UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------

                                    FORM 10-Q

      (Mark One)

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

For the quarterly period ended September 30, 2004
                               ------------------

                                               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, Suite 3100, Princeton, NJ 08540-5308
           -----------------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

       Registrant's Telephone Number, Including Area Code: (609) 750-8200
                                                           --------------

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X  No   .
                                               ---   ---

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

          Class                                  Outstanding at November 1, 2004
----------------------------                     -------------------------------
Common Stock, $.01 par value                              15,436,501

<PAGE>


                               CYTOGEN CORPORATION

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

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

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

             Consolidated Balance Sheets as of September 30, 2004 and
                 December 31, 2003........................................   2

             Consolidated Statements of Operations for the Three Months
                 and Nine Months Ended September 30, 2004 and 2003........   3

             Consolidated Statements of Cash Flows for the Nine Months
                 Ended September 30, 2004 and 2003 .......................   4

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

    Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations....................................   14

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk...   30

    Item 4.  Controls and Procedures......................................   30

PART II.  OTHER INFORMATION...............................................   31

    Item 1.  Legal Proceedings............................................   31

    Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..   32

    Item 5.  Other Information............................................   32

    Item 6.  Exhibits.....................................................   34

SIGNATURES................................................................   35




     ProstaScint(R)  and OncoScint(R) are registered United States trademarks of
Cytogen Corporation. Cytogen Corporation is the owner of a pending United States
trademark  application,  Serial No. 78374967,  relating to Quadramet.  All other
trade names,  trademarks or servicemarks  appearing in this Quarterly  Report on
Form 10-Q are the property of their respective  owners,  and not the property of
Cytogen Corporation or any of its subsidiaries.

                                      -i-
<PAGE>






                         PART I - FINANCIAL INFORMATION
                         ------------------------------
             ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





























                                      -1-
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                           SEPTEMBER 30,          DECEMBER 31,
                                                                                               2004                  2003
                                                                                        ----------------        --------------
<S>                                                                                     <C>                     <C>
ASSETS:
Current assets:
    Cash and cash equivalents........................................................   $      13,460           $    13,630
    Short-term investments...........................................................          27,058                16,585
    Accounts receivable, net ........................................................           1,384                 1,445
    Inventories .....................................................................           2,029                 1,887
    Other current assets ............................................................           1,462                   975
                                                                                        -------------           -----------

       Total current assets .........................................................          45,393                34,522

Property and equipment, net .........................................................             606                   595
Quadramet license fee, net...........................................................           7,198                 7,720
Other assets.........................................................................             652                   858
                                                                                        -------------           -----------

                                                                                        $      53,849           $    43,695
                                                                                        =============           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
    Current portion of long-term liabilities.........................................   $       2,320           $        76
    Accounts payable and accrued liabilities.........................................           5,587                 5,125
                                                                                        -------------           -----------

       Total current liabilities.....................................................           7,907                 5,201
                                                                                        -------------           -----------
Long-term liabilities................................................................             150                 2,454
                                                                                        -------------           -----------

Commitments and contingencies........................................................

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,
       15,436,501 and 12,857,488 shares issued and outstanding
       at September 30, 2004 and December 31, 2003, respectively ....................             155                   129

    Additional paid-in capital ......................................................         425,637               401,649

    Accumulated deficit .............................................................        (380,000)             (365,738)
                                                                                        -------------           -----------

         Total stockholders' equity..................................................          45,792                36,040
                                                                                        -------------           -----------

                                                                                        $      53,849           $    43,695
                                                                                        =============           ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      -2-
<PAGE>


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

<TABLE>
<CAPTION>

                                                                        THREE MONTHS                       NINE MONTHS
                                                                     ENDED SEPTEMBER  30,              ENDED SEPTEMBER 30,
                                                                    ----------------------         --------------------------
                                                                       2004         2003               2004             2003
                                                                    ----------   ---------         ----------      ----------
<S>                                                                 <C>          <C>               <C>             <C>
REVENUES:
  Product related:
     Quadramet.................................................     $    1,924   $   1,159         $    5,394      $    1,159
     ProstaScint...............................................          1,308       1,519              5,347           4,738
     Others....................................................             --         116                  1             479
                                                                    ----------   ---------         ----------      ----------
            Total product revenues.............................          3,232       2,794             10,742           6,376

     Quadramet royalties.......................................             --         191                 --           1,105
                                                                    ----------   ---------         ----------      ----------
            Total product related revenues.....................          3,232       2,985             10,742           7,481

  License and contract.........................................             29       2,520                 72           2,827
                                                                    ----------   ---------         ----------      ----------

            Total revenues.....................................          3,261       5,505             10,814          10,308
                                                                    ----------   ---------         ----------      ----------

OPERATING EXPENSES:
    Cost of product related revenues...........................          2,188       2,154              6,983           3,964
    Selling, general and administrative........................          5,343       2,780             14,148           8,146
    Research and development...................................            608         753              1,953           2,283
    Equity in loss of joint venture............................            805         714              2,156           2,680
                                                                    ----------   ---------         ----------      ----------

            Total operating expenses...........................          8,944       6,401             25,240          17,073
                                                                    ----------   ---------         ----------      ----------

            Operating loss.....................................         (5,683)       (896)           (14,426)         (6,765)

INTEREST INCOME................................................            133          32                303              91
INTEREST EXPENSE...............................................            (46)        (46)              (139)           (139)
                                                                    ----------   ---------         ----------      ----------

            Loss before income taxes...........................         (5,596)       (910)           (14,262)         (6,813)

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

NET LOSS.......................................................     $    (5,596) $    (910)        $  (14,262)     $   (6,229)
                                                                    ===========  =========         ==========      ==========

BASIC AND DILUTED NET LOSS PER SHARE...........................     $     (0.36) $   (0.08)        $    (0.99)     $    (0.65)
                                                                    ===========  =========         ==========      ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ....................          15,435     10,866             14,386           9,570
                                                                    ===========  =========         ==========      ==========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      -3-
<PAGE>


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

                                                                                  NINE MONTHS ENDED  SEPTEMBER 30,
                                                                                  --------------------------------
                                                                                      2004                 2003
                                                                                  -----------           ----------

<S>                                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................................      $  (14,262)           $  (6,229)
Adjustments to reconcile net loss to net cash used in
     operating activities:
        Depreciation and amortization.......................................             804                  544
        Stock-based compensation expenses...................................              15                  505
        Amortization of deferred revenue....................................              --               (2,154)
        Asset impairment....................................................             100                  115
        Loss on disposition of assets.......................................               3                   28
        Changes in assets and liabilities:
          Receivables, net..................................................              61                   70
          Inventories.......................................................            (142)              (1,095)
          Other assets......................................................            (100)                (965)
          Accounts payable, accrued liabilities and
            other liabilities...............................................             456                 1,404
                                                                                  ----------            ----------
        Net cash used in operating activities...............................         (13,065)               (7,777)
                                                                                  ----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of product rights..................................................              --               (8,000)
Purchases of property and equipment.........................................            (463)                 (12)
Maturities of short-term investments........................................          12,500                   --
Purchases of short-term investments.........................................         (23,017)                  --
                                                                                  ----------            ---------

        Net cash used in investing activities...............................         (10,980)              (8,012)
                                                                                  ----------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock......................................          23,999               13,976
Payment of long-term liabilities............................................            (124)                 (84)
                                                                                  ----------            ---------

        Net cash provided by financing activities...........................          23,875               13,892
                                                                                  ----------            ---------

Net decrease in cash and cash equivalents...................................            (170)              (1,897)

Cash and cash equivalents, beginning of period..............................          13,630               14,725
                                                                                  ----------            ---------

Cash and cash equivalents, end of period....................................      $   13,460            $  12,828
                                                                                  ==========            =========
Supplemental disclosure of non-cash information:
    Capital leases of equipment.............................................      $       70            $      --
                                                                                  ==========            =========
Supplemental disclosure of cash information:
    Cash paid for interest..................................................      $       99            $      99
                                                                                  ==========            =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      -4-
<PAGE>


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


1.   THE COMPANY

BACKGROUND

     Founded in 1980,  Cytogen  Corporation  (the  "Company"  or  "Cytogen")  of
Princeton,  NJ is a product-driven  biopharmaceutical  company that develops and
commercializes innovative molecules that can be used to build leading franchises
across multiple markets.  The Company's  marketed  products include  QuadrametTM
(samarium Sm-153 lexidronam  injection) and ProstaScint(R)  (capromab pendetide)
kit for the  preparation  of Indium  In-111  capromab  pendetide  in the  United
States.  The Company has exclusive United States marketing rights to Combidex(R)
(ferumoxtran-10)  for all indications.  Combidex,  an investigational  molecular
imaging  agent  consisting  of iron  oxide  nanoparticles,  is  currently  being
developed for use in conjunction with magnetic  resonance  imaging to aid in the
differentiation of cancerous and non-cancerous  lymph nodes, and is under review
by the  U.S.  Food and  Drug  Administration.  The  Company  is also  developing
therapeutics  targeting  prostate-specific  membrane  antigen (PSMA),  a protein
highly expressed on the surface of prostate cancer cells and the  neovasculature
of solid tumors.

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

BASIS OF CONSOLIDATION

     The consolidated  financial  statements include the financial statements of
Cytogen and its  subsidiaries.  All 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 U.S. generally

                                      -5-
<PAGE>


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,
2003.  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.

USE OF ESTIMATES

     The preparation of financial  statements in conformity with U.S.  generally
accepted  accounting  principles  requires  management  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. Actual results could differ from those estimates.

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.

SHORT-TERM INVESTMENTS

     Short-term  investments  at  September  30, 2004 and December 31, 2003 were
$27.1 million and $16.6 million,  respectively,  and consisted of investments in
U.S.  government  agency  notes.  The Company has the ability and intent to hold
these investments until maturity.  Held-to-maturity  investments are recorded at
amortized cost,  adjusted for the accretion of discounts or premiums.  Discounts
or  premiums  are  accreted  into  interest  income over the life of the related
investment on a straight-line basis. Dividend and interest income are recognized
when earned. These investments mature at various times through June 15, 2005.

IMPAIRMENT OF LONG-LIVED ASSETS

     In accordance with Statement of Financial Accounting Standards ("SFAS") No.
144,  "Accounting  for the  Impairment  or  Disposal of  Long-Lived  Assets," if
indicators of impairment exist,  management  assesses the  recoverability of the
affected  long-lived  assets by  determining  whether the carrying value of such
assets can be recovered  through  undiscounted  future  operating cash flows and
eventual  disposition  of the asset.  If  impairment  is  indicated,  management
measures the amount of such  impairment by comparing  the carrying  value of the
assets to the present value of the expected  future cash flows  associated  with
the use of the asset.

