EXHIBIT 14.1

                               CYTOGEN CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

         This Code of Business  Conduct and Ethics (the "Code") sets forth legal
and ethical  standards  of conduct for  directors,  officers  and  employees  of
Cytogen  Corporation (the "Company").  This Code is intended to deter wrongdoing
and to promote  the  conduct of all Company  business  in  accordance  with high
standards  of  integrity  and  in  compliance   with  all  applicable  laws  and
regulations.  This Code applies to the Company and all of its  subsidiaries  and
other business entities controlled by it worldwide.

         If you have any questions regarding this Code or its application to you
in any  situation,  you should  contact your  supervisor or the Company's  Legal
Department.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         The Company requires that all employees,  officers and directors comply
with all laws, rules and regulations  applicable to the Company wherever it does
business.  You are expected to use good  judgment and common sense in seeking to
comply with all applicable  laws,  rules and  regulations  and to ask for advice
when you are uncertain about them.

         If you become aware of the  violation of any law, rule or regulation by
the Company, whether by its officers,  employees,  directors, or any third party
doing business on behalf of the Company,  it is your  responsibility to promptly
report the matter to your supervisor or to the Company's Legal Department. While
it is the Company's desire to address matters  internally,  nothing in this Code
should  discourage  you from  reporting  any  illegal  activity,  including  any
violation of the securities  laws,  antitrust  laws,  environmental  laws or any
other  federal,  state or foreign law, rule or  regulation,  to the  appropriate
regulatory  authority.  Employees,  officers and directors  shall not discharge,
demote,  suspend,  threaten,  harass  or in any  other  manner  discriminate  or
retaliate  against an employee  because he or she  reports  any such  violation,
unless it is  determined  that the  report was made with  knowledge  that it was
false.  This Code  should not be  construed  to  prohibit  you from  testifying,
participating  or otherwise  assisting  in any state or federal  administrative,
judicial or legislative proceeding or investigation.

CONFLICTS OF INTEREST

         Employees, officers and directors must act in the best interests of the
Company.  You must  refrain  from  engaging in any activity or having a personal
interest that  presents a "conflict of interest." A conflict of interest  occurs
when your  personal  interest  interferes,  or  appears to  interfere,  with the
interests of the Company.  A conflict of interest can arise  whenever you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities  honestly,  objectively
and effectively.

         For example:

          -    No  employee,  officer or director  shall  perform  services as a
               consultant,  employee, officer, director, advisor or in any other
               capacity  for, or have a financial  interest in, a competitor  of

<PAGE>

               the Company,  other than services performed at the request of the
               Company and other than a  financial  interest  representing  less
               than  one   percent   (1%)  of  the   outstanding   shares  of  a
               publicly-held company; and

          -    No  employee,  officer or director  shall use his or her position
               with the Company to  influence a  transaction  with a supplier or
               customer in which such person has any  personal  interest,  other
               than a financial interest representing less than one percent (1%)
               of the outstanding shares of a publicly-held company.

         It is your  responsibility  to disclose  any  material  transaction  or
relationship  that  reasonably  could be  expected to give rise to a conflict of
interest  to the  Legal  Department  or,  if you  are an  executive  officer  or
director,  to the Board of Directors,  who shall be responsible  for determining
whether such transaction or relationship constitutes a conflict of interest.

         Employees and Officers.  Employees and officers must not:
         ----------------------

          -    perform services as a consultant,  employee,  officer,  director,
               advisor or in any other capacity, or permit any close relative to
               perform  services  as an officer  or  director,  for a  customer,
               supplier  or  competitor  of  the  Company,  other  than  at  the
               Company's request;

          -    have, or permit any close relative to have, a financial  interest
               in  a  supplier  or  customer  of  the  Company,  other  than  an
               investment  representing  less  than  one  percent  (1%)  of  the
               outstanding  shares of a publicly-held  company or less than five
               percent  (5%)  of  the  outstanding  shares  of a  privately-held
               company;

          -    have, or permit any close relative to have, a financial  interest
               in  a  competitor  of  the  Company,  other  than  an  investment
               representing less than one percent (1%) of the outstanding shares
               of a publicly-held company;

          -    supervise, review or influence the job evaluation or compensation
               of a member of his or her immediate family; or

          -    engage in any other  activity or have any other interest that the
               Company's Board of Directors  determines to constitute a conflict
               of interest.

