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 June 30, 2001
                                                 -------------

                                       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)

            600 College Road East, CN 5308, Princeton, NJ 08540-5308
            --------------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)

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

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

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

           Class                                   Outstanding at August 1, 2001
----------------------------                       -----------------------------
Common Stock, $.01 par value                                 79,358,957

<PAGE>

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

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

                                                                         June 30,    December 31,
                                                                           2001          2000
                                                                        ----------   ------------
ASSETS:
<S>                                                                     <C>           <C>
Current Assets:
    Cash and cash equivalents .......................................   $  18,713     $  11,993
    Receivable on income tax benefit sold ...........................          --         1,625
    Accounts receivable, net ........................................       2,211         1,841
    Inventories .....................................................       1,862           883
    Other current assets ............................................         820           377
                                                                        ---------     ---------

       Total current assets .........................................      23,606        16,719

Property and Equipment, net .........................................       1,916         2,193

Other Assets ........................................................       1,857         1,504
                                                                        ---------     ---------

                                                                        $  27,379     $  20,416
                                                                        =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
    Current portion of long-term debt ...............................   $     104     $     151
    Accounts payable and accrued liabilities ........................       5,809         7,218
    Deferred revenue ................................................         835           859
                                                                        ---------     ---------

         Total current liabilities ..................................       6,748         8,228
                                                                        ---------     ---------

Long-Term Debt ......................................................       2,313         2,374
                                                                        ---------     ---------

Deferred Revenue ....................................................       2,191         2,596
                                                                        ---------     ---------

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, 250,000,000 shares authorized,
       78,859,000 and 75,594,000 shares issued and outstanding
       at June 30, 2001 and December 31, 2000, respectively .........         789           756
    Additional paid-in capital ......................................     350,362       335,938
    Deferred compensation ...........................................        (704)         (895)
    Accumulated deficit .............................................    (334,320)     (328,581)
                                                                        ---------     ---------

       Total stockholders' equity ...................................      16,127         7,218
                                                                        ---------     ---------

                                                                        $  27,379     $  20,416
                                                                        =========     =========
</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                  Six Months
                                                       Ended June 30,               Ended June 30,
                                                    --------------------         --------------------
                                                      2001        2000             2001        2000
                                                    --------    --------         --------    --------
Revenues:
<S>                                                 <C>         <C>              <C>         <C>
  Product related:
    ProstaScint .................................   $  1,769    $  1,492         $  3,991    $  3,187
    Others ......................................        213         130              326         307
                                                    --------    --------         --------    --------
          Total product sales ...................      1,982       1,622            4,317       3,494

    Quadramet royalties .........................        595         508            1,036       1,006
                                                    --------    --------         --------    --------
          Total product related .................      2,577       2,130            5,353       4,500

  License and contract ..........................        257         305              472         578
                                                    --------    --------         --------    --------

          Total revenues ........................      2,834       2,435            5,825       5,078
                                                    --------    --------         --------    --------

Operating Expenses:
  Cost of product ...............................        622         981            1,774       1,911
  Research and development ......................      2,483       1,540            4,222       3,032
  Selling and marketing .........................      1,577       1,323            3,331       2,453
  General and administrative ....................      1,349       1,107            2,522       2,055
                                                    --------    --------         --------    --------

          Total operating expenses ..............      6,031       4,951           11,849       9,451
                                                    --------    --------         --------    --------

          Operating loss ........................     (3,197)     (2,516)          (6,024)     (4,373)

Interest income .................................        156         195              377         363
Interest expense ................................        (44)        (52)             (92)       (109)
                                                    --------    --------         --------    --------

          Loss before cumulative effect of
           accounting change ....................     (3,085)     (2,373)          (5,739)     (4,119)
Cumulative effect of accounting change ..........         --          --               --      (4,314)
                                                    --------    --------         --------    --------

Net loss ........................................   $ (3,085)   $ (2,373)        $ (5,739)   $ (8,433)
                                                    ========    ========         ========    ========

Net loss per share:
  Basic and diluted net loss before cumulative
   effect of accounting change ..................   $  (0.04)   $  (0.03)        $  (0.07)   $  (0.06)
  Cumulative effect of accounting change ........         --          --               --       (0.06)
                                                    --------    --------         --------    --------
  Basic and diluted net loss ....................   $  (0.04)   $  (0.03)        $  (0.07)   $  (0.12)
                                                    ========    ========         ========    ========

Weighted average common shares outstanding ......     77,444      72,779           76,836      72,130
                                                    ========    ========         ========    ========
</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>