     During the second quarter of 2004, the Company  recorded a non-cash  charge
of $100,000 for  equipment  impairment  associated  with the  initiation  of the
closure of the facilities at the Company's AxCell BioSciences subsidiary in July
2004 (see Note 6, "Closure of AxCell  BioSciences  Facilities").  This charge is
included in selling,  general and  administrative  expenses  for the nine months
ended  September  30,  2004  in  the  accompanying   consolidated  statement  of
operations.

                                      -6-
<PAGE>


COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES

     In accordance with the SFAS No. 146,  "Accounting for Costs Associated with
Exit or Disposal  Activities," the Company is required to record a liability for
costs associated with an exit or disposal  activity,  measured at fair value, in
the period in which the liability is incurred.  A liability  related to one-time
termination  benefits  provided to severed  employees as a result of the exit or
disposal  activity will be recorded when certain  criteria have been met and the
employees  are  notified  of the details of the plan.  A liability  for costs to
terminate  a lease  or  other  contract  before  the end of its  term  shall  be
recognized  and  measured  at its fair value  when the  Company  terminates  the
contract in accordance  with the contract terms. If the contract is an operating
lease, the fair value of the liability at the cease-use date shall be determined
based on the remaining lease rentals, reduced by estimated sublease rentals that
could be  reasonably  obtained  for the  property,  even if the Company does not
intend to enter into a sublease.

     In July  2004,  as part of our  continuing  effort to reduce  non-strategic
expenses,   the  Company  initiated  the  closure  of  its  AxCell   BioSciences
facilities,  which will be  accounted  for pursuant to SFAS No. 146 (see Note 6,
"Closure of AxCell BioSciences Facilities").

INVENTORIES

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

                                        SEPTEMBER 30, 2004    DECEMBER 31, 2003
                                       --------------------  -------------------

  Raw materials......................      $         --          $        11
  Work-in-process....................               870                1,089
  Finished goods.....................             1,159                  787
                                           ------------          -----------
                                           $      2,029          $     1,887
                                           ============          ===========

NET LOSS PER SHARE

     Basic net loss per common share is calculated by dividing the Company's net
loss by the  weighted  average  common  shares  outstanding  during each period.
Diluted  net loss per  common  share is the same as basic net loss per share for
each of the three and nine  month  periods  ended  September  30,  2004 and 2003
because the inclusion of common stock equivalents, which consist of warrants and
options to purchase shares of the Company's common stock,  would be antidilutive
due to the Company's losses.

VARIABLE INTEREST ENTITIES

     In December 2003, the Financial  Accounting Standards Board ("FASB") issued
FASB  Interpretation No. 46 (revised December 2003) ("FIN 46R"),  "Consolidation
of  Variable  Interest  Entities"  ("VIEs"),  which  addresses  how  a  business
enterprise should evaluate whether it has a controlling financial interest in an
entity through means other than voting rights and accordingly should consolidate
the entity.  FIN 46R replaced  FASB  Interpretation  No. 46 ("FIN 46") which

                                      -7-
<PAGE>


was  issued in  January  2003.  The  Company  was  required  to apply FIN 46R to
variable  interests  in VIEs  created  after  December  31,  2003.  For variable
interests in VIEs created before  January 1, 2004, FIN 46R applied  beginning on
March 31, 2004. For any VIEs that must be  consolidated  under FIN 46R that were
created  before  January 1, 2004,  the assets,  liabilities  and  noncontrolling
interests of the VIE initially are measured at their  carrying  amounts with any
difference  between the net amount added to the balance sheet and any previously
recognized  interest being recognized as the cumulative  effect of an accounting
change.  If determining the carrying amounts is not  practicable,  fair value at
the date FIN 46R first  applies may be used to measure  the assets,  liabilities
and noncontrolling interest of the VIE.

     In  June  1999,  Cytogen  entered  into  a  joint  venture  with  Progenics
Pharmaceuticals   Inc.   ("Progenics,"  and  collectively   with  Cytogen,   the
"Members"),  to form the PSMA Development Company LLC (the "Joint Venture"). The
Joint   Venture   is   currently    developing    antibody-based   and   vaccine
immunotherapeutic    products   utilizing   Cytogen's    exclusively    licensed
prostate-specific  membrane  antigen ("PSMA")  technology.  The Joint Venture is
owned  equally by the Members (see Note 2, "Equity Loss in the PSMA  Development
Company LLC"). Cytogen accounts for the Joint Venture using the equity method of
accounting.

     The Company  believes it is not required to  consolidate  the Joint Venture
under the requirements of FIN 46R.

STOCK-BASED COMPENSATION

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

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

                                      -8-
<PAGE>


<TABLE>
<CAPTION>

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

                                                                 2004         2003                 2004           2003
                                                                 ----         ----                 ----           ----
<S>                                                          <C>            <C>                <C>            <C>
Net loss, as reported.................................       $  (5,596)     $    (910)         $ (14,262)     $  (6,229)
  Add: Stock-based employee compensation
    expense included in reported net loss.............               4              2                 15              3
  Deduct: Total stock-based employee
    compensation expense determined under
    fair value-based method for all awards............          (1,088)          (382)            (1,662)        (1,094)
                                                             ---------      ---------          ---------      ---------
Pro forma net loss....................................       $  (6,680)     $  (1,290)         $ (15,909)     $  (7,320)
                                                             =========      =========          =========      =========
Basic and diluted net loss per
    share, as reported................................       $   (0.36)     $   (0.08)         $  (0.99)      $   (0.65)
                                                             =========      =========          ========       =========
Pro forma basic and diluted net
    loss per share....................................       $   (0.43)     $   (0.12)         $  (1.11)      $   (0.76)
                                                             =========      =========          ========       =========
</TABLE>

     On September 3, 2004, H. Joseph Reiser  tendered his  resignation  from the
Company's Board of Directors.  In connection with Dr. Reiser's resignation,  the
Company  accelerated  the  vesting of options to purchase  20,000  shares of the
Company's  common  stock  held by Dr.  Reiser  such that  these  options  became
immediately  exercisable  as of September 3, 2004. In addition,  the  expiration
dates of an  aggregate  of 21,000  options to purchase  shares of the  Company's
common stock held by Dr.  Reiser were amended to September 3, 2005.  As a result
of the foregoing,  the Company recorded a charge for the change in the intrinsic
value of these  modified  options  in the  amount of $5,000 in its  consolidated
statement of operations for the third quarter of 2004.

NEW ACCOUNTING PRONOUNCEMENTS

     In March 2004, the FASB issued a Proposed SFAS,  "Share-Based  Payment - An
Amendment of SFAS Nos. 123 and 95" ("Exposure Draft").  The Exposure Draft would
eliminate the ability to account for share-based compensation transactions using
APB Opinion No. 25, and generally  would require such  transactions be accounted
for using a  fair-value-based  method and the resulting  cost  recognized in the
financial  statements.  Based  on the  provisions  of  the  Exposure  Draft  and
subsequent  FASB  deliberations  and tentative  conclusions,  the final standard
would be effective for publicly-traded companies for awards granted, modified or
settled in interim periods beginning after June 15, 2005. The Company is closely
monitoring  developments  related to the Exposure Draft and will adopt the final
standards,  if any, in the appropriate period following  issuance.  The eventual
adoption of the Exposure Draft, if issued in final form by the FASB, is expected
to have a material effect on the Company's consolidated financial statements.

RECLASSIFICATION

     Certain amounts in prior years' consolidated financial statements have been
reclassified to conform to the current year presentation.

                                      -9-
<PAGE>


2.   EQUITY LOSS IN THE PSMA DEVELOPMENT COMPANY LLC

     In June 1999,  Cytogen  entered into a joint venture with Progenics to form
the PSMA Development  Company LLC. The Joint Venture is owned equally by Cytogen
and Progenics. Cytogen accounts for the Joint Venture using the equity method of
accounting.  Cytogen has recognized 50% of the Joint Venture's operating results
in its consolidated  statements of operations.  The Joint Venture is expected to
continue  to incur  losses in future  years  provided an  agreement  between the
Members is reached on research  program goals and budgets for periods after 2004
and the Joint Venture's  operations are funded. In 2004, the Members each expect
to provide $4.2 million in funding for the development of the PSMA  technologies
through the Joint  Venture.  Cytogen has funded $2.0 million of its $4.2 million
annual  commitment,  as of September 30, 2004. The Members have not committed to
fund the Joint  Venture  beyond  December  31,  2004 at this  time,  except  for
obligations under existing contractual commitments as of that date.

     For the three months ended September 30, 2004 and 2003,  Cytogen recognized
$805,000 and $714,000, respectively, of the Joint Venture's losses. For the nine
months ended  September 30, 2004 and 2003,  Cytogen  recognized $2.2 million and
$2.7 million,  respectively,  of the Joint Venture's losses. As of September 30,
2004 and December 31, 2003,  the carrying  value of Cytogen's  investment in the
Joint  Venture  was  $343,000  and  $550,000,   respectively,  which  represents
Cytogen's  investment to date in the Joint Venture less its cumulative  share of
losses and is recorded in other assets. Selected financial statement information
of the Joint Venture is as follows (all amounts in thousands):

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,    DECEMBER 31,
                                                                                           2004            2003
                                                                                      -------------    ------------

<S>                                                                                 <C>                 <C>
Cash ...........................................................................    $       1,171       $    1,173
Prepaid expenses................................................................               22               --
Accounts receivable from Progenics, a related party.............................               --              108
                                                                                    -------------       ----------
       Total assets.............................................................    $       1,193       $    1,281
                                                                                    =============       ==========

Accounts payable to Progenics, a related party..................................    $           3       $        -
Other accounts payable and accrued expenses.....................................              520              199
                                                                                    -------------       ----------
       Total liabilities........................................................              523              199
                                                                                    -------------       ----------

Capital contributions...........................................................           23,298           19,398
Accumulated deficit.............................................................          (22,628)         (18,316)
                                                                                    -------------       ----------
       Total stockholders' equity...............................................              670            1,082
                                                                                    -------------       ----------
       Total liabilities and stockholders' equity...............................    $       1,193       $    1,281
                                                                                    =============       ==========
</TABLE>

                                      -10-
<PAGE>


INCOME STATEMENT DATA:

<TABLE>
<CAPTION>

                                          THREE                      NINE             FOR THE PERIOD
                                       MONTHS ENDED              MONTHS ENDED       FROM JUNE 15, 1999
                                       SEPTEMBER 30,             SEPTEMBER 30,       (INCEPTION) TO
                                   ---------------------------------------------
                                   2004           2003        2004          2003    SEPTEMBER 30, 2004
                                   ---------------------------------------------    ------------------
<S>                                <C>         <C>          <C>         <C>             <C>
Interest income..............      $      1    $      1     $      6    $      2        $       240
Total expenses...............         1,611       1,430        4,318       5,362             22,868
                                   --------    --------     --------    --------        -----------

Net loss.....................      $ (1,610)   $ (1,429)    $ (4,312)   $ (5,360)       $   (22,628)
                                   ========    ========     ========    ========        ===========
</TABLE>

3.   BRISTOL-MYERS SQUIBB MEDICAL IMAGING, INC.

     As a result of the Company's reacquisition of marketing rights to Quadramet
from Berlex Laboratories Inc. ("Berlex") in August 2003, the Company assumed all
of  Berlex's  obligations  under  a  manufacturing  and  supply  agreement  with
Bristol-Myers Squibb Medical Imaging, Inc. ("BMSMI"). Effective January 1, 2004,
the Company  entered into a new  manufacturing  and supply  agreement with BMSMI
whereby  BMSMI  manufactures,  distributes  and provides  order  processing  and
customer services for Cytogen relating to Quadramet.  Under the terms of the new
agreement,  Cytogen is obligated to pay at least $4.2 million  annually  through
2008,  unless  terminated by BMSMI or Cytogen on two years prior written notice.
This agreement will  automatically  renew for five successive  one-year  periods
unless terminated by BMSMI or Cytogen on two years prior written notice.  During
the three and nine month periods ended September 30, 2004, Cytogen incurred $1.1
million and $3.2 million,  respectively,  of manufacturing  costs for Quadramet,
all of which is included in cost of product related  revenues.  The Company also
pays BMSMI a variable  amount  per month for each order of  Quadramet  placed to
cover the costs of customer service,  which is included in selling,  general and
administrative expenses.

