SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM 10-Q

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

             For the quarterly period ended September 30, 2002
                                            ------------------

                                       OR

             |_|  TRANSITION REPORT PURSUANT TO SECTION 13
                  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                  1934.

          For the transition period from            to
                                         ----------    ----------

                        Commission file number 000-14879
                                               ---------


                               Cytogen Corporation
                               -------------------
             (Exact name of Registrant as specified in its charter)

           Delaware                                             22-2322400
-------------------------------                           ----------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

            650 College Road East, CN 5308, 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 November 1, 2002
----------------------------                     -------------------------------
Common Stock, $.01 par value                                8,806,999*


* Such amount reflects the number of shares of common stock outstanding after
the Company's one-for-ten reverse stock split which became effective on October
25, 2002.
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
                               INDEX TO FORM 10-Q




Part I.  FINANCIAL INFORMATION...............................................  3

Item 1.  Financial Statements................................................  3

  Consolidated Balance Sheets as of September 30, 2002
   (unaudited) and December 31, 2001.........................................  3

  Consolidated Statements of Operations for the three and nine
   months ended September 30, 2002 and 2001 (unaudited)......................  4

  Consolidated Statements of Cash Flows for the nine months ended
   September 30, 2002 and 2001 (unaudited)...................................  5

   Notes to Consolidated Financial Statements (unaudited)....................  6

Item 2.  Management's Discussion And Analysis Of Financial Condition
   And Results of Operations................................................. 11

Item 3.  Quantitative And Qualitative Disclosures About Market Risk.......... 22

Item 4.  Controls and Procedures............................................. 22

Part II.  OTHER INFORMATION.................................................. 23

Item 2.  Changes in Securities............................................... 23

Item 4.  Submission of Matters to a Vote of Security Holders................. 24

Item 6.  Exhibits And Reports On Form 8-K.................................... 24









                                       2
<PAGE>
PART I  - FINANCIAL INFORMATION
-------------------------------
Item 1 - Consolidated Financial Statements


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

<TABLE>

                                                                   September 30,  December 31,
                                                                        2002          2001
                                                                   -------------  ------------
<S>                                                                 <C>            <C>
ASSETS:
Current Assets:
  Cash and cash equivalents ......................................  $  16,246      $  11,309
  Marketable securities ..........................................          -          1,376
  Receivable on income tax benefit sold ..........................          -          1,103
  Accounts receivable, net .......................................      1,765          1,621
  Inventories ....................................................      1,178          1,889
  Other current assets ...........................................        834            508
                                                                    ---------      ---------

    Total current assets .........................................     20,023         17,806

Property and Equipment, net ......................................      1,184          1,831

Other Assets .....................................................      2,325          1,855
                                                                    ---------      ---------

                                                                    $  23,532      $  21,492
                                                                    =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term debt ..............................  $      89      $      77
  Accounts payable and accrued liabilities .......................      4,280          5,315
  Deferred revenue ...............................................        354            534
                                                                    ---------      ---------

    Total current liabilities ....................................      4,723          5,926
                                                                    ---------      ---------

Long-Term Liabilities ............................................      2,687          2,291
                                                                    ---------      ---------

Deferred Revenue .................................................      1,897          2,061
                                                                    ---------      ---------

Stockholders' Equity:
  Preferred stock, $.01 par value, 5,400,000 shares authorized -
    Series C Junior Participating Preferred Stock, $.01 par value,
    200,000 shares authorized, none issued and outstanding .......          -              -
  Common stock, $.01 par value, 25,000,000 shares authorized,
    8,756,147 and 7,893,734 shares issued and outstanding
    at September 30, 2002 and December 31, 2001, respectively ....         88             79
  Additional paid-in capital .....................................    367,226        351,577
  Deferred compensation ..........................................       (232)          (621)
  Accumulated other comprehensive income .........................          -            860
  Accumulated deficit ............................................   (352,857)      (340,681)
                                                                    ---------      ---------