                                                                            Six Months Ended June 30,
                                                                            -------------------------
                                                                               2001            2000
                                                                            ---------       ---------
<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ................................................................   $ (5,739)       $ (8,433)
                                                                            --------        --------
Adjustments to reconcile net loss to net cash used in
     operating activities:
        Depreciation and amortization ...................................        580             472
        Imputed interest ................................................        (22)            (29)
        Stock based compensation ........................................        257             201
        Amortization of deferred revenue ................................       (430)           (430)
        Cumulative effect of accounting change ..........................         --           4,314
        Gain on sale of equipment .......................................         --            (148)
        Changes in assets and liabilites:
           Accounts receivable, net .....................................       (348)           (190)
           Inventories ..................................................       (979)           (125)
           Other assets .................................................        830            (818)
           Accounts payable and accrued liabilities .....................     (1,219)           (121)
           Other liabilities ............................................       --                77
                                                                            --------        --------

                    Total adjustments ...................................     (1,331)          3,203
                                                                            --------        --------

        Net cash used in operating activities ...........................     (7,070)         (5,230)
                                                                            --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of equipment .....................................         --             148
Purchases of property and equipment .....................................       (303)           (597)
                                                                            --------        --------

        Net cash used in investing activities ...........................       (303)           (449)
                                                                            --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock ......................................     14,201           3,759
Redemption of short-term investments ....................................         --           1,593
Payment of long-term liabilities ........................................       (108)            (11)
                                                                            --------        --------

            Net cash provided by financing activities ...................     14,093           5,341
                                                                            --------        --------

Net increase (decrease) in cash and cash equivalents ....................      6,720            (338)

Cash and cash equivalents, beginning of period ..........................     11,993          10,801
                                                                            --------        --------

Cash and cash equivalents, end of period ................................   $ 18,713        $ 10,463
                                                                            ========        ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                  4
<PAGE>
18

                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

     Cytogen  Corporation  ("Cytogen" or the  "Company") is a  biopharmaceutical
company with an  established  and growing  product  line in prostate  cancer and
other  areas of  oncology,  and a  leadership  position in  proteomics  research
designed to accelerate drug discovery and development. In oncology, FDA-approved
products include ProstaScint(R) (a monoclonal  antibody-based imaging agent used
to image the extent and spread of prostate  cancer);  BrachySeed(TM) (a uniquely
designed next-generation radioactive seed implant for the treatment of localized
prostate  cancer),  Quadramet(R) (a therapeutic agent marketed for the relief of
bone pain in  prostate  and other types of cancer),  and  OncoScint  CR/OV(R) (a
monoclonal  antibody-based  imaging agent for  colorectal  and ovarian  cancer).
Cytogen is evolving a pipeline of oncology product  candidates by exploiting its
prostate specific membrane antigen, or PSMA, technologies, which are exclusively
licensed from Memorial Sloan-Kettering Cancer Center. In addition, Cytogen plans
to use AxCell's proteomics technology to research and develop novel drug targets
independently or via collaborative ventures.

     AxCell Biosciences, a subsidiary of Cytogen Corporation, is a leader in the
effort to chart protein  signaling  pathways in the human proteome as a means of
discovering new drug targets. In conjunction with InforMax, AxCell is developing
a  proprietary  protein  pathway  database,  ProChart(TM),  as a  discovery  and
development  tool  for  subscribers  in the  pharmaceutical,  biotechnology  and
agricultural  industries.  AxCell is also seeking to develop  alliances  for the
development  of custom protein  pathway  information  utilizing its  proprietary
Genetic  Diversity  Library(TM),  Cloning of Ligant  Targets(TM),  and  affinity
screening technologies.

Basis of Consolidation

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

Basis of Presentation

     The  consolidated  financial  statements  and notes  thereto of Cytogen are
unaudited and include all adjustments,  which in the opinion of management,  are
necessary to present fairly the financial condition and results of operations as
of  and  for  the  periods  set  forth  in  the  Consolidated   Balance  Sheets,
Consolidated Statements of Operations and Consolidated Statements of Cash Flows.

                                       5
<PAGE>


                               CYTOGEN CORPORATION
              NOTES TO CONSOLIDATED FINANCIALS STATEMENTS (Cont'd)


     All such accounting  adjustments  are of a normal,  recurring  nature.  The
consolidated  financial  statements  do not include all of the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted  accounting  principles and should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's  Annual Report on Form 10-K filed with the  Securities
and Exchange  Commission,  which includes financial statements as of and for the
year ended  December 31, 2000.  The results of the Company's  operations for any
interim  period are not  necessarily  indicative of the results of the Company's
operations for any other interim period or for a full year.
Cash and Cash Equivalents

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


Net Loss Per Share

     Basic net loss per share is based upon the weighted  average  common shares
outstanding during each period.  Diluted net loss per share is the same as basic
net loss per  share,  as the  inclusion  of common  stock  equivalents  would be
antidilutive.


