the carrying  value of the Company's  investment in
the Joint  Venture was  $622,000  and  $1,000,  respectively,  which  represents
Cytogen's investment to date in the Joint Venture,  less its cumulative share of
losses,  which net  investment is recorded in other assets.  Selected  financial
statement information of the Joint Venture is as follows:

                                       6
<PAGE>



                                          March 31,     December 31,
                                            2003            2002
                                        ------------    ------------
Balance Sheet Data:

Cash ................................   $  1,903,000    $    290,000
                                        ============    ============

Accounts payable ....................   $    676,000    $    304,000
Capital contributions ...............     14,399,000      11,399,000
Accumulated deficit .................    (13,172,000)    (11,413,000)
                                        ------------    ------------

                                        $  1,903,000    $    290,000
                                        ============    ============

                                                                For the Period
                                   Three Months Ended         From June 15, 1999
                              ----------------------------      (inception) to
                                   2003           2002          March 31, 2003
                              ------------    ------------    ------------------
Interest income............   $          -    $          -       $    229,000
Total expenses ............      1,759,000       1,027,000         13,401,000
                              ------------    ------------       ------------

Net loss ..................   $ (1,759,000)   $ (1,027,000)      $(13,172,000)
                              ============    ============       ============

3.  LITIGATION:

         On March 17, 2000,  Cytogen was served with a complaint  filed  against
the  Company in the U.S.  District  Court for the  District  of New Jersey by M.
David   Goldenberg   ("Goldenberg")   and   Immunomedics,   Inc.   (collectively
"Plaintiffs").  The  litigation  claims  that  ProstaScint  infringes  a  patent
purportedly  owned by  Goldenberg  and  licensed  to  Immunomedics.  The Company
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 products or technology. In addition, the Company 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 December 17, 2001,  Cytogen filed a motion for summary
judgment of non-infringement  of the asserted claims of the patent-in-suit.  The
Plaintiffs  opposed  that  motion and filed their own  cross-motion  for summary
judgment  of  infringement.  On July 3, 2002,  the Court  denied  both  parties'
summary judgment motions, with leave to renew those motions after hearing expert
testimony  and legal  argument  based upon that  testimony.  On April 29,  2003,
Cytogen's motion for summary judgment of non-infringement of all asserted claims
was granted,  plantiff's motion for summary judgement of infringement was denied
and the case was ordered closed.  On May 12, 2003,  Plaintiffs filed a Notice of
Appeal  regarding  this  decision  to the U.S.  Court of Appeals for the Federal
Circuit.

                                       7
<PAGE>



4.  INCOME TAXES

         During the first quarter of 2003, the Company sold New Jersey State net
operating loss and research and development credit carryforwards, which resulted
in the recognition of $584,000 of income tax benefit.




                                       8
<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.
Factors that could cause actual results to differ materially,  include,  but are
not limited to those  identified  in the 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".  Investors  are  cautioned  not to put undue
reliance on any forward looking statement.