    Total stockholders' equity ...................................     14,225         11,214
                                                                    ---------      ---------
                                                                    $  23,532      $  21,492
                                                                    =========      =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                               3
<PAGE>




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

<TABLE>
<CAPTION>

                                               Three Months Ended           Nine Months Ended
                                                  September 30,                September 30,
                                             ---------------------        ---------------------
                                                2002        2001             2002        2001
                                             ---------   ---------        ---------   ---------
<S>                                          <C>         <C>              <C>         <C>
Revenues:
  Product related:
    ProstaScint ..........................   $  1,914    $  1,697         $  5,961    $  5,730
    BrachySeed ...........................        698         246            1,715         350
    OncoScint ............................         48          74              158         299
                                             --------    --------         --------    --------
           Total product sales ...........      2,660       2,017            7,834       6,379

    Quadramet royalties ..................        376         579            1,385       1,615
                                             --------    --------         --------    --------
           Total product related .........      3,036       2,596            9,219       7,994

  License and contract revenues ..........         65         225              345         697
                                             --------    --------         --------    --------

           Total revenues ................      3,101       2,821            9,564       8,691
                                             --------    --------         --------    --------

Operating Expenses:
  Cost of product sales ..................      1,154       1,421            3,449       3,240
  Research and development ...............      1,331       2,661            6,876       6,882
  Equity loss in PSMA LLC ................      1,006           -            2,114           -
  Selling and marketing ..................      1,433       1,489            4,508       4,820
  General and administrative .............      1,664       1,147            4,374       3,670
                                             --------    --------         --------    --------

           Total operating expenses ......      6,588       6,718           21,321      18,612
                                             --------    --------         --------    --------

           Operating loss ................     (3,487)     (3,897)         (11,757)     (9,921)

Loss on investment .......................       (516)          -             (516)          -
Interest income ..........................         75         162              224         538
Interest expense .........................        (43)        (44)            (127)       (136)
                                             --------    --------         --------    --------

Net loss .................................   $ (3,971)   $ (3,779)        $(12,176)   $ (9,519)
                                             ========    ========         ========    ========

Basic and diluted net loss per share .....   $  (0.46)   $  (0.48)        $  (1.46)   $  (1.23)
                                             ========    ========         ========    ========

Weighted average common shares outstanding      8,660       7,887            8,353       7,745
                                             ========    ========         ========    ========
</TABLE>

                The accompanying notes are an integral part of these statements.

                                                4

<PAGE>





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


                                                               Nine Months Ended September 30,
                                                               -------------------------------
                                                                    2002              2001
                                                               -------------     -------------
<S>                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................       $(12,176)         $ (9,519)
Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation and amortization ....................            560               885
        Imputed interest .................................              -               (32)
        Stock-based compensation expenses ................            781               480
        Amortization of deferred revenue .................           (345)             (645)
        Stock-based milestone payments ...................          2,033                 -
        Asset impairment .................................            396                 -
        Loss on investment ...............................            516                 -
        Changes in assets and liabilites:
          Receivables, net ...............................            959             1,300
          Inventories ....................................            711              (829)
          Other assets ...................................             85               (49)
          Accounts payable and accrued liabilities .......           (848)           (2,138)
          Other liabilities ..............................            390                 -
                                                                 --------          --------

        Net cash used in operating activities ............         (6,938)          (10,547)
                                                                 --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of product rights ...............................         (1,000)             (500)
Net proceeds from sale of equipment ......................            100                 -
Purchases of property and equipment ......................           (103)             (486)
                                                                 --------          --------

        Net cash used in investing activities ............         (1,003)             (986)
                                                                 --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...................         12,962            14,188
Payment of long-term debt ................................            (84)             (100)
                                                                 --------          --------

        Net cash provided by financing activities ........         12,878            14,088
                                                                 --------          --------

Net increase in cash and cash equivalents ................          4,937             2,555

Cash and cash equivalents, beginning of period ...........         11,309            11,993
                                                                 --------          --------

Cash and cash equivalents, end of period .................       $ 16,246          $ 14,548
                                                                 ========          ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                  5
<PAGE>