Inventories

     The  Company's   inventories  are  primarily  related  to  ProstaScint  and
OncoScint CR/OV. Inventories are stated at the lower of cost or market using the
first-in, first-out method and consisted of the following:

                                               June 30,            December 31,
                                                 2001                  2000
                                             -----------           ------------
        Raw materials.................        $1,370,000             $718,000
        Work-in process...............           135,000               59,000
        Finished goods................           357,000              106,000
                                              ----------            ---------
                                              $1,862,000             $883,000
                                              ==========             ========


Revenue Recognition

     Effective January 1, 2000, the Company adopted U.S. Securities and Exchange
Commission Staff Accounting  Bulletin No. 101 "Revenue  Recognition in Financial
Statements" ("SAB 101"), which requires up-front, non-refundable license fees to
be deferred and recognized over the performance period. The cumulative effect of
adopting  SAB 101  resulted in a one-time,  non-cash  charge of $4.3  million or
$0.06 per share, which reflects the deferral of an up-front license fee received
from  Berlex  Laboratories,  Inc.,  net  of  associated  costs,  related  to the
licensing of Quadramet  recognized in October 1998 and a license fee for certain


                                       6
<PAGE>

                               CYTOGEN CORPORATION
              NOTES TO CONSOLIDATED FINANCIALS STATEMENTS (Cont'd)



applications  of  PSMA  to a joint  venture  formed  by  Cytogen  and  Progenics
Pharmaceuticals  Inc.  recognized  in June 1999.  Previously,  the  Company  had
recognized  up-front  license fees when the Company had no obligations to return
the fees under any circumstances.  Under SAB 101, these payments are recorded as
deferred  revenue  to be  recognized  over  the  remaining  term of the  related
agreements.


2.  SALES OF CYTOGEN COMMON STOCK:

     Under the terms of a $70 million  equity  financing  facility  (the "Equity
Financing Facility") entered into between the Company and Acqua Wellington North
American Equities Fund, Ltd. ("Acqua  Wellington") in October 2000, Cytogen may,
at its  discretion,  sell shares of its common  stock to Acqua  Wellington  at a
small discount to the market price.  Pursuant to this Equity Financing Facility,
in February 2001, the Company sold to Acqua  Wellington  1,276,557 shares of its
common stock at an aggregate price of $6.5 million or $5.092 per share.

     In June 2001,  the Company  entered into a Share  Purchase  Agreement  (the
"Agreement") with the State of Wisconsin Investment Board ("SWIB"),  pursuant to
which the Company sold  1,820,000  shares of Cytogen common stock to SWIB for an
aggregate purchase price of $8.2 million, before transaction costs, or $4.50 per
share. In connection with the Agreement, the Company discontinued the use of the
Equity Financing Facility.


                                       7
<PAGE>

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


     The following discussion contains historical information as well as forward
looking statements that involve a number of risks and uncertainties.  Statements
contained or  incorporated  by reference in this  Quarterly  Report on Form 10-Q
that are not based on historical fact are  "forward-looking  statements"  within
the meaning of Section 21E of the  Securities  Exchange Act of 1934, as amended.
Generally,  forward  looking  statements can be identified by the use of phrases
like  "believe",  "expect",   "anticipate",   "plan",  "may",  "will",  "could",
"estimate",  "potential",  "opportunity"  and "project" and similar  terms.  The
Company's actual results could differ  materially from the Company's  historical
results of operations  and those  discussed in the forward  looking  statements.
Factors that could cause actual results to differ materially,  include,  but are
not limited to those  identified in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 under the caption  "Additional Factors That May
Affect Future Results". Investors are cautioned not to put undue reliance on any
forward looking statement.


Cautionary Statement

     In addition  to the risks  discussed  under the caption  referred to above,
among other factors that could cause actual  results to differ  materially  from
expected  results are the  following:  (i) the  Company's  ability to access the
capital  markets  in the near term and in the future  for  continued  funding of
existing  projects  and for the  pursuit of new  projects;  (ii) the  ability to
attract and retain personnel needed for business operations and strategic plans;
(iii) the timing and results of clinical studies, and regulatory approvals; (iv)
market  acceptance of the Company's  products,  including  programs  designed to
facilitate  use of the  products,  such as the  Partners  in  Excellence  or PIE
Program; (v) demonstration over time of the efficacy and safety of the Company's
products;  (vi) the degree of competition  from existing or new products;  (vii)
the decision by the majority of public and private insurance carriers on whether
to reimburse  patients  for the  Company's  products;  (viii) the ability of the
Company to comply with applicable governmental  regulations and changes thereto;
(ix) the  profitability  of its  products;  (x) the ability to attract,  and the
ultimate  success of, strategic  partnering  arrangements,  collaborations,  and
acquisition  candidates;  (xi) the ability of the  Company  and its  partners to
identify  new products as a result of those  collaborations  that are capable of
achieving  FDA  approval,  that  are  cost-effective  alternatives  to  existing
products and that are ultimately accepted by the key users of the product; (xii)
the success of the Company in obtaining  marketing approvals for its products in
Canada and Europe;  (xiii) the ability of the Company to protect its proprietary
technology,  trade secrets or know-how  under the patent and other  intellectual
property laws of the United States and other countries; and (xiv) the ability of
Advanced Magnetics Inc. to satisfy the conditions specified by the FDA regarding
approval to market Combidex in the United States.