Cautionary Statement

         Our actual results may differ materially from our historical results of
operations  and those  discussed in the  forward-looking  statements for various
reasons,  including,  but not limited to, our ability to: (i) access the capital
markets  in the  near  term  and in the  future  for  continued  funding  of our
operations  including  existing  and new projects and to maintain the listing of
our  common  stock on the  Nasdaq  National  Market;  (ii)  attract  and  retain
personnel needed for business  operations and strategic  plans;  (iii) carry out
our business and financial  plans;  (iv) attract,  and the ultimate  success of,
strategic partnering arrangements,  collaborations,  and acquisition candidates;
(v) successfully develop and commercialize in-licensed products such as NMP22(R)
BladderChek(TM),  including  programs  designed  to  facilitate  the  use of our
products,  such as the Partners in Excellence or PIE Program; (vi) establish and
successfully complete clinical trials where required for product approval; (vii)
obtain  foreign  regulatory  approvals  for products and to establish  marketing
arrangements in countries where approval is obtained;  (viii) demonstrate,  over
time, the efficacy and safety of our products;  (ix) determine and implement the
appropriate strategic initiative for our AxCell Biosciences subsidiary;  and (x)
fund  development  necessary  for  existing  products and for the pursuit of new
product  opportunities.  Additional  risks  that  we face  include,  but are not
limited to: (i) the risk of whether marketable and valuable products result from
our  development  activities;  (ii) the  possibility  that we may not be able to
adequately  protect our  intellectual  property  portfolio;  (iii) the degree of
competition we may face from existing or new products; (iv) the risks associated
with obtaining the necessary regulatory  approvals;  (v) the ability of Advanced
Magnetics to satisfy the conditions  specified by the FDA regarding  approval to
market  Combidex(R)  in  the  United  States;  (vi)  shifts  in  the  regulatory
environment   affecting  sale  of  our  products  such  as   third-party   payor
reimbursement  issues and dependence on our partners for  development of certain
projects;  (vii) competitive  products and technologies;  (viii) price pressure;
and (ix) other factors  discussed in our press releases and from time-to-time in
our  other   filings  with  the   Securities   and  Exchange   Commission.   Any
forward-looking statements made by us do not reflect the potential impact of any

                                       9
<PAGE>
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 given.

         The following  discussion  and analysis  should be read in  conjunction
with the Financial  Statements  and related notes  thereto  contained  elsewhere
herein,  as well as 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 Events in 2003

         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.  Effective January 24, 2003, we no longer accept or
fill new orders for the BrachySeed  products.  In April 2003, we entered into an
agreement with Draximage formally terminating each of these agreements.

         In April 2003, NMP22 BladderChek was awarded clearance from the FDA for
use in screening  patients for bladder  cancer,  in addition to approval  gained
previously for the indication of monitoring  patients who have a prior diagnosis
of bladder cancer.  In October 2002, we entered into a five-year  agreement with
Matritech Inc. to be the sole distributor for Matritech's NMP22 BladderChek test
to urologists and  oncologists  in the United  States.  Retention of exclusivity
rights depends upon meeting certain minimum annual purchases.  NMP22 Bladderchek
is an in-vitro  point of care  diagnostic  test for bladder cancer that requires
only a few drops of a patient's  urine.  NMP22  BladderChek  returns  results in
thirty minutes and provides  urologists with a new tool to improve detection and
early diagnosis when used in combination  with cytoscopy,  a clinical  procedure
for  the  visual  identification  of  tumors  in  the  bladder.  We  are  in the
early-phase  of launching  NMP22  BladderChek  and are  promoting the product to
urologists in the U.S. using our in-house sales force.

Results of Operations

Three Months Ended March 31, 2003 and 2002

         Revenues.  Total  revenues  for the  first  quarter  of 2003  were $2.5
million  compared to $3.3 million for the same period in 2002. The decrease from
the prior  year  period  is due  primarily  to lower  product  related  revenues
resulting from lower ProstaScint sales and from the  discontinuation  of selling
and marketing the brachytherapy products as of January 24, 2003 and OncoScint as
of December 31, 2002. Product related revenues, which included product sales and
royalties, accounted for 94% and 93% of total revenues for the first quarters of
2003 and 2002,  respectively.  License and contract  revenues  accounted for the
remainder of revenues.

         Product  related  revenues  for the  first  quarter  of 2003  were $2.3
million  compared  to $3.1  million  for the  same  period  in  2002.  Sales  of
ProstaScint  accounted for 69% and 67% of product related  revenues in the first
quarters of 2003 and 2002, respectively, while Quadramet royalties accounted for
19% and 16% of product related revenues for such quarters,  respectively.  Sales
of  ProstaScint  were $1.6 million for the first  quarter of 2003, a decrease of
$456,000  from $2.1  million in the first  quarter of 2002.  We believe that the