4.   LITIGATION AND OTHER RELATED MATTERS

     In  September  2004,  the  Company  announced  the  settlement  of a patent
infringement suit against Cytogen and C.R. Bard Inc. for an agreed-upon payment,
without  any  admission  of fault  or  liability.  The  charge  related  to this
settlement is recorded in the  accompanying  statements  of  operations  for the
three and nine months ended September 30, 2004. Immunomedics, Inc. filed suit on
February  17, 2000  against  Cytogen and Bard,  alleging  that use of  Cytogen's
ProstaScint  product infringed U.S. Patent No. 4,460,559,  which claims a method
for detecting and localizing  tumors.  The settlement  with  Immunomedics  is on
behalf of Cytogen and Bard.

     In connection with a recent review of certain of the Company's intellectual
property,  it was determined  that the Company was the  recipient,  beginning in
1998, of correspondence  from legal counsel  representing the former employer of
Dr. Julius Horoszewicz,  the sole inventor on the principal United States patent
covering ProstaScint.  Such correspondence alleged that the patent rights to Dr.
Horoszewicz's discoveries were the property of such former employer and that Dr.
Horoszewicz had no right to assign them to the Company.  The Company  vigorously
disputed those  allegations,  and the Company has no record of the matter having
been pursued by such former  employer  subsequent  to August  2000.  The Company
believes that in view of the

                                      -11-
<PAGE>


marketing  of  the  technology  covered  by  the  patent  through  the  sale  of
ProstaScint by the Company, the Company's right to use the underlying technology
in its  continuing  production  and sale of  ProstaScint  should not be at risk.
However, if such claims were reasserted, and if it were to be concluded that Dr.
Horoszewicz  in fact had no right to assign the patent to the  Company,  a court
could  determine that the Company has no right to use the technology  covered by
the patent or that any royalties paid by or payable by the Company in respect of
the use of the  patent  should  have been paid in the  past,  and  should in the
future  be  payable,  to  Dr.  Horoszewicz's  former  employer  in  lieu  of Dr.
Horoszewicz.  The amount of any such payments,  and the Company's  liability for
them, if any, is not  presently  determinable,  and the Company  cannot give any
assurance  that  an  adverse  determination  could  not  result  in  a  material
expenditure  to the Company or have a material  adverse  effect on the Company's
financial condition, results of operations or liquidity.

     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.  The Company
cannot  give  any  assurance  that  litigation  expenses  will  not  exceed  any
offsetting royalty payments.

     In addition, the Company is, from time to time, subject to claims and suits
arising in the ordinary  course of business.  In the opinion of management,  the
ultimate  resolution of any such matters would not have a material effect on the
Company's financial condition, results of operations or liquidity.

5.   LAUREATE PHARMA, L.P.

     In September 2004, the Company  entered into a non-exclusive  manufacturing
agreement  with  Laureate  Pharma,   L.P.   pursuant  to  which  Laureate  shall
manufacture  ProstaScint for the Company in its Princeton,  New Jersey facility.
The agreement was effective  immediately  and shall  terminate,  unless  earlier
terminated  pursuant to the terms  thereof,  upon  Laureate's  completion of the
production  campaign  and shipment of the  resulting  products  from  Laureate's
facility. Under the terms of the agreement, Cytogen is obligated to pay at least
an aggregate of $5.1 million through 2006.

6.   CLOSURE OF AXCELL BIOSCIENCES FACILITIES

     In July 2004,  the Company  initiated the closure of the  facilities at its
AxCell  BioSciences  subsidiary as part of the Company's  continuing  efforts to
reduce non-strategic  expenses. In connection with such closure, in August 2004,
the Company sold certain of the assets  remaining at the AxCell facility for net
proceeds of approximately  $181,000,  which amount approximated the net value of
such assets.  The Company may record impairment charges related to future rental
payments on the leased  premises in the fourth quarter of 2004, when such leased
premises  will no  longer be used for  AxCell's  operations.  Research  projects
through academic,  governmental and corporate  collaborators will continue to be
supported  and  additional   applications  for  the  intellectual  property  and
technology at AxCell are being pursued.

                                      -12-
<PAGE>


7.   SALE OF COMMON STOCK

     In April 2004,  the Company  sold and issued  through a  registered  direct
offering 2,570,000 shares of its common stock at $10.10 per share,  resulting in
net proceeds to the Company of approximately  $24.0 million after the payment of
placement agency fees and expenses related to the offering.

8.   STOCK INCENTIVE PLANS

     At the Company's 2004 Annual Meeting of Stockholders held on June 15, 2004,
the  stockholders  of the Company  approved the adoption of the  Company's  2004
Stock  Incentive  Plan (the "2004  Plan") and the  Company's  2004  Non-Employee
Director  Stock  Incentive  Plan (the "2004 Director Plan" and together with the
2004 Plan, collectively,  the "2004 Incentive Plans"). An aggregate of 1,200,000
and 375,000 shares of the Company's common stock have been reserved for issuance
upon the exercise of option  grants or restricted  stock awards (as  applicable)
under the 2004 Plan and 2004 Director Plan, respectively. The 2004 Plan provides
for the  grant of  incentive  stock  options,  non-qualified  stock  options  or
restricted stock to the Company's employees, officers, consultants and advisors.
The 2004 Director Plan provides for the grant of non-qualified stock options and
shares of the Company's  common stock, in certain  circumstances,  to members of
the  Company's  Board of Directors  who are not  employees  of the Company.  The
Company intends to file a registration statement on Form S-8 with the Securities
and Exchange  Commission  to register the shares of the  Company's  common stock
underlying  option  grants  or other  awards  under  the 2004  Incentive  Plans.
Furthermore,  upon approval of the 2004 Incentive Plans by our stockholders,  no
further  option  grants or awards  were,  or will be,  made under the  Company's
existing 1995 Stock Option Plan or 1999 Non-Employee Director Stock Option Plan.
Any unissued and unallocated  options previously reserved under these plans were
released from reserves.

                                      -13-
<PAGE>


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

     This  Quarterly  Report on Form 10-Q  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.  These
forward-looking  statements  regarding  future events and our future results are
based on current  expectations,  estimates,  forecasts,  and projections and the
beliefs and assumptions of our management  including,  without  limitation,  our
expectations   regarding   results   of   operations,   selling,   general   and
administrative  expenses,  research and development expenses and the sufficiency
of our cash for future operations.  Forward-looking statements may be identified
by the use of  forward-looking  terminology  such as  "may,"  "will,"  "expect,"
"estimate," "anticipate," "continue," or similar terms, variations of such terms
or the  negative  of  those  terms.  These  forward-looking  statements  include
statements  regarding  our  intent  to  hold  our  investments  until  maturity,
additional  funding of the PSMA  technologies,  potential charges resulting from
the closure of AxCell  BioSciences,  growth and market penetration for Quadramet
and  ProstaScint,  revenues,  if any, from NMP22  BladderChek and from our joint
venture with Progenics  Pharmaceuticals  Inc., increased expenses resulting from
our sales force and marketing expansion,  including sales and marketing expenses
for  ProstaScint  and  Quadramet and expenses in  preparation  for the launch of
Combidex  upon  final  regulatory  approval,  the  sufficiency  of  our  capital
resources  and supply of products for sale,  the  continued  cooperation  of our
contractual  and  collaborative  partners,  our need for additional  capital and
other  statements  included in this  Quarterly  Report on Form 10-Q that are not
historical facts. 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,  market acceptance of our products, the results of our clinical trials,
our  ability  to hire and  retain  employees,  economic  and  market  conditions
generally,  our receipt of requisite  regulatory  approvals for our products and
product  candidates,  the  continued  cooperation  of our  marketing  and  other
collaborative  and strategic  partners,  our ability to protect our intellectual
property,  and the other risks  identified in our Annual Report on Form 10-K for
the year ended December 31, 2003 under the caption  "Additional Factors That May
Affect Future  Results" and those under the caption "Risk  Factors," as included
in certain of our other  filings,  from time to time,  with the  Securities  and
Exchange Commission.

     Any  forward-looking  statements  made by us do not reflect  the  potential
impact of any future  acquisitions,  mergers,  dispositions,  joint  ventures or
investments  we may make.  We do not  assume,  and  specifically  disclaim,  any
obligation  to update  any  forward-looking  statements,  and  these  statements
represent our current outlook only as of the date given.

     The following  discussion and analysis  should be read in conjunction  with
the  consolidated  financial  statements  and related  notes  thereto  contained
elsewhere  herein,  as well as in our  Annual  Report  on Form 10-K for the year
ended  December  31,  2003 and from time to time in our other  filings  with the
Securities and Exchange Commission.

                                      -14-
<PAGE>


OVERVIEW

     Founded in 1980, Cytogen  Corporation of Princeton,  NJ is a product-driven
biopharmaceutical  company that develops and commercializes innovative molecules
that  can be used to build  leading  franchises  across  multiple  markets.  Our
marketed products include QuadrametTM (samarium Sm-153 lexidronam injection) and
ProstaScint(R)  (capromab  pendetide)  kit for the  preparation of Indium In-111
capromab  pendetide  in the  United  States.  We have  exclusive  United  States
marketing rights to Combidex(R) (ferumoxtran-10) for all indications.  Combidex,
an   investigational   molecular   imaging   agent   consisting  of  iron  oxide
nanoparticles, is currently being developed for use in conjunction with magnetic
resonance imaging to aid in the  differentiation  of cancerous and non-cancerous
lymph nodes,  and is under review by the U.S. Food and Drug  Administration.  We
are also developing  therapeutics targeting  prostate-specific  membrane antigen
(PSMA),  a protein highly  expressed on the surface of prostate cancer cells and
the  neovasculature  of  solid  tumors.  Full  prescribing  information  for our
products is available at www.cytogen.com or by calling 1-800-833-3533.