     The following  discussion and analysis  should be read in conjunction  with
the Financial  Statements and related notes thereto contained  elsewhere herein,
as well as the Company's  Annual Report on Form 10-K for the year ended December
31, 2000 and from time to time the Company's  other filings with the  Securities
and Exchange Commission.


                                       8
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
Of Operations (Cont'd)


Significant Events in 2001

     In the first half of 2001,  the  Company  launched  the  iodine  version of
BrachySeed(TM),  a  second  generation  radioactive  implant  for  treatment  of
localized prostate cancer,  which was in-licensed by the Company from Draximage,
Inc. The Company expects to introduce, in the second half of 2001, the palladium
version of BrachySeed,  a uniquely  designed next  generation  radioactive  seed
implant, which recently received marketing clearance from the U.S. Food and Drug
Administration.  The Company is utilizing its existing  oncology  sales force to
market  BrachySeed.  There  can  be no  assurance,  however,  as to  the  market
acceptance  of these  products  or whether  these  products  will  significantly
increase the revenues of the Company.

     AxCell  Biosciences  Corporation,   a  subsidiary  of  the  Company,  began
marketing  the ProChart  database  with its  marketing  partner  InforMax,  Inc.
ProChart is a  proprietary  protein  pathway  database  which  measures  protein
domain-ligand  interactions  in  a  high-throughput  manner.  ProChart  will  be
marketed  by  InforMax  using  its  Protein-Protein  Interaction  module,  a new
addition  to  GenoMax(TM)  enterprise  software  package.  AxCell  launched  its
ProChart  database product with is marketing  partner,  InforMax,  in the second
quarter of 2001. There can be no assurance, however, as to the market acceptance
of this product or whether this product will significantly increase the revenues
for the Company.


Results of Operations

Three Months Ended June 30, 2001 and 2000

     Revenues.  Total  revenues for the second quarter of 2001 were $2.8 million
compared  to $2.4  million for the same period in 2000.  The  increase  from the
prior year period is due to higher product related revenues, partially offset by
lower license and contract  revenues.  Product related revenues,  which included
product  sales  and  royalties,  accounted  for 91% of total  revenues  in 2001,
compared  to 87% from  the  comparable  period  of 2000.  License  and  contract
revenues accounted for the remainder of revenues in such periods.

     Product  related  revenues for the second quarter of 2001 were $2.6 million
compared  to $2.1  million  for the same  period in 2000.  Sales of  ProstaScint
accounted for 69% and 70% of product related  revenues in the second quarters of
2001 and 2000, respectively, while Quadramet royalties accounted for 23% and 24%
of  product  related  revenues,   respectively,   for  such  periods.  Sales  of
ProstaScint  were  approximately  $1.8  million in the  second  quarter of 2001,
$277,000  higher than the $1.5 million  recorded in the second  quarter of 2000,
due  primarily to a price  increase  which became  effective in January 2001 and
secondarily, to an increase in sales volume. Beginning in July 2000, the Company
assumed sole  responsibility  for selling and  marketing  ProstaScint  from Bard
Urological  Division of the C.R.  Bard Inc.  ("Bard"),  its former  co-marketing
partner.  The Company took this step because it believed  that a highly  trained
and  dedicated  internal  sales force will be able to market its  products  most
effectively  and to build a  marketing  capability  for  BrachySeed  and  future
products.  The Company cannot be certain,  however, as to the effect on sales of
ProstaScint and the BrachySeed products as a result of this action.


                                       9
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


     Other revenues include sales of OncoScint CR/OV, which were $142,000 in the
second  quarter of 2001  compared to  $130,000  in the same period of 2000.  The
market for OncoScint CR/OV for colorectal  cancer  diagnosis has been negatively
affected by  positron  emission  tomography  or "PET" scans which have shown the
same or higher  sensitivity than OncoScint  CR/OV.  Sales of BrachySeed have not
been  substantial  to date,  since the  product is still in the  initial  launch
phase.