                                       10
<PAGE>
year-over-year  decline in first  quarter  ProstaScint  sales was largely due to
changes in radiopharmacy wholesaler buying patterns.  Year-over-year declines in
first quarter ProstaScint sales also occurred during 2001 and 2002, while annual
product sales increased during these periods,  although  historical  performance
may not be  indicative  of future  results.  We also believe  future  growth for
ProstaScint  is dependent  upon,  among other  things,  the  implementation  and
continued research of the following:

     -    Advances in imaging technology
            -  Fusion  imaging - an image  processing  technique  that  combines
               functional  information  from a  ProstaScint  scan with  anatomic
               images  provided  by CT  (computed  tomography)  or MR  (magnetic
               resonance) scans in a digital overlay to provide information that
               cannot be achieved with separate imaging  modalities alone, which
               may improve diagnostic interpretation; and
            -  Image  enhancements - improving the quality of ProstaScint images
               through  reconstruction  and  attenuation-correction  methods  to
               address inherent  limitations of single photon emission  computed
               tomography  (SPECT)  imaging  by  correcting  for the  effects of
               radiation scatter and/or inherent collimator/detector blur.
     -    New product applications
            -  Utilization of ProstaScint scans to guide therapy  ("image-guided
               therapy"),  to enhance  therapy  targeting for treatments such as
               brachytherapy,  cryotherapy and external beam radiation,  such as
               intensity modulated radiation therapy (IMRT); and
            -  Utilization of ProstaScint  scans to guide biopsy  ("image-guided
               biopsy"),  which could be facilitated by future advances in image
               acquisition technology.

There can be no assurance,  however,  that the  achievement  of any of the above
will significantly increase the sales of ProstaScint.

         Other product sales  include sales from NMP22  BladderChek,  BrachySeed
(ended  January  2003)  and  OncoScint  (ended  December  2002).  Sales of NMP22
BladderChek during the first quarter 2003 were $25,000. NMP22 BladderChek is one
of only two immunoassay  fluid tests approved by the FDA for screening  patients
for cancer;  the other is the prostate  specific antigen (PSA) test for prostate
cancer.  We began promoting NMP22 BladderChek to urologists in the United States
in November 2002 using our in-house sales force.  The NMP22  BladderChek test is
currently approved for use in two clinical settings:

     -    Monitoring - In July 2002,  Matritech,  Inc.  received FDA approval to
          market the NMP22 BladderChek test for monitoring  patients  previously
          diagnosed with bladder cancer; and
     -    Screening - In April 2003,  Matritech  received FDA approval to market
          the NMP22  BladderChek  test to aid in the  diagnosis of patients with
          bladder cancer.

There  can  be no  assurance  however,  as to the  market  acceptance  of  NMP22
BladderChek or whether the sale of NMP22 Bladderchek will significantly increase
our revenues.

                                       11
<PAGE>

         Sales of BrachySeed  during the first quarter of 2003 were $240,000 and
accounted for 10% of product related revenues,  compared to $452,000,  or 15% of
product  related  revenues,  in the first quarter of 2002.  As described  above,
effective  January  24,  2003,  we no longer  accept or fill 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  Draximage
with respect to these products.

         We discontinued selling OncoScint CR/OV(R) in December 2002 in order to
focus on our other oncology  products,  since the market for OncoScint CR/OV for
colorectal  cancer diagnosis has been negatively  affected by positron  emission
tomography or "PET" scans which have shown the same or higher  sensitivity  than
OncoScint CR/OV.  Sales of OncoScint CR/OV during the first quarter of 2002 were
$54,000.

         Quadramet  royalties  for the first  quarter of 2003 were  $449,000,  a
decrease of $50,000  from  $499,000 in the first  quarter of 2002.  Quadramet is
currently  marketed  in the U.S.  by the  Company's  marketing  partner,  Berlex
Laboratories.  We believe  that the future  growth  and  market  penetration  of
Quadramet is dependent upon, among other things:

     -    New clinical data supporting the expanded and earlier use of Quadramet
          in various cancers;
     -    Novel research supporting combination uses with other therapies,  such
          as chemotherapy and bisphophonates;
     -    Establishing  the use of Quadramet at higher doses to target and treat
          primary bone cancers; and
     -    Increased marketing and sales penetration to physicians.