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


1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

         Cytogen  Corporation  ("Cytogen" or the "Company") is a product-driven,
oncology-focused  biopharmaceutical  company.  Cytogen markets several  products
through  its  in-house  oncology  sales  force:   ProstaScint(R)  (a  monoclonal
antibody-based  imaging  agent used to image the  extent and spread of  prostate
cancer);  BrachySeed(TM) I-125 and BrachySeed(TM) Pd-103 (two uniquely designed,
next-generation  radioactive  seed  implants  for  the  treatment  of  localized
prostate cancer) licensed by the Company from Draximage,  Inc.; and beginning in
November   2002,   NMP22(R)   BladderChek(TM)   (a  convenient   antibody  based
point-of-care  diagnostic test for bladder cancer)  licensed by the Company from
Matritech,   Inc.  Cytogen  developed   Quadramet(R)  as  a  skeletal  targeting
therapeutic  radiopharmaceutical  for the  relief of bone pain in  prostate  and
other types of cancer and receives  royalties on product  sales  through  Berlex
Laboratories,  the U.S.  affiliate  of Schering AG  Germany,  which  markets the
product in the United States. Cytogen's pipeline comprises product candidates at
various  stages  of  clinical  development,  including  fully  human  monoclonal
antibodies  and  cancer  vaccines  based  on PSMA  (prostate  specific  membrane
antigen)   technology,    which   was   exclusively   licensed   from   Memorial
Sloan-Kettering  Cancer Center. Cytogen also conducts research in cell signaling
through its AxCell Biosciences subsidiary ("AxCell").


Basis of Consolidation

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


Basis of Presentation

         The consolidated financial statements and notes  thereto of Cytogen are
unaudited and include all adjustments,  which in the opinion of management,  are
necessary to present fairly the financial condition and results of operations as
of  and  for  the  periods  set  forth  in  the  Consolidated   Balance  Sheets,
Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
All  such  accounting  adjustments  are  of  a  normal,  recurring  nature.  The
consolidated  financial  statements  do not include all of the  information  and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  and  should  be read in  conjunction  with the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K filed with the Securities and Exchange Commission, which includes financial
statements  as of and for the year ended  December 31, 2001.  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.


                                       6
<PAGE>
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.


Marketable Securities

         In connection  with the acquisition of Prostagen Inc. in June 1999, the
Company received 275,350 shares of Northwest Biotherapeutics, Inc. ("Northwest")
common stock.  The Company had classified this investment as  available-for-sale
marketable  securities.  The fair value of Northwest stock,  based on the quoted
market prices, has significantly  decreased from the Company's original carrying
value of this  investment  of $516,000.  Based on an evaluation of the financial
condition of Northwest and the current stock price,  management  concluded  that
the carrying amount of this investment will not be recoverable. Accordingly, the
Company has  recorded a non-cash  charge of  $516,000  related to the other than
temporary  decline in the value of this investment during the three months ended
September 30, 2002.


Inventories

         The Company's  inventories  are primarily  comprised of 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:

                                        September 30,        December 31,
                                            2002                2001
                                       --------------      --------------

   Raw materials.................        $  506,000          $  506,000
   Work-in process...............            24,000           1,371,000
   Finished goods................           648,000              12,000
                                         ----------          ----------
                                         $1,178,000          $1,889,000
                                         ==========          ==========


Comprehensive Income (Loss)

         SFAS No. 130,  "Reporting  Comprehensive  Income" ("SFAS 130") requires
reporting and displaying  comprehensive  income (loss) and its components which,
for  the  Company,   include  net  loss  and  unrealized   gains  or  losses  on
available-for-sale  marketable  securities.  In  accordance  with SFAS 130,  the
accumulated  balance of other  comprehensive  income or loss is  displayed  as a
separate  component of stockholders'  equity. The following table reconciles net
loss to  comprehensive  loss for the three and nine months ended  September  30,
2002.