     Quadramet  royalties for the second  quarter of 2001  increased to $595,000
from $508,000 in the same period of 2000. Quadramet is currently marketed by the
Company's marketing partner,  Berlex Laboratories  ("Berlex").  Although Cytogen
believes that Berlex is an advantageous partner,  there can be no assurance that
Quadramet will achieve greater market penetration on a timely basis or result in
significant revenues for Cytogen.

     License and contract  revenues for the second quarter of 2001 were $257,000
compared to $305,000 for the same period of 2000. As a result of the adoption of
SAB 101 (see Note 1 to the Consolidated Financial Statements),  license revenues
for both 2000 and 2001 include the recognition of $215,000 of deferred  revenues
from certain  up-front,  non-refundable  license fees  previously  recognized in
prior years.

     Operating Expenses. Total operating expenses for the second quarter of 2001
were $6.0 million compared to $5.0 million recorded in the same quarter of 2000.
The increase from the prior year period is attributable  primarily to additional
funding  for  the  proteomics  research  program,   costs  associated  with  the
development of new  manufacturing  and purification  processes for the Company's
currently marketed antibody products,  the expansion of Cytogen's in-house sales
force to assume sole  responsibility  of  marketing  and sales of the  Company's
products and the 2001 launch of BrachySeed.  The increase is partially offset by
lower cost of goods in the second quarter of 2001.

     Cost of product  for the second  quarter of 2001 was  $622,000  compared to
$981,000  recorded in the same period of the prior year.  The decrease  from the
prior year  period is due to  favorable  production  yields  resulting  in lower
manufacturing  costs,  partly offset by increased  costs  associated with higher
sales.

     Research and development  expenses for the second quarter of 2001 were $2.5
million  compared  to $1.5  million  recorded  in the same  period of 2000.  The
increase  from  the  prior  year  period  is due to  increased  funding  for the
proteomics  research program and to costs associated with the development of new
manufacturing and purification  processes to enable the Company to outsource the
manufacturing of its currently  marketed  antibody  products.  During the second
quarter of 2001, the Company  invested $1.2 million in the  proteomics  research
compared to $713,000  for the second  quarter of 2000.  The Company  anticipates
that funding for this research and the  manufacturing  process  development will
continue to increase over the remainder of this year.


                                       10
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


     Selling and marketing  expenses were $1.6 million for the second quarter of
2001  compared  to $1.3  million in the same period of 2000.  The  current  year
expenses  reflect the Company's  efforts to expand its in-house  sales force and
the  assumption  of  sole  responsibility  for  the  selling  and  marketing  of
ProstaScint from Bard and the launch costs associated with BrachySeed.

     General and  administrative  expenses for the second quarter 2001 were $1.3
million compared to $1.1 million for the comparable period in 2000. The increase
from the  prior  year  period  is due in part to stock  based  compensation  for
employees and professional fees.

     Interest Income/Expense. Interest income for the second quarter of 2001 was
$156,000  compared to $195,000 recorded in the same period of 2000. The decrease
from the prior year period is due to a lower  average yield on  investments  for
the periods in 2001. Interest expense for the second quarter of 2001 was $44,000
compared to $52,000  recorded in the same period of 2000. The interest  expenses
included finance charges related with various equipment leases.

     Net Loss. Net loss for the second quarter of 2001 was $3.1 million compared
to $2.4 million  recorded in the same period of 2000. The net loss per share for
the first quarter of 2001 was $0.04 based on average  common shares  outstanding
of 77.4  million  compared  to a net loss per  share of $0.03  based on  average
common shares outstanding of 72.8 million for the same period in 2000.


Six months ended June 30, 2001 and 2000

     Revenues.  Total  revenues  for the  first  half of 2001 and 2000 were $5.8
million and $5.1 million,  respectively. The increase from the prior year period
is due to higher product related revenues, partially offset by lower license and
contract  revenues.  Product related revenues,  which included product sales and
royalties,  accounted for 92% of total revenues in 2001 compared to 89% from the
comparable  period of 2000.  License and  contract  revenues  accounted  for the
remainder of revenues.

     Product  related  revenues  for the  first  half of 2001 and 2000 were $5.4
million and $4.5 million,  respectively.  Sales of ProstaScint accounted for 75%
and 71% of  product  related  revenues  in the  first  half of  2001  and  2000,
respectively,  while  Quadramet  royalties  accounted for 19% and 22% of product
related  revenues,  respectively.  Sales of ProstaScint were $4.0 million in the
first half of 2001  compared  to $3.2  million in the same  period of 2000,  due
primarily  to a price  increase  which  became  effective  in  January  2001 and
secondarily, to an increase in sales volume. Beginning in July 2000, the Company
assumed sole  responsibility  for the selling and marketing of ProstaScint  from
Bard.  Royalties  from  Quadramet were $1.0 million in each of the first half of
2001 and  2000.  Quadramet  royalties  are based on net  sales of  Quadramet  by
Berlex.