         Directors. Directors must not:
         ----------

          -    perform services as a consultant,  employee,  officer,  director,
               advisor or in any other capacity, or permit any close relative to
               perform  services as an officer or director,  for a competitor of
               the Company;

          -    have, or permit any close relative to have, a financial  interest
               in  a  competitor  of  the  Company,  other  than  an  investment
               representing less than one percent (1%) of the outstanding shares
               of a publicly-held company;


                                      -2-
<PAGE>

          -    use  his or her  position  with  the  Company  to  influence  any
               decision  of the Company  relating  to a contract or  transaction
               with a supplier or  customer of the Company if the  director or a
               close relative of the director:

               -    performs  services  as  a  consultant,   employee,  officer,
                    director, advisor or in any other capacity for such supplier
                    or customer; or

               -    has a financial interest in such supplier or customer, other
                    than an investment  representing  less than one percent (1%)
                    of the outstanding shares of a publicly-held company.

          -    supervise, review or influence the job evaluation or compensation
               of a member of his or her immediate family; or

          -    engage in any other  activity or have any other interest that the
               Company's Board of Directors  determines to constitute a conflict
               of interest.

         A "close relative" means a spouse,  dependent child or any other person
living in the same home  with the  employee,  officer  or  director.  "Immediate
family"  means a  close  relative  and a  parent,  sibling,  child,  mother-  or
father-in-law,   son-  or  daughter-in-law  or  brother-  or  sister-in-law.   A
"significant  customer" is a customer  that has made during the  Company's  last
full fiscal year, or proposes to make during the Company's  current fiscal year,
payments to the Company for  property or services in excess of five percent (5%)
of (i) the Company's  consolidated  gross revenues for its last full fiscal year
or (ii) the  customer's  consolidated  gross  revenues  for its last full fiscal
year.  A  "significant  supplier"  is a supplier  to which the  Company has made
during the  Company's  last full  fiscal  year,  or  proposes to make during the
Company's  current  fiscal year,  payments for property or services in excess of
five percent (5%) of (i) the Company's  consolidated gross revenues for its last
full fiscal year or (ii) the customer's consolidated gross revenues for its last
full fiscal year.

         It is your  responsibility  to disclose any transaction or relationship
that reasonably  could be expected to give rise to a conflict of interest to the
Company's Legal Department or, if you are an executive  officer or director,  to
the Board of Directors,  who shall be responsible for  determining  whether such
transaction or relationship constitutes a conflict of interest.

INSIDER TRADING

         Employees,   officers  and  directors  who  have  material   non-public
information  about the Company or other  companies,  including our suppliers and
customers,  as a result of their relationship with the Company are prohibited by
law and Company  policy from trading in  securities of the Company or such other
companies,  as well as from  communicating  such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited  insider  trading  and  avoid  even  the  appearance  of an  improper
transaction,  the  Company  has  adopted an  Insider  Trading  Policy,  which is
available from the Company's Legal Department.

         If you are uncertain  about the constraints on your purchase or sale of
any Company  securities  or the  securities  of any other  company  that you are

                                      -3-
<PAGE>

familiar  with by virtue  of your  relationship  with the  Company,  you  should
consult with the Company's Legal  Department  before making any such purchase or
sale.