SIGNIFICANT EVENTS IN THE THIRD QUARTER OF 2004

MANUFACTURING AGREEMENT WITH LAUREATE PHARMA, L.P.

     On  September  10,  2004,  we entered  into a  non-exclusive  Manufacturing
Agreement with Laureate Pharma, L.P. for our ProstaScint  product. The agreement
was  effective  immediately  and  shall  terminate,  unless  earlier  terminated
pursuant to the terms  thereof,  upon  Laureate's  completion of the  production
campaign and shipment of the  resulting  products  from  Laureate's  facility in
Princeton,  NJ.  It is  intended  that  the  agreement  will  provide  us with a
sufficient  supply of  ProstaScint to satisfy our  commercial  requirements  for
approximately the next four years based upon current sales levels.

ADVANCED MAGNETICS SUBMITS COMPLETE RESPONSE TO APPROVABLE LETTER FOR COMBIDEX

     On October 19, 2004, we jointly  announced  with Advanced  Magnetics,  Inc.
that  Advanced  Magnetics has  submitted a complete  response to the  approvable
letter received from the FDA for Combidex,  Advanced Magnetics'  investigational
molecular  imaging  agent,  to which we have exclusive  United States  marketing
rights.  The September 30, 2004  submission was accepted and assigned a user fee
goal date of March 30, 2005.

PATENT INFRINGEMENT LITIGATION SETTLED

     On September 29, 2004, we announced the settlement of a patent infringement
suit  against us and C.R.  Bard Inc.  for an  agreed-upon  payment,  without any
admission  of fault or  liability.  The  charge  related to this  settlement  is
recorded in the  accompanying  statements of  operations  for the three and nine
months ended  September 30, 2004.  Immunomedics  filed suit on February 17, 2000
against us and Bard, alleging that use of our ProstaScint product infringed U.S.
Patent No. 4,460,559, which claims a method for detecting and localizing tumors.
The settlement with Immunomedics is on behalf of Cytogen and Bard.

                                      -15-
<PAGE>


CLOSURE OF AXCELL BIOSCIENCES FACILITIES

     In July 2004,  as part of our  continuing  efforts to reduce  non-strategic
expenses,  we  initiated  the closure of  facilities  at our AxCell  BioSciences
subsidiary.  Research  projects  through  academic,  governmental  and corporate
collaborators will continue to be supported and additional  applications for the
intellectual property and technology at AxCell are being pursued.

ADDITION TO SENIOR MANAGEMENT

     On August 23, 2004, we announced that William J. Thomas,  Esq. joined us as
Senior Vice  President  and General  Counsel.  Mr.  Thomas was formerly a senior
partner  with the law firm of Wilmer  Cutler  Pickering  Hale and Dorr,  and has
almost  19  years  of  experience  in  representing  emerging  growth  and  high
technology  businesses in the areas of, among others,  general corporate issues,
securities law compliance,  venture capital,  underwriting,  strategic alliances
and mergers and  acquisitions.  Mr. Thomas has  represented  numerous public and
private  companies  in  the  software,  pharmaceutical,  telecommunications  and
e-commerce  industries.  Mr.  Thomas is  responsible  for all legal  matters  at
Cytogen.

RESIGNATION OF DIRECTOR

     On September 3, 2004, we announced  that H. Joseph Reiser,  Ph.D.  tendered
his resignation from our Board of Directors, effective immediately. Dr. Reiser's
resignation  letter  contained no disagreement  with  management  concerning any
matter relating to our operations, policies or practices.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

REVENUES
<TABLE>
<CAPTION>

                                                                             INCREASE/(DECREASE)
                                                                            --------------------
                                                 2004          2003           $             %
                                                 ----          ----        -------       -------
                                            (ALL  AMOUNTS  IN  THOUSANDS,  EXCEPT PERCENTAGE DATA)
<S>                                           <C>           <C>           <C>              <C>
Quadramet
  Product Sales (commenced August 2003)....   $  1,924      $  1,159      $    765         66%
  Royalties (ceased July 2003).............         --           191          (191)      (100)%
ProstaScint................................      1,308         1,519          (211)       (14)%
NMP22 BladderChek..........................         --           116          (116)      (100)%
License and Contract.......................         29         2,520        (2,491)       (99)%
                                              --------      --------      --------
                                              $  3,261      $  5,505      $ (2,244)       (41)%
                                              ========      ========      ========
</TABLE>

     Total revenues for the third quarter of 2004 were $3.3 million  compared to
$5.5  million  for the same  period in 2003.  Product  related  revenues,  which
include  product  sales and  royalties  (in 2003),  accounted for 99% and 54% of
total  revenues for the third quarters of 2004 and 2003,  respectively.  License
and contract  revenues  accounted  for the  remainder of revenues.  In the

                                      -16-
<PAGE>

third quarter of 2003, we recognized $2.0 million of previously deferred license
revenue  including the remaining  unamortized  deferred revenue in the amount of
$1.9 million  related to an up-front  license  payment net of associated  costs,
which  we  received  from  Berlex  Laboratories  in 1998 for  granting  them the
marketing rights to Quadramet.

     QUADRAMET.  Cytogen recorded  Quadramet sales of $1.9 million for the third
quarter of 2004  compared to $1.2  million in  Quadramet  sales and  $191,000 of
Quadramet royalty revenue during the third quarter of 2003.  Quadramet sales and
royalties  accounted for 60% and 45% of product  related  revenues for the third
quarters of 2004 and 2003, respectively.  Berlex Laboratories marketed Quadramet
in the United  States  through July 31, 2003.  On August 1, 2003,  we reacquired
marketing rights to Quadramet from Berlex and began marketing  Quadramet through
our internal  specialty sales force.  Effective upon the  reacquisition  of such
marketing rights, we no longer receive royalty revenue from Berlex for Quadramet
and we pay royalties to Berlex on our sales of Quadramet.  On August 1, 2003, we
began  recognizing  product revenue from our sales of Quadramet.  Currently,  we
market  Quadramet  only in the  United  States  and  have no  rights  to  market
Quadramet in Europe. We believe that the future growth and market penetration of
Quadramet  is  dependent  upon,  among  other  things:  (i)  new  clinical  data
supporting  the expanded and earlier use of Quadramet in various  cancers;  (ii)
novel  research  supporting  combination  uses  with  other  therapies,  such as
chemotherapeutics  and  bisphosphonates;  and  (iii)  establishing  the  use  of
Quadramet at higher doses to target and treat  primary bone  cancers.  We cannot
provide any assurance that we will be able to successfully  market  Quadramet or
that  Quadramet  will achieve  greater  market  penetration on a timely basis or
result in significant revenues for us.

     PROSTASCINT.  ProstaScint  sales were $1.3 million for the third quarter of
2004,  compared  to  $1.5  million  in the  third  quarter  of  2003.  Sales  of
ProstaScint  accounted for 40% and 51% of product related revenues for the third
quarters  of 2004 and 2003,  respectively.  We  believe  that such  decrease  in
ProstaScint  sales is due to the  effects  of buying  patterns  relating  to our
implementation  of a price increase for  ProstaScint in late June 2004, in which
we limited the quantities of ProstaScint that could be purchased by distributors
at the  pre-increase  price.  This  decrease was  partially  offset by increased
demand due to a higher  ProstaScint  reimbursement  value  established  for 2004
compared to 2003 and our  identification of new distribution  channels to better
accommodate  customer  needs.  We believe that demand for  ProstaScint  has been
consistently   higher   during  2004  than  2003  as  evidenced  by  the  higher
year-to-date sales in 2004, and that the quarterly fluctuations in quantities of
ProstaScint  sold in  2004  have  been  due to the  change  in  buying  patterns
described  above.  ProstaScint has historically  been a challenging  product for
physicians  and  technologists  to use, in part due to inherent  limitations  in
nuclear medicine imaging.  We believe that future growth and market  penetration
of ProstaScint is dependent upon,  among other things,  the  implementation  and
continued  research  relating  to advances  in imaging  technology,  new product
applications and the validation of PSMA as an independent  prognostic indicator.
We cannot  provide any  assurance  that we will be able to  successfully  market
ProstaScint,  or that ProstaScint  will achieve greater market  penetration on a
timely basis or result in significant revenues for us.

     NMP22  BLADDERCHEK.  There  were no sales of NMP22  BladderChek  during the
third  quarter of 2004  compared to $116,000  in the third  quarter of 2003.  We
began  promoting  NMP22  BladderChek to both  urologists and  oncologists in the
United  States in November 2002

                                      -17-
<PAGE>


using our internal sales force.  On October 30, 2003, we entered into an amended
and restated distribution  agreement with Matritech whereby,  effective November
8,  2003,  we had the  right to  non-exclusively  market  NMP22  BladderChek  to
urologists  through  December 31, 2003 and have the right to exclusively  market
NMP22  BladderChek  to oncologists  through  December 31, 2004. We do not expect
significant revenues from sales of NMP22 BladderChek.

     LICENSE AND CONTRACT  REVENUES.  License and contract revenues were $29,000
and $2.5 million for the third  quarters of 2004 and 2003,  respectively.  Under
SAB 101,  which we adopted in 2000,  license  revenues  from  certain  up-front,
non-refundable  license fees previously  recognized were deferred and were being
amortized over the estimated  performance period. The deferred revenue was fully
recognized  as of December 31, 2003. In the third quarter of 2003, we recognized
$2.0 million of  previously  deferred  license  revenue  including the remaining
unamortized  deferred  revenue  in the  amount  of $1.9  million  related  to an
up-front license payment net of associated costs,  which we received from Berlex
Laboratories  in 1998 for granting  them the marketing  rights to Quadramet.  In
August 2003, the 1998 license  agreement was terminated and we reacquired  those
rights from Berlex Laboratories.  In addition, during the third quarter of 2003,
we  recognized as revenue a $500,000  payment from  Antisoma in connection  with
Antisoma's  acquisition  of certain  royalty  rights to its lead product,  R1549
(formerly  Pemtumomab),  because  we  have  no  continuing  involvement  in this
arrangement.  We also  recognized  $20,000 and $59,000 of contract  revenues for
limited research and development services provided by us to the PSMA Development
Company LLC, our joint venture with Progenics  Pharmaceuticals Inc. in the third
quarters of 2004 and 2003,  respectively.  The level of future  revenues for the
remainder of 2004, if any, for contract  services  provided to the joint venture
may vary and will depend upon the extent of research  and  development  services
required by the joint venture.