     Other revenues include sales of OncoScint CR/OV which were $223,000 in 2001
compared to $307,000 in the same period of 2000. The market for OncoScint  CR/OV
for  colorectal  cancer  diagnosis  has been  negatively  affected  by  positron
emission  tomography  or  "PET"  scans  which  have  shown  the  same or  higher
sensitivity than OncoScint CR/OV.  Sales of BrachySeed have not been substantial
to date, since the product is still in the initial launch phase.


                                       11
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


     License  and  contract  revenues  for the first  half of 2001 and 2000 were
$472,000 and $578,000, respectively. As a result of the adoption of SAB 101 (see
Note 1 to the Consolidated Financial Statements), license revenues for both 2001
and 2000 include the  recognition of $420,000 of deferred  revenues from certain
up-front non-refundable license fees previously recognized in prior years.

     Operating  Expenses.  Total  operating  expenses for the first half of 2001
were $11.8  million  compared to $9.5  million  recorded in the same  quarter of
2000. The increase from the prior year period is  attributable  primarily to the
additional  funding for the proteomics  research program,  costs associated with
the  development  of  new  manufacturing  and  purification  processes  for  the
Company's  currently  marketed  antibody  products,  the  expansion of Cytogen's
in-house  sales force to assume sole  responsibility  of marketing  and sales of
ProstaScint and the 2001 launch of BrachySeed.

     Cost of product  for the first half of 2001 was $1.8  million  compared  to
$1.9 million  recorded in the same period of the prior year.  The decrease  from
the prior year period is due to favorable  production  yield  resulting in lower
manufacturing  costs,  partly offset by increased  costs  associated with higher
sales.

     Research  and  development  expenses  for the first  half of 2001 were $4.2
million  compared  to $3.0  million  recorded  in the same  period of 2000.  The
increase  from  the  prior  year  period  is due to  increased  funding  for the
proteomics  research  program and costs  associated  with the development of new
manufacturing  and  purification  processes  to enable the Company to  outsource
manufacturing of its currently  marketed  antibody  products to another contract
manufacturer.  During the first half of 2001, the Company  invested $2.4 million
in the proteomics research compared to $1.3 million for the same period of 2000.
The Company anticipates that funding for this research and manufacturing process
development will continue to increase over the remainder of this year.

     Selling and marketing expenses were $3.3 million for the first half of 2001
compared to $2.5 million in the same period of 2000.  The current year  expenses
reflect  the  Company's  efforts  to expand  its  in-house  sales  force and the
assumption of sole  responsibility  for the selling and marketing of ProstaScint
from Bard and the launch costs associated with BrachySeed.

     General and  administrative  expenses  for the first half of 2001 were $2.5
million compared to $2.1 million for the comparable period in 2000. The increase
from the  prior  year  period  is due in part to stock  based  compensation  for
employees and professional fees.

     Interest  Income/Expense.  Interest  income  for the first half of 2001 was
$377,000  compared to $363,000 recorded in the same period of 2000. The increase
from the prior year period is due to a higher  average cash balance during 2001,
partly offset by a lower average yield on investments.  Interest expense for the
first half of 2001 was $92,000 compared to $109,000  recorded in the same period
of 2000. The interest  expenses  included  finance  charges related with various
equipment leases.


                                       12
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


     Net Loss. Net loss for the first half of 2001 was $5.7 million  compared to
$8.4 million recorded in the same period of 2000. The net loss per share for the
first half of 2001 was $0.07 based on average common shares  outstanding of 76.8
million compared to a net loss per share of $0.12 based on average common shares
outstanding  of 72.1  million  for the same  period  in 2000.  The 2000 net loss
included $4.3 million or $0.06 per share for the cumulative effect of accounting
change as a result of the  adoption  of SAB 101 (see Note 1 to the  Consolidated
Financial Statements).

Liquidity and Capital Resources

     The Company's cash and cash  equivalents  were $18.7 million as of June 30,
2001,  compared to $12.0  million as of  December  31,  2000.  The cash used for
operating  activities  for the six months  ended June 30, 2001 was $7.1  million
compared to $5.2 million in the same period of 2000. The increase from the prior
year period is due primarily to the increased funding for the proteomics program
at AxCell,  the  Company's  efforts  to expand its  in-house  sales  force,  the
inventory  build-up  of the  Company's  anti-body  products,  the  reduction  in
accounts payable and accrued  liabilities and milestone  payments related to the
2001 launch of BrachySeed.