CONFIDENTIALITY

         Employees,  officers and directors must maintain the confidentiality of
confidential  information  entrusted to them by the Company or other  companies,
including our suppliers and customers, except when disclosure is authorized by a
supervisor or legally  mandated.  Unauthorized  disclosure  of any  confidential
information  is  prohibited.  Additionally,  employees  should take  appropriate
precautions  to ensure that  confidential  or  sensitive  business  information,
whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such  information
to perform their responsibilities for the Company.

         Third  parties  may ask you for  information  concerning  the  Company.
Subject to the exceptions noted in the preceding paragraph,  employees, officers
and  directors  (other than the  Company's  authorized  spokespersons)  must not
discuss  internal   Company  matters  with,  or  disseminate   internal  Company
information  to,  anyone  outside  the  Company,   except  as  required  in  the
performance  of their Company  duties and after an  appropriate  confidentiality
agreement  is in place.  This  prohibition  applies  particularly  to  inquiries
concerning the Company from the media, market  professionals (such as securities
analysts, institutional investors, investment advisers, brokers and dealers) and
security  holders.  All  responses to inquiries on behalf of the Company must be
made  only  by  the  Company's  authorized  spokespersons.  If you  receive  any
inquiries of this nature,  you must decline to comment and refer the inquirer to
your supervisor or one of the Company's authorized spokespersons.  The Company's
policies  with respect to public  disclosure  of internal  matters are described
more fully in the  Company's  Disclosure  Policy,  which is  available  from the
Company's Legal Department.

         You also must  abide by any  lawful  obligations  that you have to your
former  employer.  These  obligations  may include  restrictions  on the use and
disclosure of  confidential  information,  restrictions  on the  solicitation of
former colleagues to work at the Company and non-competition obligations.

HONEST AND ETHICAL CONDUCT AND FAIR DEALING

         Employees,  officers and directors  should  endeavor to deal  honestly,
ethically and fairly with the Company's  suppliers,  customers,  competitors and
employees.  Statements regarding the Company's products and services must not be
untrue, misleading,  deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation,  concealment,  abuse of privileged  information,
misrepresentation of material facts or any other unfair-dealing practice.

PROTECTION AND PROPER USE OF CORPORATE ASSETS

         Employees,  officers and directors should seek to protect the Company's
assets.  Theft,  carelessness  and waste have a direct  impact on the  Company's
financial performance.  Employees, officers and directors must use the Company's
assets and services solely for legitimate  business  purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.


                                      -4-
<PAGE>

         Employees, officers and directors must advance the Company's legitimate
interests when the  opportunity to do so arises.  You must not take for yourself
personal  opportunities  that are  discovered  through  your  position  with the
Company or the use of property or information of the Company.

GIFTS AND GRATUITIES

         The use of  Company  funds or assets  for  gifts,  gratuities  or other
favors to employees or government officials is prohibited,  except to the extent
such gifts are in compliance with applicable  law,  insignificant  in amount and
not given in consideration or expectation of any action by the recipient.

         Employees, officers and directors must not accept, or permit any member
of his or her immediate family to accept, any gifts,  gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the Company,  other than items of insignificant value. Any gifts that are not of
insignificant  value  should  be  returned  immediately  and  reported  to  your
supervisor.  If immediate  return is not practical,  they should be given to the
Company for charitable  disposition or such other disposition as the Company, in
its sole discretion, believes appropriate.

         Common sense and moderation  should  prevail in business  entertainment
engaged in on behalf of the Company.  Employees,  officers and directors  should
provide, or accept, business entertainment to or from anyone doing business with
the Company  only if the  entertainment  is  infrequent,  modest and intended to
serve legitimate business goals.

         Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer,  give, solicit or receive any form of bribe or kickback anywhere
in the world.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

         Employees,  officers and directors must honestly and accurately  report
all business transactions.  You are responsible for the accuracy of your records
and reports.  Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.

