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

                                    FORM 10-Q

         (Mark One)

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

For the quarterly period ended March 31, 2005
                               --------------

                                       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 May 2, 2005
----------------------------                          --------------------------
Common Stock, $.01 par value                                  15,521,929



<PAGE>


                               CYTOGEN CORPORATION

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

                                                                            Page
                                                                            ----

PART I.  FINANCIAL INFORMATION..........................................      1

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

             Consolidated Balance Sheets as of March 31, 2005 and
                December 31, 2004.......................................      2

             Consolidated Statements of Operations for the Three
                Months Ended March 31, 2005 and 2004....................      3

             Consolidated Statements of Cash Flows for the Three
                Months Ended March 31, 2005 and 2004....................      4

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

     Item 2. Management's Discussion and Analysis of Financial Condition
                and Results of Operations...............................     12

     Item 3. Quantitative and Qualitative Disclosures About Market
                Risk....................................................     23

     Item 4. Controls and Procedures....................................     23

PART II. OTHER INFORMATION..............................................     24

     Item 6. Exhibits...................................................     24

SIGNATURES..............................................................     25



     ProstaScint(R),  Quadramet(R) and OncoScint(R) are registered United States
trademarks  of  Cytogen  Corporation.  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>

                                                                             MARCH 31,     DECEMBER 31,
                                                                               2005            2004
                                                                           ------------    ------------
<S>                                                                           <C>             <C>
ASSETS:
Current assets:
   Cash and cash equivalents ...........................................    $  16,653       $  13,046
   Short-term investments ..............................................        9,701          22,779
   Accounts receivable, net ............................................        1,801           1,406
   Inventories .........................................................        4,255           3,623
   Prepaid expenses ....................................................        1,027           1,242
   Other current assets ................................................          130             258
                                                                            ---------       ---------

     Total current assets ..............................................       33,567          42,354

Property and equipment, net ............................................          851             787
Quadramet license fee, net .............................................        6,850           7,024
Other assets ...........................................................          317             248
                                                                            ---------       ---------

                                                                            $  41,585       $  50,413
                                                                            =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
   Current portion of long-term liabilities ............................        2,296           2,296
   Liability related to joint venture ..................................          394             396
   Accounts payable and accrued liabilities ............................        5,159           7,644
                                                                            ---------       ---------

     Total current liabilities .........................................        7,849          10,336
                                                                            ---------       ---------

Long-term liabilities ..................................................           42              47
                                                                            ---------       ---------

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, 15,521,229 and 15,489,116 shares issued
      and outstanding at March 31, 2005 and December
      31, 2004, respectively ...........................................          155             155
   Additional paid-in capital ..........................................      426,341         426,153
   Accumulated other comprehensive income ..............................           69              --
   Accumulated deficit .................................................     (392,871)       (386,278)
                                                                            ---------       ---------

     Total stockholders' equity ........................................       33,694          40,030
                                                                            ---------       ---------

                                                                            $  41,585       $  50,413
                                                                            =========       =========
</TABLE>
                   The accompany 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 ENDED MARCH 31,
                                                                    --------------------------------
                                                                        2005                2004
                                                                    ------------        ------------
<S>                                                                   <C>                <C>
REVENUES:
  Product revenue:
    Quadramet .....................................................   $  2,054            $  1,854
    ProstaScint ...................................................      1,899               1,727
    Other .........................................................         --                   1
                                                                      --------            --------
       Total product revenue ......................................      3,953               3,582

  License and contract revenue ....................................         41                  19
                                                                      --------            --------

       Total revenues .............................................      3,994               3,601
                                                                      --------            --------

OPERATING EXPENSES:
  Cost of product revenue .........................................      2,427               2,399
  Selling, general and administrative .............................      7,024               3,891
  Research and development ........................................        739                 804
  Equity in loss of joint venture .................................        498                 809
                                                                      --------            --------

       Total operating expenses ...................................     10,688               7,903
                                                                      --------            --------

       Operating loss .............................................     (6,694)             (4,302)

INTEREST INCOME ...................................................        143                  64
INTEREST EXPENSE ..................................................        (42)                (44)
                                                                      --------            --------

NET LOSS ..........................................................   $ (6,593)           $ (4,282)
                                                                      ========            ========

BASIC AND DILUTED NET LOSS PER SHARE ..............................   $  (0.43)           $  (0.33)
                                                                      ========            ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ........................     15,513              12,860
                                                                      ========            ========

</TABLE>

                   The accompany 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>

                                                                 THREE MONTHS ENDED MARCH 31,
                                                                 ----------------------------
                                                                    2005               2004
                                                                 ----------        ----------

<S>                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ..................................................      $ (6,593)         $ (4,282)
Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation and amortization ........................           243               265
     Stock-based compensation expenses ....................            --                11
     Decrease in provision for doubtful accounts ..........           (62)               --
     Amortization of premiums (discounts) on
      investments .........................................            43               (50)
     Deferred rent ........................................            26                 3
     Loss on disposition of assets ........................            --                 3
     Changes in assets and liabilities:
      Receivables .........................................          (333)              188
      Inventories .........................................          (629)              312
      Other assets ........................................           343              (394)
      Liability related to joint venture ..................            (2)               --
      Accounts payable and accrued liabilities ............        (2,511)           (1,229)
                                                                 --------          --------