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

     In January 2001, the Company  received cash of $1.6 million relating to the
December  2000 sale of New Jersey  State net  operating  losses and research and
development credits.  Under the current legislation,  the Company may be able to
sell a minimum  $977,000 of the remaining  approved $3.7 million of tax benefits
in 2001.  The actual amount of tax credits the Company may sell will depend upon
the allocation among  qualifying  companies of an annual pool established by the
State of New Jersey.

     Under the terms of a $70 million  equity  financing  facility  (the "Equity
Financing Facility") entered into between the Company and Acqua Wellington North
American  Equities Fund,  Ltd.  ("Acqua  Wellington")  the Company sold to Acqua
Wellington 1,276,557 shares of its common stock in February 2001 at an aggregate
price of $6.5 million or $5.092 per share.

     In June 2001,  the Company  entered into a Share  Purchase  Agreement  (the
"Agreement") with the State of Wisconsin Investment Board ("SWIB"),  pursuant to
which the Company sold  1,820,000  shares of Cytogen common stock to SWIB for an
aggregate  purchase price of $8.2 million before  transaction costs or $4.50 per
share. In connection with the Agreement, the Company discontinued the use of the
Equity Financing Facility.

     The Company's capital and operating  requirements may change depending upon
various factors,  including:  (i) whether the Company and its strategic partners
achieve  success  in  manufacturing,  marketing  and  commercialization  of  its
products;  (ii) the amount of  resources  which the Company  devotes to clinical
evaluations and the expansion of marketing and sales capabilities; (iii) results


                                       13
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


of clinical trials and research and development activities; and (iv) competitive
and technological  developments,  in particular the Company may expend funds for
development of its proteomics and PSMA technologies.

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

     The Company has  incurred  negative  cash flows from  operations  since its
inception,  and has  expended,  and expects to continue to expend in the future,
substantial  funds  to  implement  its  planned  product  development   efforts,
including acquisition of products and complementary  technologies,  research and
development,  clinical  studies and  regulatory  activities,  and to further its
marketing  and sales  programs.  The Company  expects that its existing  capital
resources  should  be  adequate  to  fund  the  Company's   operations  for  the
foreseeable  future.  The Company  cannot be certain  that it will not consume a
significant amount of its currently  available  resources and reasonably expects
that  it  will  have  additional   requirements  for  debt  or  equity  capital,
irrespective of whether and when it reaches  profitability,  for further product
development  costs,  product  and  technology  acquisition  costs,  and  working
capital.

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


                                       14
<PAGE>

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

     The Company does not have operations  subject to risks of foreign  currency
fluctuations, nor does it use derivative financial instruments in its operations
or  investment  portfolio.  The Company  does not have  exposure to market risks
associated with changes in interest  rates, as it has no variable  interest rate
debt  outstanding.  The  Company  does not  believe  it has any  other  material
exposure to market risks associated with interest rates.




                                       15
<PAGE>
PART II  -  OTHER INFORMATION

Item 4 -    Submission of Matters to the Vote of Security Holders

          On June 19, 2001, the Company held its annual meeting of  stockholders
          to (i)  elect  seven  directors;  (ii) to  consider  and  vote  upon a
          proposal  to amend the  Company's  1999  Non-Employee  Director  Stock
          Option  Plan (the  "Director  Plan")  to: (a)  increase  the number of
          shares of common stock  underlying  automatic  initial  option  grants
          under the Director Plan to new  non-employee  Directors from 10,000 to
          20,000  shares;  and (b)  provide,  in certain  circumstances,  at the
          discretion of and after formal  action by the Board of Directors,  for
          the issuance of common stock under the Director Plan to Directors,  in
          lieu of the cash component of Director compensation; (iii) to consider
          and  vote  upon a  proposal  to amend  the  Company's  Employee  Stock
          Purchase  Plan (the  "ESPP")  to: (a)  decrease,  from one year to six
          months,  the term of service  required to be  eligible to  participate
          therein;  and (b) delete the requirement  for stockholder  approval of
          any   modification  of  the  ESPP  with  respect  to  eligibility  for
          participation  in the ESPP;  and (iv) transact such other  business as
          might be brought up before the meeting.