OPERATING EXPENSES

<TABLE>
<CAPTION>

                                                                                    INCREASE/(DECREASE)
                                                                                    -------------------
                                                  2004              2003                $          %
                                                  ----              ----           -----------  -------
                                                (ALL AMOUNTS IN  THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                                            <C>               <C>                <C>            <C>
 Cost of product related revenues.........     $  2,188          $  2,154           $    34        2%
 Selling, general and administrative......        5,343             2,780             2,563       92%
 Research and development.................          608               753              (145)     (19)%
 Equity in loss of joint venture..........          805               714                91       13%
                                               --------          --------           -------
                                               $  8,944          $  6,401           $ 2,543       40%
                                               ========          ========           =======
</TABLE>

     Total  operating  expenses for the third  quarter of 2004 were $8.9 million
compared to $6.4 million in the same quarter of 2003.

     COST OF PRODUCT RELATED REVENUES.  Cost of product related revenues for the
third  quarters  of both  2004 and 2003  were  $2.2  million  and  includes  our
assumption,  in August 2003, of the responsibility  for manufacturing  costs for
Quadramet including  contractual  increases in 2004 related to our new agreement
with Bristol-Myers  Squibb Medical Imaging,  royalties to Berlex on our sales of
Quadramet and the  amortization  of the up-front  payment to Berlex to reacquire
Quadramet.

                                      -18-
<PAGE>


     SELLING,  GENERAL AND ADMINISTRATIVE.  Selling,  general and administrative
expenses  for the  third  quarter  of 2004 were $5.3  million  compared  to $2.8
million in the same period of 2003.  The increase  from the prior year period is
due  primarily  to the  expansion of our sales force and the  implementation  of
other marketing  initiatives  for our existing  products,  including  Quadramet,
which we  reacquired  from  Berlex in August  2003.  The  selling,  general  and
administrative   expenses  in  2004  also  include  a  payment  related  to  the
settlement,   in  September  2004,  of  a  patent  infringement  suit  filed  by
Immunomedics,  Inc.  against  us and C.R.  Bard Inc.  in  February  2000.  As of
November 1, 2004, we employed 40 people in sales and marketing. The employees in
sales and marketing included 9 Clinical Oncology Specialists and 22 Professional
Oncology  Representatives.  By  comparison,  we had 31  employees  in sales  and
marketing as of December 31, 2003. We anticipate  that  expenditure  levels will
continue  to  increase  as we continue  this  expansion  and as we continue  our
efforts to prepare for the launch of Combidex pending final regulatory approval.

     RESEARCH AND DEVELOPMENT.  Research and development  expenses for the third
quarter of 2004 were  $608,000  compared to $753,000 in the same period of 2003.
The current year expenses reflect costs associated with our product  development
efforts in support of new and expanded uses for Quadramet  and  ProstaScint  and
savings from the recent closure of our AxCell BioSciences  facility.  During the
third quarter of 2004 and 2003, we incurred $113,000 and $382,000, respectively,
in expenses relating to AxCell's operations.

     EQUITY  IN LOSS  OF  JOINT  VENTURE.  Our  share  of the  loss of the  PSMA
Development  Company LLC, our joint  venture  with  Progenics,  was $805,000 and
$714,000 during the third quarters of 2004 and 2003, respectively.  Such amounts
represented  50%  of  the  joint  venture's   operating  losses.  We  may  incur
significant  and  increasing  costs  in the  future  to fund  our  share  of the
development  costs  from the  joint  venture,  although  we cannot  provide  any
assurance that any further  agreements  between us and Progenics will be reached
regarding the joint venture.

     INTEREST INCOME/EXPENSE.  Interest income for the third quarter of 2004 was
$133,000  compared to $32,000 in the same period of 2003.  The  increase in 2004
from the prior year  period was due to higher  average  cash  balances  in 2004.
Interest  expense for each of the third  quarters of 2004 and 2003 was  $46,000.
Interest  expense  includes  interest on  outstanding  debt and finance  charges
related to various equipment leases that are accounted for as capital leases.

     NET LOSS. Net loss for the third quarter of 2004 was $5.6 million  compared
to  $910,000  reported in the third  quarter of 2003.  The basic and diluted net
loss per share for the third  quarter  of 2004 was $0.36  based on 15.4  million
weighted average common shares outstanding,  compared to a basic and diluted net
loss per share of $0.08 based on 10.9 million  weighted  average  common  shares
outstanding for the same period in 2003.

                                      -19-
<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

REVENUES

<TABLE>
<CAPTION>

                                                                                               INCREASE/(DECREASE)
                                                                                               -------------------
                                                             2004             2003              $              %
                                                             ----             ----          ---------      ----------
                                                                (ALL AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                                                      <C>              <C>               <C>               <C>
Quadramet
    Product Sales (commenced August 2003)............    $   5,394        $   1,159         $  4,235          365%
    Royalties (ceased July 2003).....................           --            1,105           (1,105)        (100)%
ProstaScint..........................................        5,347            4,738              609           13%
NMP22 BladderChek....................................            1              239             (238)        (100)%
BrachySeed (ceased January 2003).....................           --              240             (240)        (100)%
License and Contract.................................           72            2,827           (2,755)         (97)%
                                                         ---------        ---------         --------
                                                         $  10,814        $  10,308         $    506            5%
                                                         =========        =========         ========
</TABLE>


     Total  revenues  for the  first  nine  months of 2004  were  $10.8  million
compared to $10.3 million for the same period in 2003. Product related revenues,
which include  product sales and  royalties,  accounted for 99% and 73% of total
revenues for the first nine months of 2004 and 2003,  respectively.  License and
contract  revenues  accounted for the  remainder of revenues.  In the first nine
months of 2003,  we  recognized  $2.2  million of  previously  deferred  license
revenue  including the remaining  unamortized  deferred revenue in the amount of
$1.9 million  related to an up-front  license  payment net of associated  costs,
which  we  received  from  Berlex  Laboratories  in 1998 for  granting  them the
marketing rights to Quadramet.

     QUADRAMET.  Cytogen recorded  Quadramet sales of $5.4 million for the first
nine months of 2004 compared to $1.2 million in Quadramet sales and $1.1 million
of Quadramet  royalty  revenue  during the first nine months of 2003.  Quadramet
sales and royalties  accounted for 50% and 30% of product  related  revenues for
such periods, respectively. Berlex Laboratories marketed Quadramet in the United
States through July 31, 2003. On August 1, 2003, we reacquired  marketing rights
to  Quadramet  from Berlex and began  marketing  Quadramet  through our internal
specialty  sales  force.  Effective  upon the  reacquisition  of such  marketing
rights,  we no longer receive  royalty  revenue from Berlex for Quadramet and we
pay royalties to Berlex on our sales of  Quadramet.  On August 1, 2003, we began
recognizing  product revenue from our sales of Quadramet.  Currently,  we market
Quadramet  only in the United  States and have no rights to market  Quadramet in
Europe. We believe that the future growth and market penetration of Quadramet is
dependent  upon,  among other  things:  (i) new  clinical  data  supporting  the
expanded and earlier use of Quadramet in various  cancers;  (ii) novel  research
supporting combination uses with other therapies,  such as chemotherapeutics and
bisphosphonates;  and (iii) establishing the use of Quadramet at higher doses to
target and treat primary bone cancers.  We cannot  provide any assurance that we
will be able to  successfully  market  Quadramet or that  Quadramet will achieve
greater market  penetration on a timely basis or result in significant  revenues
for us.

     PROSTASCINT.  ProstaScint sales were $5.3 million for the first nine months
of 2004,  an increase of $609,000  from $4.7 million in the first nine months of
2003. Sales of ProstaScint

                                      -20-
<PAGE>


accounted  for  50%  and 63% of  product  related  revenues  for  such  periods,
respectively.  We believe  that such  increase  in  ProstaScint  sales is due to
increased  demand  associated  with our  focused  marketing  programs,  a higher
ProstaScint  reimbursement  value  established for 2004 compared to 2003 and our
identification  of new  distribution  channels  to better  accommodate  customer
needs.  We believe  that demand for  ProstaScint  has been  consistently  higher
during 2004 than 2003 as  evidenced  by the higher  year-to-date  sales in 2004.
ProstaScint  has  historically  been a challenging  product for  physicians  and
technologists  to use, in part due to inherent  limitations in nuclear  medicine
imaging.  We believe that future growth and market penetration of ProstaScint is
dependent upon, among other things,  the  implementation  and continued research
relating to advances in imaging  technology,  new product  applications  and the
validation of PSMA as an independent prognostic indicator. We cannot provide any
assurance  that we will be able  to  successfully  market  ProstaScint,  or that
ProstaScint will achieve greater market  penetration on a timely basis or result
in significant revenues for us.

     NMP22 BLADDERCHEK.  NMP22 BladderChek sales during the first nine months of
2004 were $1,000  compared  to  $239,000  in the same  period in 2003.  We began
promoting  NMP22  BladderChek to both  urologists and  oncologists in the United
States in November 2002 using our internal sales force.  On October 30, 2003, we
entered  into an amended and  restated  distribution  agreement  with  Matritech
whereby,  effective November 8, 2003, we had the right to non-exclusively market
NMP22 BladderChek to urologists  through December 31, 2003 and have the right to
exclusively  market NMP22 BladderChek to oncologists  through December 31, 2004.
We do not expect significant revenues from sales of NMP22 BladderChek.

     BRACHYSEED.  There were no BrachySeed sales during the first nine months of
2004  compared  to  $240,000  during  the  first  nine  months  of  2003,  which
represented  3% of product  related  revenues.  Effective  January 24, 2003,  we
stopped accepting and filling new orders for the BrachySeed products.

     LICENSE AND CONTRACT  REVENUES.  License and contract revenues were $72,000
and $2.8 million for the first nine months of 2004 and 2003, respectively. Under
SAB 101,  which we adopted in 2000,  license  revenues  from  certain  up-front,
non-refundable  license fees previously  recognized were deferred and were being
amortized over the estimated  performance period. The deferred revenue was fully
recognized  as of  December  31,  2003.  In the first  nine  months of 2003,  we
recognized $2.2 million of previously  deferred  license  revenue  including the
remaining  unamortized deferred revenue in the amount of $1.9 million related to
an up-front  license  payment net of  associated  costs,  which we received from
Berlex Laboratories in 1998 for granting them the marketing rights to Quadramet.
In August 2003,  the 1998 license  agreement  was  terminated  and we reacquired
those rights from Berlex Laboratories. In addition, during the first nine months
of 2003, we recognized as revenue a $500,000 payment from Antisoma in connection
with Antisoma's acquisition of certain royalty rights to its lead product, R1549
(formerly  Pemtumomab),  because  we  have  no  continuing  involvement  in this
arrangement.  We also recognized  $47,000 and $158,000 of contract  revenues for
limited research and development services provided by us to the PSMA Development
Company LLC, our joint venture with Progenics  Pharmaceuticals Inc. in the first
nine months of 2004 and 2003, respectively. The level of future revenues for the
remainder of 2004, if any, for contract  services  provided to the joint venture
may vary and will depend upon the extent of research  and  development  services
required by the joint venture.