   Net cash used in operating activities ..................        (9,475)           (5,173)
                                                                 --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of short-term investments ......................        13,035                --
Purchases of property and equipment .......................          (136)              (77)
                                                                 --------          --------

   Net cash provided by (used in) investing activities ....        12,899               (77)
                                                                 --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ....................           188                 9
Payment of long-term liabilities ..........................            (5)              (38)
                                                                 --------          --------

   Net cash provided by (used in) financing activities ....           183               (29)
                                                                 --------          --------

Net increase (decrease) in cash and cash equivalents ......         3,607            (5,279)

Cash and cash equivalents, beginning of period ............        13,046            13,630
                                                                 --------          --------

Cash and cash equivalents, end of period ..................      $ 16,653          $  8,351
                                                                 ========          ========

Supplemental disclosure of non-cash information:
Capital lease of equipment ................................      $     --          $     74
                                                                 ========          ========

Supplemental disclosure of cash information:
Cash paid for interest ....................................      $      2          $      5
                                                                 ========          ========
</TABLE>

                   The accompany 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.  The Company's  marketed  products  include  QUADRAMET(R)  (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  applications,  and the exclusive  right to market and
sell  ferumoxtol  (formerly Code 7228) for oncology  applications  in the United
States.  On March 3, 2005, the FDA's Oncologic Drugs Advisory  Committee  (ODAC)
voted to not recommend  approval of the proposed broad  indication for COMBIDEX.
On March 24, 2005,  Advanced  Magnetics,  Inc.  informed  Cytogen that  Advanced
Magnetics  received an approvable  letter from the FDA for Combidex,  subject to
certain conditions.

     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 NMP22  BLADDERCHEK,  BRACHYSEED
and ONCOSCINT,  that the Company previously believed would generate  significant
revenues. The Company's products are subject to significant regulatory review by
the FDA and other federal and state agencies,  which requires  significant  time
and expenditures in seeking,  maintaining and expanding  product  approvals.  In
addition,  the Company relies on collaborative partners to a significant degree,
among other things, to manufacture its products, to secure raw materials, and to
provide  licensing rights to their  proprietary  technologies for the Company to
sell and market to others.  The Company is also subject to credit  concentration
risks as a limited  number of its customers  provide a high  percentage of total
revenues and corresponding receivables.

     The Company has  incurred  negative  cash flows from  operations  since its
inception, and has expended, and expects to continue to expend substantial funds
to implement its planned product development efforts,  including  acquisition of
products and  complementary  technologies,  research and  development,  clinical
studies and regulatory  activities,  and to further the Company's  marketing and
sales programs.  The Company  expects that it will have additional  requirements
for  debt or  equity  capital,  irrespective  of  whether  or  when  it  reaches
profitability,  for further product  development  costs,  product and technology
acquisition costs and working capital.


                                      -5-
<PAGE>


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 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, as amended, filed with the
Securities and Exchange  Commission,  which includes financial  statements as of
and for  the  year  ended  December  31,  2004.  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 March 31, 2005 and  December 31, 2004 were $9.7
million and $22.8  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 and therefore has  classified  the  investments  as
held-to-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 using the
straight-line  method,  which approximates the effective yield method.  Dividend
and interest  income are recognized  when earned.  These  investments  mature at
various times through June 15, 2005.

     At March 31, 2005, the Company's  short term  investments  have  unrealized
losses of $10,000  and have been in a  continuous  loss  position  for less than
twelve months. Due to the short-term nature of these investments, the unrealized
losses  have  been  deemed  temporary  and not  recognized  in the  accompanying
consolidated financial statements.


                                      -6-
<PAGE>


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):

                                        MARCH 31, 2005       DECEMBER 31, 2004
                                      ------------------   ---------------------
   Raw materials.....................   $        425           $         427
   Work-in-process...................          3,302                   2,345
   Finished goods....................            528                     851
                                        ------------           -------------
                                        $      4,255           $       3,623
                                        ============           =============

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  month  periods  ended  March 31,  2005 and 2004  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

     The Company  follows  the  revised  Financial  Accounting  Standards  Board
("FASB") Interpretation No. 46 ("FIN 46R"),  "Consolidation of Variable Interest
Entities",  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.