There can be no assurance that Quadramet will achieve greater market penetration
on a timely basis or result in significant revenues for Cytogen.

         License  and  contract  revenues  for the  first  quarter  of 2003 were
$143,000  compared to $215,000  for the same period of 2002.  As a result of our
adoption of  Securities  and Exchange  Commission's  Staff  Accounting  Bulletin
No.101  ("SAB  101")  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 first
quarter of 2003, we recognized  $96,000 of deferred  license revenue compared to
$215,000 for the same period in 2002. In the first quarter of 2003, we performed
limited research and development  services for the PSMA Development Company LLC,
our joint venture with Progenics  Pharmaceuticals  Inc.  resulting in $47,000 of
contract  revenue.  The level of future  revenues from the joint venture will be
dependent upon the extent of the research and development  services  required by
the joint venture.

         Operating  Expenses.  Total operating expenses for the first quarter of
2003 were $5.0 million compared to $8.3 million in the same quarter of 2002. The
decrease  from the prior year  period is  attributable  primarily  to a non-cash
milestone  payment of $2.0  million in 2002 related to the progress of dendritic
cell prostate  cancer  clinical  trials at Northwest  Biotherapeutics,  Inc. and
cost-saving   measures  implemented  in  September  2002  as  a  result  of  the
restructuring at our subsidiary AxCell Biosciences.

                                       12
<PAGE>

         Cost of product  related  revenues  for the first  quarter of 2003 were
$910,000  compared to $1.1 million in the same period of 2002. The decrease from
the prior  year  period is  primarily  due to the lower  product  sales and to a
reversal of $133,000  related to lower royalty  expenses on the 2002  BrachySeed
sales as a result of a termination  agreement  entered into with  Draximage with
respect to the BrachySeed products.

         Research and  development  expenses for the first  quarter of 2003 were
$833,000  compared to $3.8 million in the same period of 2002. The decrease from
the prior year period is attributable  primarily to a non-cash milestone payment
of $2.0  million in 2002  related to the  progress of  dendritic  cell  prostate
cancer  clinical  trials at Northwest  Biotherapeutics,  Inc.,  and  cost-saving
measures  implemented in September 2002 as a result of the  restructuring at our
subsidiary  AxCell  Biosciences.  During the first quarters of 2003 and 2002, we
invested   $450,000  and  $1.3  million,   respectively,   in  AxCell's   signal
transduction research activities.

         Our  share in the  equity  loss in the  PSMA  Development  LLC  ("Joint
Venture") was $880,000  during the first quarter of 2003 compared to $513,000 in
the same quarter of 2002 and represented  50% of the Joint  Venture's  operating
results. The Joint Venture is equally owned by Cytogen and Progenics. We account
for the Joint Venture using the equity  method of  accounting.  We and Progenics
share equally the costs of the Joint Venture. We expect to incur significant and
increasing  costs in the future to fund our share of the development  costs from
the Joint  Venture.  As of May 2003,  we and  Progenics  are in the  process  of
negotiating  the 2003 annual  budget for the joint  venture and have agreed that
the operating  budget for 2003 will be no less than the 2002 operating  expenses
for the Joint Venture.

         Selling and marketing  expenses for the first quarter of 2003 were $1.3
million  compared to $1.5 million in the same period of 2002.  The decrease from
the prior  year is  primarily  due to the  discontinuation  of the  selling  and
marketing  activities  related to the brachytherapy  products  effective January
2003.

         General and administrative  expenses for the first quarter of 2003 were
$1.1 million  compared to $1.5 million in the same period of 2002.  The decrease
from the prior year period is due  primarily  to a reduction in personnel at the
end of 2002 and a non-cash charge in 2002 for stock-based compensation for a key
employee.