                                      -21-
<PAGE>


OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                                                          INCREASE/(DECREASE)
                                                                                       --------------------------
                                                         2004              2003           $                 %
                                                         ----              ----        ---------       ----------
                                                      (ALL  AMOUNTS  IN  THOUSANDS,  EXCEPT  PERCENTAGE DATA)
<S>                                                   <C>             <C>              <C>                 <C>
    Cost of product related revenues.............     $  6,983        $    3,964       $   3,019           76%
    Selling, general and administrative..........       14,148             8,146           6,002           74%
    Research and development.....................        1,953             2,283            (330)         (14)%
    Equity in loss of joint venture..............        2,156             2,680            (524)         (20)%
                                                     ---------        ----------       ---------
                                                     $  25,240        $   17,073       $   8,167           48%
                                                     =========        ==========       =========
</TABLE>

     Total  operating  expenses  for the first  nine  months of 2004 were  $25.2
million compared to $17.1 million in the same period of 2003.

     COST OF PRODUCT RELATED REVENUES.  Cost of product related revenues for the
first nine months of 2004 were $7.0 million compared to $4.0 million in the same
period of 2003.  The increase from the prior year period is due primarily to our
assumption,  in August 2003, of the responsibility  for manufacturing  costs for
Quadramet including  contractual  increases in 2004 related to our new agreement
with Bristol-Myers  Squibb Medical Imaging,  royalties to Berlex on our sales of
Quadramet and the  amortization  of the up-front  payment to Berlex to reacquire
Quadramet.

     SELLING,  GENERAL AND ADMINISTRATIVE.  Selling,  general and administrative
expenses for the first nine months of 2004 were $14.1  million  compared to $8.1
million in the same period of 2003.  The increase  from the prior year period is
due  primarily  to the  expansion of our sales force and the  implementation  of
other marketing  initiatives  for our existing  products,  including  Quadramet,
which we  reacquired  from  Berlex in August  2003.  The  selling,  general  and
administrative   expenses  in  2004  also  include  a  payment  related  to  the
settlement,   in  September  2004,  of  a  patent  infringement  suit  filed  by
Immunomedics,  Inc.  against  us and C.R.  Bard Inc.  in  February  2000.  As of
November 1, 2004, we employed 40 people in sales and marketing. The employees in
sales and marketing included 9 Clinical Oncology Specialists and 22 Professional
Oncology  Representatives.  By  comparison,  we had 31  employees  in sales  and
marketing as of December 31, 2003. We anticipate  that  expenditure  levels will
continue  to  increase  as we continue  this  expansion  and as we continue  our
efforts to prepare for the launch of Combidex pending final regulatory approval.

     RESEARCH AND DEVELOPMENT.  Research and development  expenses for the first
nine  months of 2004 were $2.0  million  compared  to $2.3  million  in the same
period of 2003.  The current year  expenses  reflect costs  associated  with our
product  development  efforts in support of new and expanded  uses for Quadramet
and  ProstaScint  and savings from the recent closure of our AxCell  BioSciences
facility.  During the first nine months of 2004 and 2003,  we incurred  $631,000
and $1.2 million, respectively, in expenses relating to AxCell's operations.

     EQUITY  IN LOSS  OF  JOINT  VENTURE.  Our  share  of the  loss of the  PSMA
Development  Company LLC, our joint  venture  with  Progenics,  was $2.2 million
during the first nine months of 2004 compared to $2.7 million in the same period
of 2003 and  represented  50% of the joint venture's  operating  losses.  We may
incur significant and increasing costs in the future to fund

                                      -22-
<PAGE>


our share of the  development  costs from the joint venture,  although we cannot
provide any assurance that any further  agreements between us and Progenics will
be reached regarding the joint venture.

     INTEREST INCOME/EXPENSE.  Interest income for the first nine months of 2004
was  $303,000  compared to $91,000 in the same period of 2003.  The  increase in
2004 from the prior year period was due to higher average cash balances in 2004.
Interest  expense  for  each of the  first  nine  months  of 2004  and  2003 was
$139,000.  Interest  expense  includes  interest on outstanding debt and finance
charges  related to various  equipment  leases that are accounted for as capital
leases.

     INCOME TAX BENEFIT. During the first nine months of 2003, we sold a portion
of our New Jersey state net operating losses and research and development credit
carryforwards,  which  resulted  in the  recognition  of  $584,000 in income tax
benefit.  No such sales occurred in the first nine months of 2004.  Assuming the
State of New Jersey  continues to fund this  program,  which is  uncertain,  the
future  amount of net  operating  losses and  research  and  development  credit
carryforwards  which we may sell  will also  depend  upon the  allocation  among
qualifying companies of an annual pool established by the State of New Jersey.

     NET LOSS.  Net loss for the  first  nine  months of 2004 was $14.3  million
compared to $6.2  million  reported in the first nine months of 2003.  The basic
and diluted net loss per share for the first nine months of 2004 was $0.99 based
on 14.4 million weighted average common shares outstanding,  compared to a basic
and diluted net loss per share of $0.65  based on 9.6 million  weighted  average
common shares outstanding for the same period in 2003.

                                      -23-
<PAGE>


COMMITMENTS

     We  have  entered  into  various  contractual  obligations  and  commercial
commitments.  The following table  summarizes our contractual  obligations as of
September 30, 2004 and does not include  approximately  $1.9 million  related to
these contractual  obligations which are currently  recorded in accounts payable
and accrued  liabilities  in the  accompanying  balance  sheets (all  amounts in
thousands):

<TABLE>
<CAPTION>

                                                       LESS
                                                       THAN       1 TO 3       4 TO 5       MORE THAN
                                                      1 YEAR       YEARS        YEARS        5 YEARS         TOTAL
                                                     --------    --------     ---------    -----------     --------
<S>                                                  <C>         <C>          <C>          <C>             <C>
Long-term debt(1) .................................  $ 2,280     $      -     $      -     $       -       $  2,280
Capital lease obligations..........................       40           40           11             -             91
Facility leases....................................      529          820           28             -          1,377
Research and development and
   other obligations...............................    1,013          327          201           725          2,266
Manufacturing contracts(2) ........................    7,453        5,233           44             -         12,730
Capital contribution to joint venture(3) ..........    2,250            -            -             -          2,250
Minimum royalty payments(4)........................    1,000        2,000        2,000         4,083          9,083
                                                     -------     --------     --------     ---------       --------

      Total........................................  $14,565     $  8,420     $  2,284     $   4,808       $ 30,077
                                                     =======     ========     ========     =========       ========
</TABLE>

     (1)  In August 1998, we received $2.0 million from Elan Corporation, plc in
          exchange for a convertible  promissory  note.  The note is convertible
          into  shares  of  our  common  stock  at $28  per  share,  subject  to
          adjustments,  and  matures  in  August  2005.  The note  bears  annual
          interest of 7%, compounded  semi-annually,  however, such interest was
          not  payable  in cash but was added to the  principal  through  August
          2000;  thereafter,  interest  is  payable in cash.  The note  contains
          certain non-financial  covenants,  with which we were in compliance as
          of September 30, 2004.

     (2)  As a result of the August 2003  reacquisition  of marketing  rights to
          Quadramet,   we  assumed   all  of   Berlex's   obligations   under  a
          manufacturing and supply agreement with BMSMI, including an obligation
          to pay manufacturing costs. Effective January 1, 2004, we entered into
          a new  manufacturing  and supply  agreement  with BMSMI  whereby BMSMI
          manufactures,  distributes and provides order  processing and customer
          services  for us  relating  to  Quadramet.  Under the terms of the new
          agreement,  we are  obligated  to pay at least $4.2  million  annually
          through  2008,  unless  terminated  by BMSMI or us on a two year prior
          written  notice.  This  agreement  will  automatically  renew for five
          successive  one-year  periods  unless  terminated  by BMSMI or us on a
          two-year  prior  written  notice.  Accordingly,  we have not  included
          commitments  beyond  September  30, 2006.  Additionally,  in September
          2004, we entered into a  non-exclusive  manufacturing  agreement  with
          Laureate  Pharma,  L.P.  pursuant to which Laureate shall  manufacture
          ProstaScint  for  us  in  its  Princeton,  New  Jersey  facility.  The
          agreement  was  effective  immediately  and  shall  terminate,  unless
          earlier  terminated  pursuant to the terms  thereof,  upon  Laureate's
          completion  of the  production  campaign and shipment of the resulting
          products from Laureate's  facility.  Under the terms of the agreement,
          we are obligated to pay at least an aggregate of $5.1 million  through
          2006. We intend that the  agreement  will provide us with a sufficient
          supply of  ProstaScint  to satisfy  our  commercial  requirements  for
          approximately the next four years, based upon current sales levels.

     (3)  In 2004, each of Cytogen and Progenics expects to provide $4.2 million
          in funding for the  development of the PSMA  technologies  through our
          joint venture with  Progenics.  Cytogen has funded $2.0 million of its
          $4.2 million annual commitment,  as of September 30, 2004. Cytogen and
          Progenics  have not yet  committed  to fund the joint  venture  beyond
          December 31, 2004 at this time,  except for obligations under existing
          contractual  commitments as of that date. We may incur significant and
          increasing costs in the

                                      -24-
<PAGE>


          future  to fund our  share of the  development  costs  from the  joint
          venture,  although  we  cannot  be sure  that any  further  agreements
          between us and Progenics will be reached regarding the joint venture.

     (4)  We acquired an exclusive  license  from The Dow  Chemical  Company for
          Quadramet for the treatment of osteoblastic bone metastases in certain
          territories. The agreement requires us to pay Dow royalties based on a
          percentage  of net sales of  Quadramet,  or a  guaranteed  contractual
          minimum  payment,  whichever  is  greater,  and future  payments  upon
          achievement of certain milestones. Future annual minimum royalties due
          to Dow are $1.0  million per year in 2004 through 2012 and $833,000 in
          2013.

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

LIQUIDITY AND CAPITAL RESOURCES

CONDENSED STATEMENT OF CASH FLOWS:
                                                                  2004
                                                      --------------------------
                                                      (ALL AMOUNTS IN THOUSANDS)
     Net loss.........................................      $    (14,262)
     Adjustments to reconcile net loss to net cash
       used in operating activities...................             1,197
                                                            ------------
     Net cash used in operating activities............           (13,065)
     Net cash used in investing activities............           (10,980)
     Net cash provided by financing activities........            23,875
                                                            ------------
     Net decrease in cash and cash equivalents........      $       (170)
                                                            ============

OVERVIEW

     Our cash and cash  equivalents were $13.5 million as of September 30, 2004,
compared to $13.6 million as of December 31, 2003. As of September 30, 2004, our
total cash,  cash  equivalents  and  short-term  investments  were $40.5 million
compared to $30.2  million as of December 31, 2003.  The increase in cash,  cash
equivalents  and short term  investments  from the December 31, 2003 balance was
primarily due to our receipt of net proceeds of approximately $24.0 million from
a  registered  direct  offering  of our common  stock in April  2004,  offset by
operating  expenditures in 2004,  including  costs to  manufacture,  promote and
support our existing  oncology  products and to expand our internal sales force.
During  the first  nine  months of 2004 and  2003,  net cash used for  operating
activities was $13.1 million and $7.8 million,  respectively. In 2004, we expect
operating expenditures to increase over 2003 levels.