         All  Company  books,  records  and  accounts  shall  be  maintained  in
accordance with all applicable  regulations and standards and accurately reflect
the true nature of the transactions they record. The financial statements of the
Company shall conform to generally  accepted  accounting rules and the Company's
accounting  policies.  No  undisclosed  or  unrecorded  account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's  books or records for any reason,  and no  disbursement  of  corporate
funds or other  corporate  property  shall be made without  adequate  supporting
documentation.

         It is the policy of the Company to provide full, fair, accurate, timely
and understandable  disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.


                                      -5-
<PAGE>


CONCERNS REGARDING ACCOUNTING OR AUDITING MATTERS

         Employees with concerns regarding  questionable  accounting or auditing
matters or complaints  regarding  accounting,  internal  accounting  controls or
auditing matters may  confidentially,  and anonymously if they wish, submit such
concerns or  complaints  in writing to the  Company's  Legal  Department  at 650
College Road East, 3rd Floor, Princeton,  New Jersey 08540 or call the Company's
toll-free  telephone  number,  1-800-833-3533.  See  "Reporting  and  Compliance
Procedures."  All such  concerns and  complaints  will be forwarded to the Audit
Committee of the Board of  Directors,  unless they are  determined to be without
merit by the Company's Legal  Department of the Company.  In any event, a record
of all complaints and concerns  received will be provided to the Audit Committee
each fiscal quarter.  Any such concerns or complaints may also be  communicated,
confidentially  and, if you desire,  anonymously,  directly to any member of the
Audit Committee of the Board of Directors.

         The  Audit  Committee  will  evaluate  the  merits of any  concerns  or
complaints  received by it and authorize such follow-up  actions,  if any, as it
deems  necessary  or  appropriate  to address  the  substance  of the concern or
complaint.

         The Company  will not  discipline,  discriminate  against or  retaliate
against any employee who reports a complaint or concern, unless it is determined
that the report was made with knowledge that it was false.

DEALINGS WITH INDEPENDENT AUDITORS

         No employee, officer or director shall, directly or indirectly, make or
cause to be made a materially false or misleading  statement to an accountant in
connection with (or omit to state, or cause another person to omit to state, any
material  fact  necessary  in order  to make  statements  made,  in light of the
circumstances  under which such  statements  were made,  not  misleading  to, an
accountant in connection with) any audit, review or examination of the Company's
financial statements or the preparation or filing of any document or report with
the SEC. No employee,  officer or director shall,  directly or indirectly,  take
any  action  to  coerce,  manipulate,  mislead  or  fraudulently  influence  any
independent  public or certified public accountant engaged in the performance of
an audit or review of the Company's financial statement.

WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

         While  some of the  policies  contained  in this Code must be  strictly
adhered to and no exceptions  can be allowed,  in other cases  exceptions may be
appropriate.  Any employee or officer who  believes  that an exception to any of
these policies is appropriate in his or her case should first contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of the Company's Legal  Department must be obtained.  The Company's
Legal  Department  shall be responsible for maintaining a record of all requests
for exceptions to any of these policies and the disposition of such requests.

         Any  executive  officer or director  who seeks an  exception  to any of
these policies should contact the Company's Legal Department. Any waiver of this
Code for executive officers or directors or any change to this Code that applies

                                      -6-
<PAGE>

to executive officers or directors may be made only by the Board of Directors of
the Company and will be disclosed as required by law or Nasdaq regulation.

REPORTING AND COMPLIANCE PROCEDURES

         Every  employee,  officer and  director has the  responsibility  to ask
questions,  seek guidance,  report  suspected  violations  and express  concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related  conduct that violates  applicable law or this
Code should report such information to his or her supervisor or to the Company's
Legal  Department,  as described  below.  You may report such conduct  openly or
anonymously  without  fear of  retaliation.  The  Company  will not  discipline,
discriminate against or retaliate against any employee who reports such conduct,
unless it is  determined  that the  report was made with  knowledge  that it was
false, or who cooperates in any investigation or inquiry regarding such conduct.
Any  supervisor  who  receives  a  report  of a  violation  of  this  Code  must
immediately inform the Company's Legal Department.