<TABLE>
<CAPTION>
                                           Three Months Ended     Nine Months Ended
                                           September 30, 2002     September 30, 2002
                                          -------------------    -------------------
<S>                                           <C>                    <C>
Net loss................................      $(3,971,000)           $(12,176,000)

Other comprehensive loss:
  Unrealized holding losses
  arising during the period ...........          (837,000)             (1,376,000)

Less: reclasification
  adjustment for losses included
  in net loss .........................           516,000                 516,000
                                              ------------           -------------

Comprehensive loss......................      $(4,292,000)           $(13,036,000)
                                              ============           =============
</TABLE>

                                       7
<PAGE>

         During the three and nine months ended  September 30, 2001, the Company
had no unrealized gains or losses on available-for-sale marketable securities.

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.

Reclassifications

         Certain   reclassifications  have  been  made  to  the  2001  financial
statements to conform to the 2002 presentation.

2.       REVERSE STOCK SPLIT:

         On  October 25, 2002,  upon  the receipt of approval of  the  Company's
stockholders  at a duly called and held Special  Meeting of  Stockholders of the
Company,  the Company's Board of Directors  authorized and implemented a reverse
stock  split  (the  "Reverse  Split")  of  Cytogen's  issued,   outstanding  and
authorized shares of common stock at a ratio of one-for-ten.  As a result of the
Reverse Split, one new share of common stock will be issued for every ten shares
of common  stock held by  stockholders  of record as of the close of business on
October 25, 2002. All references in the accompanying financial statements to the
number of shares  and per share  amounts  have been  retroactively  restated  to
reflect the Reverse Split.

3.        RESTRUCTURING OF AXCELL BIOSCIENCES INC:

         In an effort to reduce  expenses  and  position  Cytogen  for  stronger
long-term growth in oncology,  the Company restructured AxCell in September 2002
by reducing 75% of AxCell's workforce.  As a result, during the third quarter of
2002, the Company  recorded a charge of $830,000  related to employee  severance
costs,  the  impairment of property and equipment and future rental  payments on
leased  facilities  that will not be used in  operations,  which is  included in
general and administrative expense in the accompanying consolidated statement of
operation.  As of September 30, 2002,  $439,000 of the restructuring  charge was
accrued, and will be paid through 2006.

4.  EQUITY LOSS IN PSMA DEVELOPMENT CO. LLC:

         In June 1999,  Cytogen  entered  into a joint  venture  called the PSMA
Development Co. LLC (the "Joint Venture"),  with Progenics  Pharmaceuticals Inc.
("Progenics"), to develop vaccine and antibody-based  immunotherapeutic products
utilizing Cytogen's  exclusively licensed PSMA technology.  The Joint Venture is
owned  equally by Cytogen  and  Progenics.  The Company  accounts  for the Joint
Venture using the equity method of  accounting.  Progenics was obligated to fund
the initial $3.0 million of development costs of the Joint Venture. Beginning in
December 2001, the Company and Progenics began to equally share the costs of the


                                       8
<PAGE>

Joint  Venture.  Since  December  2001,  Cytogen has recognized 50% of the Joint
Venture's operating results in its consolidated results of operations.  Selected
financial statement information of the Joint Venture is as follows:

Statement of Operations Data:
<TABLE>
<CAPTION>

                                     Three Months Ended               Nine Months Ended
                                        September 30,                    September 30,
                                --------------------------      ----------------------------
                                    2002           2001             2002             2001
                                -----------     ----------      -----------     ------------

<S>                             <C>             <C>             <C>             <C>
Interest income...............  $         -     $  10,000       $     4,000     $    36,000
Total expenses................    2,012,000       853,000         4,232,000       1,888,000
                                -----------     ---------       ------------    -----------
  Net loss....................  $(2,012,000)    $(843,000)      $(4,228,000)    $(1,852,000)
                                ===========     =========       ===========     ============
</TABLE>

5.  SALES OF CYTOGEN COMMON STOCK:

         In January  2002,  the Company  sold 297,067  shares of Cytogen  common
stock to the State of  Wisconsin  Investment  Board  ("SWIB"),  for an aggregate
purchase  price of $8.0  million,  pursuant  to a January  2002  Share  Purchase
Agreement  between  SWIB and the  Company.  In June 2002,  the  Company  sold an
additional  416,670  shares of  Cytogen  common  stock to SWIB for an  aggregate
purchase price of $5.0 million. Pursuant to its agreements with SWIB, in January
2002 the  Company  agreed  not to enter into  equity  line  arrangements  in the
future,  issue  certain  securities  at less than fair market value or undertake
certain other securities issuances without requisite stockholder approval.