         Interest Income/Expense.  Interest income for the first quarter of 2003
was $36,000  compared to $77,000 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 first quarter of 2003
was $47,000  compared to $42,000 in the same  period of 2002.  Interest  expense
includes  interest on outstanding  debt and finance  charges  related to various
equipment leases.

         Income  tax  benefit.  During the first  quarter  of 2003,  we sold New
Jersey  State  net   operating   loss  and  research  and   development   credit
carryforwards, which resulted in the recognition of $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 first quarter of 2002.

                                       13
<PAGE>

         Net  Loss.  Net loss for the  first  quarter  of 2003 was $2.0  million
compared to $5.0 million reported in the first quarter of 2002. The net loss per
share for the first quarter of 2003 was $0.22 based on weighted  average  common
shares  outstanding  of 8.8  million,  compared to a net loss per share of $0.62
based on the weighted  average common shares  outstanding of 8.1 million for the
same period in 2002.

Liquidity and Capital Resources

         Our cash and cash  equivalents were $11.1 million as of March 31, 2003,
compared  to $14.7  million as of December  31,  2002.  Cash used for  operating
activities  for the three months ended March 31, 2003 was $3.6 million  compared
to $2.5  million in the same period of 2002.  The  increase  from the prior year
period is due  primarily to our build-up of  ProstaScint  inventory in the first
quarter  of 2003 and to our first  quarter  2003  capital  contribution  of $1.5
million 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 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.

         Because the market value of our common stock held by  non-affiliates of
the  Company  is  less  than  $75  million,  we  are  ineligible  to  utilize  a
registration  statement  on Form S-3 for primary  offerings  in which our common
stock is offered for cash on our behalf. We cannot guarantee you that the market
value of our common stock held by  non-affiliates  will ever increase  above $75
million,  and as a result,  that we will thereby regain eligibility to utilize a
Form S-3 registration statement for such primary offerings.

         We have historically  relied upon revenues from sales of the BrachySeed
products to partially fund ongoing operations.  For the three months ended March
31, 2003 and 2002, revenue from the sale of BrachySeed products was $240,000 and
$452,000, 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.

                                       14
<PAGE>
         Beginning in December  2001, we began to equally share the costs of the
PSMA Development Company LLC, with Progenics.  We expect our share of losses and
funding  in the  joint  venture  to  continue  at an even  higher  level  in the
subsequent periods.  The joint venture is funded by equal capital  contributions
from each of Progenics and Cytogen in accordance  with an annual budget approved
by the  joint  venture's management committee.  As of May 2003, we and Progenics
are in the process of  negotiating  the 2003 annual budget for the joint venture
and have agreed that the operating budget for 2003 will be no less than the 2002
operating expenses for 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,  marketing and commercialization of our 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,  in  particular,  we  expect  to incur  significant  costs for the
development of our PSMA technologies.

         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
should be adequate to fund our operations and commitments into the first quarter
of 2004. 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
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,

                                       15
<PAGE>

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.

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 this
Quarterly  Report  on  Form  10-Q  and  Note  1 to  our  Consolidated  Financial
Statements  in our Annual  Report on Form 10-K for the year ended  December  31,
2002, as amended,  include a summary of our significant  accounting policies and
methods used in the preparation of our Consolidated  Financial  Statements.  The
following is a brief discussion of the more significant  accounting policies and
methods used by us. The  preparation of our  Consolidated  Financial  Statements
requires us to make estimates and assumptions  that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses during the reporting period. Our actual results could differ materially
from those estimates.

Revenue Recognition

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

Accounts Receivable

         Our accounts  receivable balances are net of an estimated allowance for
uncollectible  accounts.  We continuously  monitor collections and payments from
our customers and maintain an allowance for  uncollectible  accounts  based upon
our historical  experience and any specific  customer  collection issues that we
have identified. While we believe our reserve estimate to be appropriate, we may
find it  necessary to adjust our  allowance  for  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.

                                       16
<PAGE>
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.