     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).  Cytogen  accounts  for the Joint
Venture  using the equity method of  accounting.  The Company 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

                                      -7-
<PAGE>


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):


<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                            ----------------------------------

   <S>                                                         <C>                 <C>
                                                                  2005                 2004
                                                                 -------             -------
   Net loss, as reported................................... $    (6,593)        $    (4,282)
     Add: Stock-based employee compensation expense
       included in reported net loss ......................         --                   11
     Deduct: Total stock-based employee compensation
       expense determined under fair value-based method
       for all awards......................................        (563)               (233)
                                                            -------------       -------------
   Pro forma net loss...................................... $    (7,156)        $    (4,504)
                                                            =============       =============
   Basic and diluted net loss per
       share, as reported.................................. $     (0.43)        $     (0.33)
                                                            =============       =============
   Pro forma basic and diluted net
       loss per share...................................... $     (0.46)        $     (0.35)
                                                            =============       =============
</TABLE>


OTHER COMPREHENSIVE INCOME

     Other  comprehensive  income  consisted  of an  unrealized  holding gain on
marketable  securities.  For the three  months  ended March 31,  2005,  the fair
market value of those securities  increased from $0 to $69,000, and as a result,
the comprehensive loss for the three months ended March 31, 2005 was $6,524,000.
There was no other comprehensive income or loss in the first quarter of 2004.

RECENT ACCOUNTING PRONOUNCEMENTS

Abnormal Inventory Costs

     In  November  2004,  the FASB issued SFAS No.  151,  "Inventory  Costs,  an
amendment of ARB No. 43,  Chapter 4" ("SFAS No. 151"),  to clarify that abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage)  should be  recognized  as  current  period  charges,  and that fixed
production  overheads  should be  allocated  to  inventory  based on the  normal
capacity of  production  facilities.  This  statement is effective for inventory
costs incurred during fiscal years  beginning after June 15, 2005.  Accordingly,
the  Company  will adopt SFAS No. 151 in its fiscal  year  beginning  January 1,
2006.  The  Company is  currently  in the  process of  evaluating  the impact of
adopting this statement.

Share-Based Payment

     In December 2004, the FASB issued SFAS No. 123(R),  "Share-Based  Payment",
which revised SFAS No. 123 and  superseded APB Opinion No. 25,  "Accounting  for
Stock Issued to Employees."  SFAS No. 123(R)  requires that companies  recognize
compensation  expense  associated  with grants of stock options and other equity
instruments to employees in the financial  statements  effective as of the first
interim or annual  reporting  period that begins after June 15,  2005.  In April
2005,  the SEC  announced  the  adoption  of a new rule  allowing  companies  to

                                      -8-
<PAGE>


implement SFAS No. 123(R) at the beginning of their next fiscal year that begins
after June 15, 2005.  Compensation cost will be measured based on the fair value
of the  instrument  on the grant date and will be  recognized  over the  vesting
period. This pronouncement applies to all grants after the effective date and to
the unvested portion of stock options outstanding as of the effective date. SFAS
No. 123(R)  eliminates  the ability to account for such  transactions  using the
intrinsic  method  currently used by the Company.  SFAS No. 123(R) also requires
that  companies  recognize  compensation  expense  associated  with purchases of
shares of common stock by employees at a discount to market value under employee
stock purchase plans that meet certain criteria.  Accordingly,  the Company will
adopt SFAS No.  123(R) in the fiscal year  beginning  January 1, 2006.  Although
management  has not yet  determined the impact of the adoption of this standard,
it 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.

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"),  a development  stage
enterprise. The Joint Venture is currently developing antibody-based and vaccine
immunotherapeutic  products utilizing Cytogen's proprietary PSMA technology. 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  for the three months ended March
31, 2005 and 2004. As of May 10, 2005, the Company and Progenics are negotiating
the work plan and annual budget for 2005 for the Joint  Venture.  In the absence
of an  agreement by the  Members,  funding from the Members  could be reduced or
eliminated and the Joint Venture's research and development programs, as well as
all other operations, could be halted. The report of the independent auditors on
the financial  statements of the Joint Venture  included in the Company's Annual
Report on Form 10-K, as amended, for the year ended December 31, 2004 filed with
the Securities and Exchange Commission, contained an explanatory paragraph which
states that the Joint Venture has suffered  recurring losses from operations and
has a net capital  deficiency that raises substantial doubt about its ability to
continue as a going  concern,  and that its financial  statements do not include
any  adjustments  that might  result from the outcome of that  uncertainty.  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.  Subsequent to that date,  the Members made a commitment and have the
intent and  ability to each fund  one-half  of the  shortfall  between the Joint
Venture's  cash and  liabilities  of  $846,000 as of March 31,  2005.  The Joint
Venture  may 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.

     For the three  months  ended  March 31, 2005 and 2004,  Cytogen  recognized
$498,000 and $809,000,  respectively, of the Joint Venture's losses. As of March
31, 2005 and December 31, 2004,  Cytogen's  cumulative  share of losses exceeded
its investment in the Joint Venture

                                      -9-
<PAGE>


resulting  in a  liability  to the  Joint  Venture  of  $394,000  and  $396,000,
respectively,  as  reported  in  Liability  related  to  Joint  Venture  in  the
accompanying  consolidated  balance sheets.  In January 2005, the members made a
capital  contribution of $500,000 each to the Joint Venture.  Selected financial
statement  information  of the Joint  Venture  is as  follows  (all  amounts  in
thousands):

BALANCE SHEET DATA:

<TABLE>
<CAPTION>

                                                                                   MARCH 31,           DECEMBER 31,
                                                                                     2005                  2004
                                                                               ----------------      ----------------