         You may report  violations of this Code, on a confidential or anonymous
basis, by contacting the Company's Legal Department by fax (609-452-2313),  mail
or e-mail at:  dnovajosky@cytogen.com.  In addition,  you may call the Company's
toll-free  telephone number,  1-800-833-3533,  to leave a recorded message about
any  violation  or suspected  violation  of this Code.  While we prefer that you
identify  yourself when reporting  violations so that we may follow up with you,
as necessary, for additional information,  you may leave messages anonymously if
you wish.

         If the Company's Legal  Department  receives  information  regarding an
alleged  violation of this Code, the  appropriate  Company  officials  shall, as
appropriate,  (a)  evaluate  such  information,  (b)  if the  alleged  violation
involves an executive officer or a director,  inform the Chief Executive Officer
and Board of Directors of the alleged  violation,  (c)  determine  whether it is
necessary to conduct an informal inquiry or a formal  investigation  and, if so,
initiate  such inquiry or  investigation  and (d) report the results of any such
inquiry or  investigation,  together with a recommendation  as to disposition of
the matter,  to the  Company's  Chief  Executive  Officer for action,  or if the
alleged  violation  involves  an  executive  officer or a  director,  report the
results of any such  inquiry or  investigation  to the Board of  Directors  or a
committee thereof.  Employees,  officers and directors are expected to cooperate
fully with any  inquiry or  investigation  by the Company  regarding  an alleged
violation  of  this  Code.  Failure  to  cooperate  with  any  such  inquiry  or
investigation may result in disciplinary action, up to and including discharge.

         The  Company  shall  determine  whether  violations  of this  Code have
occurred  and, if so,  shall  determine  the  disciplinary  measures to be taken
against any employee who has violated  this Code.  In the event that the alleged
violation  involves  an  executive  officer or a director,  the Chief  Executive
Officer and the Board of  Directors,  respectively,  shall  determine  whether a
violation of this Code has occurred and, if so, shall determine the disciplinary
measures to be taken against such executive officer or director.

         Failure to comply with the standards  outlined in this Code will result
in disciplinary  action  including,  but not limited to,  reprimands,  warnings,


                                      -7-
<PAGE>

probation or suspension without pay, demotions,  reductions in salary, discharge
and  restitution.  Certain  violations  of this Code may  require the Company to
refer the matter to the appropriate  governmental or regulatory  authorities for
investigation or prosecution.  Moreover,  any supervisor who directs or approves
of any conduct in violation of this Code,  or who has  knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

DISSEMINATION AND AMENDMENT

         This  Code  shall be  distributed  to each new  employee,  officer  and
director of the Company  upon  commencement  of his or her  employment  or other
relationship  with the  Company and shall also be  distributed  annually to each
employee,  officer and director of the Company,  and each employee,  officer and
director shall certify that he or she has received, read and understood the Code
and has complied with its terms.

         The Company  reserves the right to amend,  alter or terminate this Code
at any time  for any  reason.  The  most  current  version  of this  Code can be
obtained from the Company's Legal Department.

         This document is not an employment contract between the Company and any
of its employees, officers or directors.


                                      -8-
<PAGE>


                                  CERTIFICATION


I, ______________________________ do hereby certify that:
              (Print Name Above)

         1. I have received and carefully read the Code of Business  Conduct and
Ethics of Cytogen Corporation.

         2. I understand the Code of Business Conduct and Ethics.

         3. I have  complied  and will  continue to comply with the terms of the
Code of Business Conduct and Ethics.





Date:  __________________________           __________________________________
                                                       (Signature)



EACH  EMPLOYEE,  OFFICER AND DIRECTOR IS REQUIRED TO SIGN,  DATE AND RETURN THIS
CERTIFICATION  TO THE  COMPANY'S  LEGAL  DEPARTMENT  WITHIN 10 DAYS OF ISSUANCE.
FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.