     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.

     Our financial objectives are to meet our capital and operating requirements
through revenues from existing products and licensing  arrangements.  To achieve
these  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

                                      -25-
<PAGE>


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 2007. 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,
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.

2004 CAPITAL RAISING

     In April  2004,  we sold  2,570,000  shares of our common  stock to certain
institutional  investors  for  $10.10  per  share  through a  registered  direct
offering,  resulting in net proceeds of  approximately  $24.0  million after the
payment of placement agency fees and expenses related to the offering.

                                      -26-
<PAGE>


OTHER LIQUIDITY EVENTS

     In September 2004, we entered into a non-exclusive  manufacturing agreement
with  Laureate  Pharma,  L.P.  pursuant  to  which  Laureate  shall  manufacture
ProstaScint  for us in its  Princeton,  New Jersey  facility.  The agreement was
effective immediately and shall terminate, unless earlier terminated pursuant to
the terms thereof,  upon  Laureate's  completion of the production  campaign and
shipment of the resulting products from Laureate's facility.  Under the terms of
the  agreement,  we are  obligated  to pay at least an aggregate of $5.1 million
through  2006.  We intend that the  agreement  will provide us with a sufficient
supply of ProstaScint to satisfy our commercial  requirements for  approximately
the next four years, based upon current sales levels. In October 2004,  Laureate
entered into a definitive agreement with Safeguard Scientifics, Inc. pursuant to
which it is intended that Safeguard will acquire Laureate's business and assets.
Following the  transaction,  which is expected to be  consummated  in the fourth
quarter of 2004,  Laureate is expected to continue to operate as a full  service
contract  manufacturing  organization.   We  do  not  anticipate  that  we  will
experience  any  disruption  in Laureate's  performance  of its  obligations  to
produce ProstaScint.

     In 2003,  we  reacquired  the  marketing  rights to Quadramet  from Berlex.
Accordingly, effective August 1, 2003, we began recording all revenue from sales
of Quadramet.  Effective upon the  reacquisition of such marketing rights, we no
longer receive royalty revenue from Berlex and pay Berlex royalties on our sales
of  Quadramet.  As a result of the  reacquisition,  we assumed  all of  Berlex's
obligations  under a manufacturing  and supply  agreement with BMSMI.  Effective
January 1, 2004, we entered into a new  manufacturing  and supply agreement with
BMSMI whereby BMSMI manufactures,  distributes and provides order processing and
customer  services  for us  relating  to  Quadramet.  Under the terms of the new
agreement,  we are obligated to pay at least $4.2 million annually through 2008,
unless  terminated  by BMSMI or us on two years prior  written  notice.  For the
first nine months of 2004, we incurred $3.2 million of  manufacturing  costs for
Quadramet.  This agreement will automatically renew for five successive one-year
periods unless  terminated by BMSMI or us on a two year prior written notice. We
also pay BMSMI a variable  amount per month for each  Quadramet  order placed to
cover the costs of customer service. In addition,  we expect our Quadramet sales
and marketing expenses to increase in 2004.

     Beginning  in  December  2001,  we began to equally  share the costs of the
joint  venture  with  Progenics.  Cytogen and  Progenics  each expect to provide
funding of $4.2  million in 2004.  Cytogen has funded  $2.0  million of its $4.2
million annual commitment,  as of September 30, 2004. Cytogen and Progenics have
not committed to fund the joint venture  beyond  December 31, 2004 at this time,
except for obligations under existing  contractual  commitments as of that date.
We may incur significant and increasing costs in the future to fund our share of
the  development  costs from the joint  venture  although we cannot  provide any
assurance that any further  agreements  between us and Progenics will be reached
regarding the joint venture.  Any funding amount in subsequent  periods may vary
dependent  upon,  among other  things,  the results of the  clinical  trials and
research and development activities, competitive and technological developments,
and market opportunities.

                                      -27-
<PAGE>


     We  acquired  an  exclusive  license  from  The Dow  Chemical  Company  for
Quadramet  for  the  treatment  of  osteoblastic   bone  metastases  in  certain
territories.  The  agreement  requires  us  to  pay  Dow  royalties  based  on a
percentage  of net  sales of  Quadramet,  or a  guaranteed  contractual  minimum
payment,  whichever is greater,  and future payments upon achievement of certain
milestones. Future annual minimum royalties due to Dow are $1.0 million per year
in 2004 through 2012 and $833,000 in 2013.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Financial  Reporting  Release No. 60 requires  all  companies  to include a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note 1 to our Consolidated  Financial  Statements in our
Annual  Report on Form 10-K for the year  ended  December  31,  2003  includes a
summary  of  our  significant  accounting  policies  and  methods  used  in  the
preparation of our Consolidated  Financial Statements.  The following is a brief
discussion of the more significant  accounting  policies and methods used by us.
The preparation of our  Consolidated  Financial  Statements  requires us to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Our actual results could differ  materially  from
those estimates.

REVENUE RECOGNITION

     Product related  revenues include product sales by Cytogen to its customers
and Quadramet  royalties.  Product sales are recognized  when the customer takes
ownership  and assumes  risk of loss,  and when the  collection  of the relevant
receivable is probable,  persuasive  evidence of an  arrangement  exists and the
sales  price is fixed  and  determinable.  Product  sales  are  recorded  net of
discounts,  rebates and estimated  allowances  for product  returns based on our
historical  experience  and any specific  product return issues that we may have
identified.

     Prior to the  reacquisition  of  marketing  rights  to  Quadramet  from our
marketing partner,  Berlex  Laboratories,  in August 2003, we recognized royalty
revenue on Quadramet  sales made by Berlex during each period as Berlex sold the
product.  As a result of our  reacquisition,  effective August 1, 2003, we began
recognizing  revenue from the sales of Quadramet and no longer receive Quadramet
royalty revenue.

     License and contract  revenues  include  milestone  payments and fees under
collaborative  agreements with third parties,  revenues from research  services,
and revenues from other miscellaneous sources.

     In 2003, Staff Accounting Bulletin No. 104, "Revenue  Recognition" replaced
Staff   Accounting   Bulletin  No.  101,   "Revenue   Recognition  In  Financial
Statements,"  which the  Company  adopted  in 2000.  The  provisions  related to
non-refundable,  up-front license fees were unchanged in SAB 104 compared to SAB
101. Accordingly,  we defer non-refundable,  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 performance periods is subject to
management's  estimates,  future revenues to be recognized  could be affected by
changes in such estimates.

                                      -28-
<PAGE>


ACCOUNTS RECEIVABLE

     Our accounts  receivable  balances are net of an  estimated  allowance  for
uncollectible  accounts.  We continuously  monitor collections and payments from
our customers and maintain an allowance for  uncollectible  accounts  based upon
our historical  experience and any specific  customer  collection issues that we
have identified. While we believe our reserve estimate to be appropriate, we may
find it  necessary to adjust our  allowance  for  uncollectible  accounts if the
future  bad debt  expense  exceeds  our  estimated  reserve.  We are  subject to
concentration  risks as a limited number of our customers provide a high percent
of total revenues, and corresponding receivables.

INVENTORIES

     Inventories are stated at the lower of cost or market,  as determined using
the first-in, first-out method, which most closely reflects the physical flow of
our  inventories.  Our  products  and raw  materials  are subject to  expiration
dating.  We  regularly  review  quantities  on hand to  determine  the  need for
reserves for excess and obsolete  inventories  based  primarily on our estimated
forecast of product sales. Our estimate of future product demand may prove to be
inaccurate,  in which case we may have understated or overstated our reserve for
excess and obsolete inventories.

CARRYING VALUE OF FIXED AND INTANGIBLE ASSETS

     Our fixed assets and certain of our acquired  rights to market our products
have been recorded at cost and are being amortized on a straight-line basis over
the estimated useful life of those assets. If indicators of impairment exist, we
assess the  recoverability  of the  affected  long-lived  assets by  determining
whether the carrying value of such assets can be recovered through  undiscounted
future  operating cash flows. If impairment is indicated,  we measure the amount
of such  impairment by comparing the carrying value of the assets to the present
value of the expected  future cash flows  associated  with the use of the asset.
Adverse  changes  regarding  future  cash flows to be received  from  long-lived
assets could  indicate  that an impairment  exists,  and would require the write
down of the carrying value of the impaired asset at that time.

NEW ACCOUNTING PRONOUNCEMENTS

     In March 2004, the FASB issued a Proposed SFAS,  "Share-Based  Payment - An
Amendment of SFAS Nos. 123 and 95" ("Exposure Draft").  The Exposure Draft would
eliminate the ability to account for share-based compensation transactions using
APB Opinion No. 25, and generally  would require such  transactions be accounted
for using a  fair-value-based  method and the resulting  cost  recognized in the
financial  statements.  Based  on the  provisions  of  the  Exposure  Draft  and
subsequent  FASB  diliberations  and tentative  conclusions,  the final standard
would be effective for publicly-traded companies for awards granted, modified or
settled  in  interim  periods  beginning  after June 15,  2005.  We are  closely
monitoring  developments  related to the Exposure Draft and will adopt the final
standards,  if any, in the appropriate period following  issuance.  The eventual
adoption of the Exposure Draft, if issued in final form by the FASB, is expected
to have a material effect on our consolidated financial statements.

                                      -29-
<PAGE>


COMPLIANCE WITH SARBANES-OXLEY REQUIREMENTS

     Section  404 of the  Sarbanes-Oxley  Act of  2002  requires  management  to
perform an evaluation of its internal control over financial  reporting and have
our  independent  auditors  attest to such  evaluation.  Along  with many  other
companies  whose  fiscal  year  ends on  December  31, we must  implement  these
requirements for the first time in connection with the preparation of the annual
report for the year ending  December 31, 2004. We have been  actively  preparing
for the implementation of this requirement by, among other things,  establishing
an ongoing  program to  document,  evaluate  and test the systems and  processes
necessary for compliance.  While we anticipate that we will be able to comply on
a timely basis with these requirements,  unforeseen delays may occur which could
prevent  us  from  achieving  timely  compliance.  If we fail  to  complete  our
evaluation on a timely basis and in a  satisfactory  manner,  or if our external
auditors  are unable to attest on a timely basis to the adequacy of our internal
control,  we may be subject to  additional  scrutiny  surrounding  our  internal
control over financial reporting.