                                   ASSETS:
<S>                                                                            <C>                 <C>
Cash.........................................................................  $         644         $         --
Prepaid expenses.............................................................             40                   12
Accounts receivable from Progenics Pharmaceuticals, Inc.,
    a related party..........................................................             --                   --
                                                                               ----------------      ----------------
                                                                               $         684         $         12
                                                                               ================      ================


                      LIABILITIES AND MEMBERS' DEFICIT:

Accounts payable to Cytogen Corporation, a related party.....................  $          53         $          4
Accounts payable to Progenics Pharmaceuticals, Inc.,
    a related party..........................................................            744                  189
Accounts payable and accrued expenses........................................            693                  629
                                                                               ----------------      ----------------
         Total liabilities...................................................          1,490                  822
                                                                               ----------------      ----------------
Capital contributions........................................................         24,298               23,298
Deficit accumulated during the development stage.............................        (25,104)             (24,108)
                                                                               ----------------      ----------------
         Total members' deficit..............................................           (806)                (810)
                                                                               ----------------      ----------------
         Total liabilities and members' deficit..............................  $         684         $         12
                                                                               ================      ================
</TABLE>

<TABLE>
<CAPTION>

INCOME STATEMENT DATA:

                                                   THREE
                                                MONTHS ENDED                      FOR THE PERIOD
                                                  MARCH  31,                    FROM JUNE 15, 1999
                                           -----------------------               (INCEPTION) TO
                                              2005          2004                  MARCH 31, 2005
                                           --------     ----------             --------------------
<S>                                        <C>          <C>                       <C>

Interest income..............              $      1     $       3                 $       242
Total expenses...............                   997         1,621                      25,346
                                           --------     ---------                 -----------

Net loss.....................              $   (996)    $  (1,618)                $   (25,104)
                                           ========     =========                 ===========
</TABLE>


3. BRISTOL-MYERS SQUIBB MEDICAL IMAGING, INC.

     Effective January 1, 2004, the Company entered into a new manufacturing and
supply  agreement with  Bristol-Myers  Squibb Medical Imaging,  Inc.  ("BMSMI"),
whereby BMSMI will  manufacture,  distribute  and provide order  processing  and
customer  service for  Cytogen  relating  to  Quadramet.  Under the terms of the
agreement,  Cytogen is obligated to pay at least $4.2 million annually,  subject
to future annual price  adjustment,  through 2008, unless terminated by BMSMI or
Cytogen on two years prior written  notice.  This agreement  will  automatically
renew

                                      -10-
<PAGE>


for five successive  one-year  periods unless  terminated by BMSMI or Cytogen on
two years prior written notice.  During each of the three months ended March 31,
2005 and  2004,  Cytogen  incurred  $1.1  million  of  manufacturing  costs  for
Quadramet, all of which is included in cost of product revenue. The Company also
pays BMSMI a variable  amount per month for each Quadramet order placed to cover
the  costs of  customer  service  which is  included  in  selling,  general  and
administrative expenses.

     The two primary  components of  Quadramet,  particularly  Samarium-153  and
EDTMP, are provided to BMSMI by outside  suppliers.  BMSMI obtains its supply of
Samarium-153  from a sole  supplier,  and  EDTMP  from  another  sole  supplier.
Alternative  sources for these components may not be readily available,  and any
alternate  suppliers  would have to be identified and qualified,  subject to all
applicable regulatory  guidelines.  If BMSMI cannot obtain sufficient quantities
of these components on commercially  reasonable terms, or in a timely manner, it
would be unable to manufacture Quadramet on a timely and cost-effective basis.

4. 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 and its primary raw materials for Cytogen in Laureate's
Princeton, New Jersey facility. Laureate is the sole manufacturer of ProstaScint
and its antibodies.  The agreement will  terminate,  unless  terminated  earlier
pursuant to its terms,  upon Laureate's  completion of the specified  production
campaign for ProstaScint and shipment of the resulting  products from Laureate's
facility.  Under the terms of the agreement,  the Company is obligated to pay at
least an aggregate of $5.1 million through 2006.  Approximately $3.0 million has
been incurred  under this  agreement  through March 31, 2005, and is recorded as
inventory  in the  accompanying  balance  sheet as of March  31,  2005.  Of this
amount, approximately $700,000 was recorded during the first quarter of 2005.

5. LITIGATION

     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 current  matters would not have a material  effect on the
Company's financial condition, results of operations or liquidity.


                                      -11-
<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,  the
impact  of SFAS No.  123(R),  additional  funding  and  development  of the PSMA
technologies,  growth and market  penetration  for  Quadramet  and  ProstaScint,
revenues, if any, 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,  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  under  the  caption
"Additional Factors That May Affect Future Results" in our Annual Report on Form
10-K for the year ended  December  31,  2004,  as  amended,  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, 2004, as amended,  and from time to time in our other filings
with the Securities and Exchange Commission.