          The  following  tables set forth  information  regarding the number of
          votes cast for, against or withheld, abstentions and broker non-votes,
          with respect to each matter presented at the meeting.  Under the rules
          of the Nasdaq Stock Market, brokers who hold shares in street name for
          customers who are beneficial  owners of those shares may be prohibited
          from giving a proxy to vote shares held for such  customers on certain
          matters  without  specific  instructions  from such customers  (broker
          non-votes).  Under Delaware law,  abstentions and broker non-votes are
          counted  as  shares   represented  at  the  meeting  for  purposes  of
          determining  the  presence  or absence  of a quorum at a  stockholders
          meeting.  The  election of  directors is decided by a plurality of the
          votes cast.  Therefore,  votes that are withheld have no effect on the
          outcome of the vote.  Adoption of the remaining  proposal required the
          affirmative  vote  of a  majority  of  shares  cast  at  the  meeting.
          Therefore,  abstentions  and  broker  non-votes  have no effect on the
          vote.

          (i)  Election of Directors:
<TABLE>
<CAPTION>
                                                                 Against or                Broker
                   Nominee                          For           Withheld   Abstentions Non-Votes
                   -------                          ---          ----------  ----------- ---------
                   <S>                          <C>              <C>             <C>        <C>
                   John E. Bagalay Jr.          69,199,289       1,689,592       N/A        N/A
                   Stephen K. Carter            70,294,440         594,441       N/A        N/A
                   James A. Grigsby             70,092,568         796,313       N/A        N/A
                   Robert F. Hendrickson        70,301,703         587,178       N/A        N/A
                   Kevin G. Lokay               70,320,129         568,752       N/A        N/A
                   S. Leslie Misrock            69,462,716       1,426,165       N/A        N/A
                   H. Joseph Reiser             65,873,699       5,015,182       N/A        N/A
</TABLE>

          (ii) Proposal to amend the  Director  Plan to: (a) increase the number
               of shares of common stock  underlying  automatic  initial  option
               grants under the Director Plan to new non-employee Directors from
               10,000  to  20,000   shares;   and  (b)   provide,   in   certain


                                       16
<PAGE>
               circumstances,  at the  discretion  of and after formal action by
               the Board of  Directors,  for the  issuance of common stock under
               the Director Plan to Directors,  in lieu of the cash component of
               Director compensation.

<TABLE>
<CAPTION>
                                                                 Against or                Broker
                                                    For           Withheld   Abstentions Non-Votes
                                                    ---          ----------  ----------- ---------
                                                <S>              <C>           <C>          <C>
                                                64,646,134       5,929,563     313,184      N/A
</TABLE>


          (iii)Proposal to amend the ESPP to: (a) decrease, from one year to six
               months,   the  term  of  service   required  to  be  eligible  to
               participate   therein;   and  (b)  delete  the   requirement  for
               stockholder approval of any modification of the ESPP with respect
               to eligibility for participation in the ESPP.

<TABLE>
<CAPTION>

                                                                 Against or                Broker
                                                    For           Withheld   Abstentions Non-Votes
                                                    ---          ----------  ----------- ---------
                                                <S>              <C>           <C>          <C>
                                                68,616,728       1,948,291     323,862      N/A
</TABLE>

Item 5 -    Other Information

            Change in Executive Officers
            ----------------------------

                    On  June  8,  2001,  the  Company   announced  that  William
               Goeckeler,  Ph.D., was appointed as Vice President,  Research and
               Development.

                    The  Company  also  announced  on June 8,  2001,  that Terry
               Novak,  the  Company's  Vice  President,   Sales  and  Marketing,
               resigned his position with the Company.

            Resignation of Director
            -----------------------

                    On July  18,  2001,  S.  Leslie  Misrock  resigned  from his
               position as a member of the  Company's  Board of Directors due to
               health reasons.


Item 6  -   Exhibits and Reports on Form 8-K

      (a) Exhibits:
           10.1- Share Purchase Agreement, dated June 18, 2001, by and between
               the Company and the State of Wisconsin Investment Board. Filed as
               an exhibit to the Company's Current Report on Form 8-K dated June
               18, 2001 and incorporated herein by reference.

(b)      Reports on Form 8-K

                    During the three  months  ended June 30,  2001,  the Company
               filed with the  Securities  and Exchange  Commission  one Current
               Report on Form 8-K.  Such Form 8-K dated June 18, 2001,  reported
               on "Item 5. Other  Events"  that on June 18,  2001,  the  Company



                                       17
<PAGE>

               entered  into a  Share  Purchase  Agreement  with  the  State  of
               Wisconsin  Investment  Board relating to the issuance and sale of
               1,820,000  shares of the Company's  Common Stock for an aggregate
               purchase price of approximately $8.2 million.



                                       18

<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 August 13, 2001              By /s/ H. Joseph Reiser
     ------------------            --------------------------------------
                                    H. Joseph Reiser
                                    President and Chief Executive Officer




Date August 13, 2001              By /s/ Lawrence R. Hoffman
     ------------------            --------------------------------------
                                    Lawrence R. Hoffman
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                       19