         In October 2002, we entered into a five-year  agreement  with Matritech
Inc. to be the sole distributor for Matritech's NMP22 BladderChek  point-of-care
test  to  urologists  and  oncologists  in  the  United  States.   Retention  of
exclusivity  rights depends upon meeting  certain minimum annual  purchases.  We
paid Matritech $150,000 upon the execution of the agreement,  which was recorded
as  other  assets  in  the  accompanying  consolidated  balance  sheet  for  the
respective   period  and  is  being  amortized  over  the  five  year  estimated
performance  period of the  agreement.  We  determined  that we did not have any
impairment regarding Matritech's license fee at March 31, 2003.

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 March 31,  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 note
will have material exposure to market risks associated with interest rates.

                                       17
<PAGE>
Item 4 - Controls and Procedures

     a)  Evaluation  of  disclosure  controls  and  procedures.  Based  on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a
date  within 90 days of the filing date of this  Quarterly  Report on Form 10-Q,
the Company's Chief Executive Officer and the Company's Vice President,  Finance
have  concluded  that the  Company's  disclosure  controls  and  procedures  are
designed to ensure that  information  required to be disclosed by the Company in
the  reports  that it files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms and are operating in an effective manner.

     b) Changes in internal controls.  There were no significant  changes in the
Company's internal controls or in other factors that could significantly  affect
these controls subsequent to the date of their most recent evaluation.


                                       18
<PAGE>


PART II  -  OTHER INFORMATION

Item 6  -   Exhibits and Reports on Form 8-K

     (a) Exhibits:

           3.1  -  By-Laws of Cytogen Corporation, as amended.  Filed herewith.

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


     (b) Reports on Form 8-K

         During the three  months ended March 31,  2003,  the Company  filed two
         Current   Reports  on  Form  8-K  with  the   Securities  and  Exchange
         Commission.  On January 17, 2003, the Company filed a Current Report on
         Form 8-K, under "Item 5. Other Events",  on which the Company  reported
         that the  production  and sale of the  Palladium  version of BrachySeed
         had been  halted for  an  unspecified  period of time.  On January  24,
         2003,  the Company filed a Current  Report on Form 8-K,  under "Item 5.
         Other  Events",  on  which  the  Company  announced  that  it  provided
         Draximage  with  notice  of  termination  of  each of its  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.





                                       19
<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, 2003               By: /s/ Michael D. Becker
    ------------------             -----------------------------------------
                                   Michael D. Becker
                                   President and Chief Executive Officer




Date May 14, 2003                By /s/ Thu A. Dang
    -----------------              -----------------------------------------
                                   Thu A. Dang
                                   Vice President, Finance
                                   (Principal Financial and Accounting Officer)



                                       20
<PAGE>


                                  Certification

I,  Michael  D.  Becker,  President  and  Chief  Executive  Officer  of  Cytogen
Corporation, certify that:

     1.   I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Cytogen
          Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

               a)   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;

               b)   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this  quarterly  report (the  "Evaluation
                    Date"); and

               c)   Presented in this quarterly report our conclusions about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

               a)   All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               b)   Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls; and

                                       21
<PAGE>

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date:   May 14, 2003                      /s/  Michael D. Becker
        --------------------------        -----------------------------------
                                          Michael D. Becker
                                          President and Chief Executive Officer



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<PAGE>
                                  Certification

I, Thu A. Dang, Vice President, Finance of Cytogen Corporation, certify that:

     1.   I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Cytogen
          Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

               a)   Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;

               b)   Evaluated the  effectiveness of the registrant's  disclosure
                    controls and procedures as of a date within 90 days prior to
                    the filing date of this  quarterly  report (the  "Evaluation
                    Date"); and

               c)   Presented in this quarterly report our conclusions about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

               a)   All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               b)   Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal controls; and

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<PAGE>

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date:   May 14, 2003                      /s/  Thu A. Dang
        --------------------------        --------------------------
                                          Thu A. Dang
                                          Vice President, Finance



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