                                      -12-
<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.  Our marketed  products  include
Quadramet(R) (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  applications,  and the exclusive  right to market and
sell  ferumoxytol  (formerly Code 7228) for oncology  applications in the United
States. 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 2005

FDA  Committee Votes Not  to Recommend Approval of Proposed Broad Indication for
Combidex

     On March 3, 2005, the FDA's Oncologic Drugs Advisory Committee voted to not
recommend approval of the proposed broad indication for Combidex.

Advanced Magnetics Receives Approvable Letter for Combidex

     On March  24,  2005,  we  announced  that  Advanced  Magnetics,  Inc.,  the
developer of Combidex(R) which is exclusively  licensed to Cytogen for marketing
in the United States,  had informed Cytogen that Advanced  Magnetics received an
approvable letter from the FDA for Combidex, subject to certain conditions.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2005 AND 2004

REVENUES

<TABLE>
<CAPTION>

                                                                                                INCREASE/(DECREASE)
                                                                                                -------------------
                                                             2005            2004                  $           %
                                                             ----            ----               -------   ---------
                                                               (ALL AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                                                       <C>            <C>                    <C>           <C>
Quadramet............................................     $  2,054       $    1,854             $   200       11%
ProstaScint..........................................        1,899            1,727                 172       10%
NMP22 BladderChek
   (ceased December 2004)............................           --                1                  (1)   (100)%
License and Contract.................................           41               19                  22      116%
                                                          --------       ----------             -------
                                                          $  3,994       $    3,601             $   393       11%
                                                          ========       ==========             =======
</TABLE>

     Total revenues for the first quarter of 2005 were $4.0 million  compared to
$3.6 million for the same period in 2004.  Product revenues accounted for 99% of
total revenues for the first


                                      -13-
<PAGE>

quarters of each of 2005 and 2004.  License and contract revenues  accounted for
the remainder of revenues.

     QUADRAMET. Quadramet sales were $2.1 million for the first quarter of 2005,
compared to $1.9 million in the first quarter of 2004. Quadramet sales accounted
for 52% of product  revenues for the first quarters of each of 2005 and 2004. We
believe such increase was due, in part, to increased demand  associated with our
focused marketing  programs.  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 $1.9 million for the first quarter of
2005,  compared to $1.7 million in the first quarter of 2004.  ProstaScint sales
accounted for 48% of product revenues for the first quarters of each of 2005 and
2004.  We  believe  that  such  increase  in  ProstaScint  sales  is  due to the
implementation of a price increase for ProstaScint in late June 2004,  increased
demand  associated  with  our  focused  marketing  programs  and  our  continued
identification  of new  distribution  channels  to better  accommodate  customer
needs.  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
first quarter of 2005 compared to $1,000 in the first quarter of 2004. Effective
December 31, 2004, we stopped promoting NMP22 BladderChek.

     LICENSE AND CONTRACT  REVENUES.  License and contract revenues were $41,000
and $19,000 for the first  quarters of 2005 and 2004,  respectively.  During the
first quarter of 2005, we recognized  $41,000 of contract  revenues  compared to
$12,000  in the first  quarter  of 2004 for  limited  research  and  development
services  provided by us to the PSMA Development  Company LLC, our joint venture
with  Progenics  Pharmaceuticals,  Inc.  The  level of future  revenues  for the
remainder of 2005, 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.

                                      -14-
<PAGE>


OPERATING EXPENSES

<TABLE>
<CAPTION>

                                                                                             INCREASE/(DECREASE)
                                                                                         ---------------------------
                                                        2005              2004                $                %
                                                        ----              ----           -----------      ----------
                                                           (ALL AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                                                   <C>               <C>               <C>                  <C>
    Cost of product revenue......................     $  2,427          $  2,399          $      28            1%
    Selling, general and administrative..........        7,024             3,891              3,133           81%
    Research and development.....................          739               804                (65)         (8)%
    Equity in loss of joint venture..............          498               809               (311)        (38)%
                                                      --------          --------          ---------           35%
                                                      $ 10,688          $  7,903          $   2,785
                                                      ========          ========          =========
</TABLE>

     Total  operating  expenses for the first quarter of 2005 were $10.7 million
compared to $7.9 million in the same quarter of 2004.

     COST OF  PRODUCT  REVENUE.  Cost of product  revenue  for each of the first
quarters of 2005 and 2004 was $2.4 million and primarily reflects  manufacturing
costs for  ProstaScint  and  Quadramet,  royalties  on our sales of products and
amortization  of the up-front  payment to Berlex  Laboratories  to reacquire the
marketing rights to Quadramet in 2003.

     SELLING,  GENERAL AND ADMINISTRATIVE.  Selling,  general and administrative
expenses  for the  first  quarter  of 2005 were $7.0  million  compared  to $3.9
million in the same period of 2004.  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,  certain pre-launch costs
associated with Combidex,  and increased professional fees relating to the audit
of management's  assessment of and the effective  operation of internal controls
over financial reporting.  As of March 31, 2005, we employed 59 persons in sales
and marketing. The employees in sales and marketing included 9 Clinical Oncology
Specialists and 42 Regional  Managers,  Professional  Oncology  Representatives,
Senior  Professional  Oncology  Representatives and Senior and Corporate Account
Managers.  In comparison,  36 persons were employed in sales and marketing as of
March 1, 2004.