ITEM 3 -  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We  do  not  have   operations   subject  to  risks  of  foreign   currency
fluctuations,  nor do we use derivative financial  instruments in our operations
or investment  portfolio.  As of September 30, 2004, 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.  However, downward changes in interest rates could expose
us to market risk associated with our fixed interest rate debt.

ITEM 4 -  CONTROLS AND PROCEDURES

     (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our management,  with
the  participation of our chief executive  officer and chief financial  officer,
evaluated  the  effectiveness  of our  disclosure  controls and  procedures  (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September
30, 2004. In designing and evaluating our  disclosure  controls and  procedures,
our management  recognized that any controls and procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives  and  management  necessarily  applied its judgment in evaluating the
cost-benefit  relationship of possible  controls and  procedures.  Based on this
evaluation,  our chief executive  officer and chief financial  officer concluded
that, as of September 30, 2004, our disclosure  controls and procedures were (1)
designed to ensure that  material  information  relating  to us,  including  our
consolidated  subsidiaries,  is made known to our chief  executive  officer  and
chief financial officer by others within those entities, particularly during the
period in which this report was being prepared and (2)  effective,  in that they
provide reasonable  assurance that information required to be disclosed by us in
the  reports  that  we  file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

     (b) CHANGES IN INTERNAL  CONTROLS.  No change in  our internal control over
financial  reporting  (as defined in Rules  13a-15(f)  and  15d-15(f)  under the
Exchange Act) occurred  during the fiscal quarter ended  September 30, 2004 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

                                      -30-
<PAGE>


LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

     Our management,  including our Chief Executive  Officer and Chief Financial
Officer,  does not expect that our  disclosure  controls and  procedures  or our
internal  controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs.  The inherent  limitations in all control  systems  include the realities
that judgments in  decision-making  can be faulty and that  breakdowns can occur
because of simple error or mistake.  Additionally,  controls can be circumvented
by the individual acts of some persons,  by collusion of two or more people,  or
by management override of the control.  Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

PART II  - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     In September  2004,  we announced the  settlement of a patent  infringement
suit  against us and C.R.  Bard Inc.  for an  agreed-upon  payment,  without any
admission of fault or  liability.  Immunomedics  filed suit on February 17, 2000
against us and Bard, alleging that use of our ProstaScint product infringed U.S.
Patent No. 4,460,559, which claims a method for detecting and localizing tumors.
The settlement with Immunomedics is on behalf of Cytogen and Bard.

     In connection with a recent review of certain of our intellectual property,
it  was  determined   that  we  were  the  recipient,   beginning  in  1998,  of
correspondence from legal counsel representing the former employer of Dr. Julius
Horoszewicz,  the sole inventor on the principal  United States patent  covering
ProstaScint.   Such  correspondence  alleged  that  the  patent  rights  to  Dr.
Horoszewicz's discoveries were the property of such former employer and that Dr.
Horoszewicz  had no right to assign  them to us. We  vigorously  disputed  those
allegations,  and we have no record of the matter  having  been  pursued by such
former  employer  subsequent  to August  2000.  We  believe  that in view of the
marketing  of  the  technology  covered  by  the  patent  through  the  sale  of
ProstaScint by us, our right to use the underlying  technology in our continuing
production  and sale of  ProstaScint  should  not be at risk.  However,  if such
claims were reasserted,  and if it were to be concluded that Dr.  Horoszewicz in
fact had no right to assign the patent to us, a court  could  determine  that we
have no right to use the technology  covered by the patent or that any royalties
paid by or payable by us in  respect of the use of the patent  should  have been
paid in the past,  and should in the  future be  payable,  to Dr.  Horoszewicz's
former employer in lieu of Dr. Horoszewicz. The amount of any such payments, and
our liability for them,  if any, is not  presently  determinable,  and we cannot
give any assurance that an adverse  determination could not result in a material
expenditure to us or have a material adverse effect on our financial  condition,
results of operations or liquidity.

     We have 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.  We cannot give any
assurance  that  litigation  expenses  will not  exceed any  offsetting  royalty
payments.

                                      -31-
<PAGE>


     In addition, we are, from time to time, subject to claims and suits arising
in the ordinary course of business.  In the opinion of management,  the ultimate
resolution of any such matters would not have a material effect on our financial
condition, results of operations or liquidity.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

CHANGES IN SECURITIES

     The  following  information  relates  to all of the  securities  sold by us
during the third quarter of 2004 that were not  registered  under the securities
laws at the time of grant, issuance and/or sale:

     OPTION GRANTS

     During the third quarter of 2004, we granted stock options  pursuant to our
2004 Stock Incentive Plan. Such options were not registered under the Securities
Act of 1933, as amended. We intend to file a registration  statement on Form S-8
with the Securities and Exchange Commission to register the shares of our common
stock underlying  option grants under the 2004 Stock Incentive Plan. All of such
option grants were granted at the then current market value of the common stock.
The following table sets forth certain information  regarding such grants during
the quarter:

                                           Number           Weighted Average
             Plan                         of Shares     Exercise Price Per Share
             ----                         ---------     ------------------------
2004 Stock Incentive Plan..............    34,000              $11.617

     We did not employ an  underwriter  in  connection  with the issuance of the
securities  described  above.  We believe  that the  issuance  of the  foregoing
securities  was exempt from  registration  under  either (i) Section 4(2) of the
Securities  Act as  transactions  not  involving  any public  offering  and such
securities  having  been  acquired  for  investment  and  not  with  a  view  to
distribution,  or (ii) Rule 701 under the  Securities Act as  transactions  made
pursuant  to a  written  compensatory  benefit  plan or  pursuant  to a  written
contract  relating  to  compensation.  All  recipients  had  adequate  access to
information about the Company.

ITEM 5.  OTHER INFORMATION

CLOSURE OF AXCELL BIOSCIENCES FACILITIES

     In July 2004,  as part of our  continuing  efforts to reduce  non-strategic
expenses,  we  initiated  the closure of  facilities  at our AxCell  BioSciences
subsidiary.  Research  projects  through  academic,  governmental  and corporate
collaborators will continue to be supported and additional  applications for the
intellectual property and technology at AxCell are being pursued.

APPOINTMENT OF SENIOR VICE PRESIDENT AND GENERAL COUNSEL

     On August 23, 2004,  William J. Thomas,  Esq.  joined the Company as Senior
Vice President and General Counsel. In connection with Mr. Thomas'  commencement
of

                                      -32-
<PAGE>


employment  with the  Company,  we entered  into a Change of  Control  Severance
Agreement, in the form we utilize with our executive officers, with Mr. Thomas.

APPOINTMENT OF TRANSFER AGENT

     On September 1, 2004, American Stock Transfer & Trust Company was appointed
as the new  registrar  and  transfer  agent for the  Company,  replacing  Mellon
Investor  Services LLC. In connection with our engagement of AST, we executed an
Agreement for  Substitution and Amendment of Rights Agreement with AST, dated as
of September 1, 2004, pursuant to which, among other things, AST replaces Mellon
as rights agent under our Rights Agreement, as amended to date.

RESIGNATION OF DIRECTOR

     On September 3, 2004, we announced  that H. Joseph Reiser,  Ph.D.  tendered
his resignation from our Board of Directors, effective immediately. Dr. Reiser's
resignation  letter  contained no disagreement  with  management  concerning any
matter relating to our operations, policies or practices.

MANUFACTURING AGREEMENT WITH LAUREATE PHARMA, L.P.

     On  September  10,  2004,  we entered  into a  non-exclusive  Manufacturing
Agreement with Laureate Pharma, L.P. for our ProstaScint  product. The agreement
was  effective  immediately  and  shall  terminate,  unless  earlier  terminated
pursuant to the terms  thereof,  upon  Laureate's  completion of the  production
campaign and shipment of the  resulting  products  from  Laureate's  facility in
Princeton,  NJ.  It is  intended  that  the  agreement  will  provide  us with a
sufficient  supply of  ProstaScint to satisfy our  commercial  requirements  for
approximately the next four years based upon current sales levels.

PATENT INFRINGEMENT LITIGATION SETTLED

     On September 29, 2004, we announced the settlement of a patent infringement
suit  against us and C.R.  Bard Inc.  for an  agreed-upon  payment,  without any
admission of fault or  liability.  Immunomedics  filed suit on February 17, 2000
against us and Bard, alleging that use of our ProstaScint product infringed U.S.
Patent No. 4,460,559, which claims a method for detecting and localizing tumors.
The settlement with Immunomedics is on behalf of Cytogen and Bard.

ADVANCED MAGNETICS SUBMITS COMPLETE RESPONSE TO APPROVABLE LETTER FOR COMBIDEX

     On October 19, 2004, we jointly  announced  with Advanced  Magnetics,  Inc.
that  Advanced  Magnetics has  submitted a complete  response to the  approvable
letter received from the FDA for Combidex,  Advanced Magnetics'  investigational
molecular  imaging  agent,  to which we have exclusive  United States  marketing
rights.  The September 30, 2004  submission was accepted and assigned a user fee
goal date of March 30, 2005.

                                      -33-
<PAGE>


ITEM 6.   EXHIBITS.


          Exhibit No.           Description
          -----------           -----------

             4.1                Agreement  for  Substitution  and  Amendment  of
                                Rights Agreement  by and between the Company and
                                American  Stock Transfer & Trust  Company  dated
                                as of September 1, 2004. Filed as an exhibit  to
                                the Company's Current Report on Form 8-K,  filed
                                with the  Commission  on September 2, 2004.

            10.1*               Manufacturing Agreement dated September 10, 2004
                                by and between the Company and Laureate  Pharma,
                                L.P.  Filed  as  an  exhibit  to  the  Company's
                                Current  Report  on  Form 8-K,  filed  with  the
                                Commission on September 14, 2004.

            14.1                Code of  Business Conduct  and Ethics of Cytogen
                                Corporation,  as amended. Filed herewith.

            31.1                Certification  of  President and Chief Executive
                                Officer pursuant to Section 302 of the Sarbanes-
                                Oxley Act of 2002. Filed herewith.

            31.2                Certification of Senior Vice President and Chief
                                Financial Officer pursuant to Section 302 of the
                                Sarbanes-Oxley Act of 2002. Filed herewith.

            32.1                Certification of President  and Chief  Executive
                                Officer  pursuant  to 18  U.S.C. Section   1350.
                                Filed herewith.

            32.2                Certification   of  Senior  Vice  President  and
                                Chief  Financial   Officer pursuant to 18 U.S.C.
                                Section 1350.  Filed herewith.

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


                                      -34-
<PAGE>


                                   SIGNATURES

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


                                 CYTOGEN CORPORATION





Date: November 9, 2004           By: /s/ Michael D. Becker
                                    --------------------------------------------
                                    Michael D. Becker
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: November 9, 2004           By: /s/ Christopher P. Schnittker
                                    --------------------------------------------
                                    Christopher P. Schnittker
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                      -35-