     RESEARCH AND DEVELOPMENT.  Research and development  expenses for the first
quarter of 2005 were  $739,000  compared to $804,000 in the same period of 2004.
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  closure  of our  AxCell  Biosciences  facility  in the fourth
quarter  of 2004.  During  the first  quarter  of 2005,  we  incurred  $6,000 in
expenses relating to AxCell's operations compared to $251,000 in the same period
of  2004.  Research  projects  through  academic,   governmental  and  corporate
collaborators  to be supported and additional  applications for the intellectual
property and technology at AxCell are being pursued.

     EQUITY  IN LOSS  OF  JOINT  VENTURE.  Our  share  of the  loss of the  PSMA
Development Company LLC, our joint venture with Progenics Pharmaceuticals, Inc.,
was  $498,000  and  $809,000  during  the  first  quarters  of  2005  and  2004,
respectively.  Such amounts  represented  50% of the joint  venture's  operating
losses. We equally share ownership and costs of the joint venture with Progenics
and account for the joint venture using the equity method of  accounting.  As of
May 10, 2005, we and Progenics are in the process of  negotiating  the work plan
and annual budget for 2005 for the joint venture.  We cannot give any assurances
that agreement will be

                                      -15-
<PAGE>


reached on such  matters in the near  future,  if at all.  In the  absence of an
agreement by the Progenics and us, funding from the members of the joint venture
could be reduced or eliminated and the joint venture's  research and development
programs,  as well as all  other  operations,  could be  halted.  In 2004,  $8.0
million of grants were awarded over four years from the National  Institutes  of
Health that will be used to develop novel  immunotherapies  for prostate  cancer
based upon PSMA. The failure of Cytogen and Progenics to reach  agreement on the
2005 annual work plan and budget for the joint  venture could  adversely  affect
the joint venture's  ability to access the NIH grants. We 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.
Subsequent to that date, we and Progenics  made a commitment and have the intent
and ability to each fund one-half of the joint venture's  shortfall between cash
and  liabilities of $846,000 as of March 31, 2005. We may incur  significant and
increasing costs in the future to fund our share of the development costs of 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 quarter of 2005 was
$143,000  compared to $64,000 in the same period of 2004.  The  increase in 2005
from the prior year period was due to a higher average yield on investments  and
higher average cash balances in 2005.  Interest expense for the first quarter of
2005 was  $42,000  compared  to  $44,000  in the same  period in 2004.  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 first quarter of 2005 was $6.6 million  compared
to $4.3 million reported in the first quarter of 2004. The basic and diluted net
loss per share for the first  quarter  of 2005 was $0.43  based on 15.5  million
weighted average common shares outstanding,  compared to a basic and diluted net
loss per share of $0.33 based on 12.9 million  weighted  average  common  shares
outstanding for the same period in 2004.

                                      -16-
<PAGE>


COMMITMENTS

     We have entered into various  contractual and commercial  commitments.  The
following table summarizes our obligations with respect to theses commitments as
of March 31, 2005:

<TABLE>
<CAPTION>

                                                       LESS
                                                       THAN        1 TO 3        4 TO 5     MORE THAN
                                                      1 YEAR       YEARS         YEARS       5 YEARS        TOTAL
                                                     --------    --------      ---------   -----------  -----------
                                                                       (ALL AMOUNTS IN THOUSANDS)
<S>           <C>                                    <C>         <C>           <C>         <C>             <C>
Long-term debt(1) .................................  $ 2,380     $     --      $    --     $      --       $  2,380
Capital lease obligations..........................       16           42           --            --             58
Facility leases....................................      338          535           --            --            873
Research and development and
   other obligations...............................      342          164          151           607          1,264
Manufacturing contracts(2) ........................    5,493        5,473           --            --         10,966
Capital contribution to joint venture(3)...........      423           --           --            --            423
Minimum royalty payments(4)........................    1,000        2,000        2,000         3,583          8,583
                                                     -------     --------      -------     ---------       --------

      Total........................................  $ 9,992     $  8,214      $ 2,151     $   4,190       $ 24,547
                                                     =======     ========      =======     =========       ========
</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  semiannually,  however,  such interest was
          not payable in cash but was added to the principal of the note through
          August 2000. For subsequent periods,  interest is payable in cash. The
          note contains certain non-financial  covenants,  with which we were in
          compliance as of March 31, 2005.

     (2)  Effective  January 1, 2004,  we entered into a new  manufacturing  and
          supply agreement with BMSMI for QUADRAMET whereby BMSMI  manufactures,
          distributes and provides order processing and customer services for us
          relating  to  QUADRAMET.  Under  the  terms of our  agreement,  we are
          obligated  to pay at least $4.2  million  annually,  subject to future
          annual price  adjustment,  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 March 31, 2007.

          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  will  terminate,   unless  earlier
          terminated  pursuant to its terms,  upon Laureate's  completion of the
          production  campaign for  PROSTASCINT  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, of which  approximately  $3.0 million was incurred through March
          31,  2005.  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)  As of May 10, 2005, we and Progenics are in the process of negotiating
          the work plan and  annual  budget for 2005 for the joint  venture.  We
          cannot  give any  assurances  that  agreement  will be reached on such
          matters in the near future,  if at all.  Cytogen and Progenics  made a
          commitment  and have the intent and  ability to each fund  one-half of
          the shortfall  between the joint  venture's  cash and  liabilities  of
          $846,000 as of March 31, 2005. 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  be sure  that any  further
          agreements  between us and  Progenics  will be reached  regarding  the
          joint venture.  In the event we reach  agreement with Progenics on the
          work plan and annual budget for 2005 for the joint  venture,  we would
          expect to incur  additional  commitments for capital  contributions to
          the joint venture in 2005. If no agreement is reached

                                      -17-
<PAGE>

          with  Progenics,  we also may have  commitments  for certain wind down
          costs under third party agreements with 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 2005 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:

<TABLE>
<CAPTION>
                                                                                2005
                                                                      --------------------------
                                                                      (ALL AMOUNTS IN THOUSANDS)
          <S>                                                               <C>
          Net loss................................................          $   (6,593)
          Adjustments to reconcile net loss to net cash
            used in operating activities..........................              (2,882)
                                                                            ----------
          Net cash used in operating activities...................              (9,475)
          Net cash provided by investing activities...............              12,899
          Net cash provided by financing activities...............                 183
                                                                            ----------
          Net increase in cash and cash equivalents...............          $    3,607
                                                                            ==========
</TABLE>

OVERVIEW

     Our cash and cash  equivalents  were $16.7  million  as of March 31,  2005,
compared to $13.0  million as of December  31, 2004.  As of March 31, 2005,  our
total cash,  cash  equivalents  and  short-term  investments  was $26.4  million
compared to $35.8  million as of December 31, 2004.  The decrease in cash,  cash
equivalents  and short term  investments  from the December 31, 2004 balance was
primarily  due  to the  build-up  of  ProstaScint  inventory  and  to  increased
operating  expenditures  in 2005,  including  costs to promote  and  support our
oncology  products  and to expand our  internal  sales  force.  During the three
months ended March 31, 2005 and 2004, net cash used for operating activities was
$9.5  million  and $5.2  million,  respectively.  In 2005,  we expect  operating
expenditures to increase over 2004 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 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

                                      -18-
<PAGE>

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, debt or other securities
as market conditions permit or enter into credit facilities.

OTHER LIQUIDITY EVENTS

     In September 2004, we entered into a non-exclusive  manufacturing agreement
with  Laureate  Pharma,   L.P.  pursuant  to  which  Laureate  is  manufacturing
ProstaScint  for us in its Princeton,  New Jersey  facility.  Our agreement will
terminate,  unless  terminated  earlier  pursuant to its terms,  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.  Approximately  $3.0
million has been incurred  under this  agreement  through March 31, 2005, and is
recorded as inventory in the accompanying balance sheet as of March 31, 2005. Of
this amount,  approximately  $700,000 was recorded  during the first  quarter of
2005. 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 was
acquired by Safeguard  Scientifics,  Inc. Laureate has continued to operate as a
full service contract manufacturing organization and we have not experienced any
disruption in Laureate's performance of its obligations to produce ProstaScint.

     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,
subject to future annual price  adjustment,  through 2008,  unless terminated by
BMSMI or us on two years prior  written  notice.  During the three  months ended
March 31, 2005, we incurred $1.1 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 2005.

     Beginning  in  December  2001,  we began to equally  share the costs of the
joint  venture with  Progenics.  As of May 10, 2005, we and Progenics are in the
process of  negotiating  the work plan and annual  budget for 2005 for the joint
venture.  We cannot give any  assurances  that agreement will be reached on such
matters in the near future, if at all. Cytogen and Progenics each made a capital
contribution  of  $500,000  to the  joint  venture  in  January  2005,  for 2004
expenditures.  We 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.  Subsequent  to that  date,  we and
Progenics  made a  commitment  and have the  intent  and  ability  to each  fund
one-half of the shortfall  between the joint  venture's cash and  liabilities of
$846,000 as of March 31, 2005. 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

                                      -19-
<PAGE>


activities,    competitive   and   technological   developments,    and   market
opportunities.  If no  agreement  is reached  with  Progenics,  we also may have
commitments  for certain wind down costs under third party  agreements  with the
joint venture.

     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 2005 through 2012 and $833,000 in 2013.

     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 at least into early
2006. 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.

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,  2004,  as amended,
includes a summary of our significant accounting policies and

                                      -20-
<PAGE>

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  revenues  include  product sales by us to our  customers.  Product
sales are  recognized  when the  customer  takes  ownership  of the products and
assumes  risk of  loss,  collection  of the  relevant  receivable  is  probable,
persuasive  evidence  of an  agreement  exists and the sales  price is fixed and
determinable.  Product returns are accepted under limited  circumstances and are
estimated  based upon historical  experience.  We may provide rebates and volume
discounts to our  customers  from time to time.  Such rebates and  discounts are
recorded as a reduction of product sales when earned by the customer.

     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"  ("SAB
104")  replaced  Staff  Accounting  Bulletin No. 101,  "Revenue  Recognition  In
Financial  Statements"  ("SAB  101"),  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  up-front  license fees and
recognize them over the estimated  performance  period of the related agreement,
when we have continuing  involvement.  Since the term of the performance periods
is subject to management's estimates,  future revenues to be recognized could be
affected by changes in such estimates.

ACCOUNTS RECEIVABLE

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

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

                                      -21-
<PAGE>

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.

RECENT ACCOUNTING PRONOUNCEMENTS

Abnormal Inventory Costs

     In  November  2004,  the FASB issued SFAS No.  151,  "Inventory  Costs,  an
amendment of ARB No. 43,  Chapter 4" ("SFAS No. 151"),  to clarify that abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage)  should be  recognized  as  current  period  charges,  and that fixed
production  overheads  should be  allocated  to  inventory  based on the  normal
capacity of  production  facilities.  This  statement is effective for inventory
costs incurred during fiscal years  beginning after June 15, 2005.  Accordingly,
we will adopt SFAS No. 151 in our fiscal year beginning  January 1, 2006. We are
currently in the process of evaluating the impact of adopting this statement.

SHARE-BASED PAYMENT

     In December 2004, the FASB issued SFAS No. 123(R),  "Share-Based  Payment",
which revised SFAS No. 123 and  superseded APB Opinion No. 25,  "Accounting  for
Stock Issued to Employees."  SFAS No. 123(R)  requires that companies  recognize
compensation  expense  associated  with grants of stock options and other equity
instruments to employees in the financial  statements  effective as of the first
interim or annual  reporting  period that begins after June 15,  2005.  In April
2005,  the SEC  announced  the  adoption  of a new rule  allowing  companies  to
implement SFAS No. 123(R) at the beginning of their next fiscal year that begins
after June 15, 2005.  Compensation cost will be measured based on the fair value
of the  instrument  on the grant date and will be  recognized  over the  vesting
period. This pronouncement applies to all grants after the effective date and to
the unvested portion of stock options outstanding as of the effective date. SFAS
No. 123(R)  eliminates  the ability to account for such  transactions  using the
intrinsic  method  currently  used by us.  SFAS No.  123(R) also  requires  that
companies recognize  compensation expense associated with purchases of shares of
common stock by employees  at a discount to market  value under  employee  stock
purchase plans that meet certain criteria.  Accordingly,  we will adopt SFAS No.
123(R) in the fiscal year beginning January 1, 2006.

                                      -22-
<PAGE>


Although  management  has not yet  determined the impact of the adoption of this
standard, it is expected to have a material effect on our consolidated financial
statements.

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.
Our  exposure  to  market  risk  is   principally   confined  to  interest  rate
sensitivity. Our cash equivalents and short-term investments are conservative in
nature, with a focus on preservation of capital. Due to the short-term nature of
our investments and our investment  policies and procedures,  we have determined
that the risks  associated  with  interest  rate  fluctuations  related to these
financial instruments are not material to our business. As of March 31, 2005, 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 any fixed interest
rate debt.

ITEM 4 - CONTROLS AND PROCEDURES

(a) 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 of  March  31,  2005.  The  term  "disclosure  controls  and
procedures,"  as defined in Rules  13a-15(e) and 15d-15(e)  under the Securities
Exchange Act of 1934,  means controls and other procedures of a company that are
designed to ensure that  information  required to be disclosed by the Company in
the reports that it files or submits under the  Securities  Exchange Act of 1934
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information  required to be  disclosed by a company in the reports that it files
or  submits  under  the  Securities  Exchange  Act of  1934 is  accumulated  and
communicated to the company's management,  including its principal executive and
principal financial officers, as appropriate to allow timely decisions regarding
required disclosure.  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 March 31,  2005,  our  disclosure  controls and
procedures were effective.

(2) Changes in Internal Control Over Financial Reporting

     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  as of  March  31,  2005  that  has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                      -23-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS.

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

          31.1        Certification  of President  and  Chief Executive  Officer
                      pursuant to Rule 13a-14(a)  or 15d-14(a) of the Securities
                      Exchange Act of 1934,  as adopted  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  Rule 13a-14(a)  or 15d-14(a) of  the
                      Securities  Exchange Act of 1934,  as adopted 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, as adopted pursuant to
                      Section  906  of  the  Sarbanes-Oxley  Act  of 2002. Filed
                      herewith.

          32.2        Certification of Senior Vice President and Chief Financial
                      Officer pursuant  to 18 U.S.C.  Section 1350,  as  adopted
                      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                      Filed herewith.

                                      -24-
<PAGE>


                                   SIGNATURES

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


                                 CYTOGEN CORPORATION




Date: May 10, 2005               By: /s/ Michael D. Becker
                                    --------------------------------------------
                                    Michael D. Becker
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 10, 2005               By: /s/ Christopher P. Schnittker
                                    --------------------------------------------
                                    Christopher P. Schnittker
                                    Senior Vice President and
                                       Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


                                      -25-