6.  AMENDMENT OF AGREEMENT AND MILESTONE PAYMENTS:

         Pursuant to a Stock Exchange Agreement ("Prostagen  Agreement") related
to the Company's  acquisition of Prostagen Inc.  ("Prostagen") in June 1999, the
Company agreed to issue up to an additional $4.0 million worth of Cytogen common
stock  to  the   shareholders  and  debtholders  of  Prostagen  (the  "Prostagen
Partners"), if certain milestones are achieved in the dendritic cell therapy and
PSMA development programs. During the first quarter of 2002, the Company and the
Prostagen Partners agreed that a milestone was achieved based on the progress of
the dendritic cell prostate cancer clinical trials at Northwest Biotherapeutics,
Inc. As a result,  the Company  accrued a $2.0 million  stock  liability  with a
corresponding  charge recorded as research and development  expense in the first
quarter of 2002.  In May 2002,  the  Company  entered  into an  addendum  to the
Prostagen Agreement,  as amended in August 2002 (the "Addendum") which clarifies
the milestone payments to be made under the Prostagen Agreement,  as well as the
timing of such payments.  Accordingly,  Cytogen  issued and registered  with the
Securities  and Exchange  Commission  (the "SEC") $2.0 million  worth of Cytogen
common stock, or 122,699 shares,  in  satisfaction  of the stock  liability.  In
addition,  the Company may be obligated to pay two additional milestone payments
of $1.0  million  each,  upon  the  earlier  of  certain  clinical  achievements
regarding  the  PSMA  development  programs  or  January  2003  and  July  2003,
respectively,  provided  that the  payments  shall be due on these dates only if
safety  has been  established  in a  completed  Phase I  clinical  trial and the
research  program on  immunotherapy  for prostate  cancer is  continuing on such
dates.  Any future  milestone  payments are payable in shares of Cytogen  common
stock which will be registered with the SEC after issuance.


                                       9
<PAGE>


         Under the terms of a Product,  Manufacturing  and Supply Agreement (the
"Supply Agreement") entered in December 2000 between Cytogen and Draximage Inc.,
Draximage  will  supply  radioactive  iodine and  palladium  seeds to Cytogen in
exchange for product transfer payments, royalties on sales and certain milestone
payments. Pursuant to the Supply Agreement,  Cytogen paid Draximage $1.0 million
related to the first sale of BrachySeed Pd-103,  which occurred in May 2002. The
Company  has  recorded  the  $1.0  million  milestone  in  other  assets  in the
accompanying  consolidated  balance sheet and will amortize such amount over the
approximately eight year remaining term of the Draximage agreement.

7.       LITIGATION:

         On March 17,  2000,  the  Company  was served  with a  complaint  filed
against  Cytogen in the United  States  Federal  Court for the  District  of New
Jersey  by  M.  David   Goldenberg   ("Goldenberg")   and   Immunomedics,   Inc.
(collectively   "Plaintiffs").   The   litigation   claims  that  the  Company's
ProstaScint  product  infringes a patent  purportedly  owned by  Goldenberg  and
licensed  to  Immunomedics.  The  Company  believes  that  ProstaScint  does not
infringe  this  patent,  and that the patent is invalid  and  unenforceable.  In
addition,  the Company has certain rights to indemnification  against litigation
and  litigation  expenses from the inventor of technology  used in  ProstaScint,
which  may be  offset  against  royalty  payments  on sales of  ProstaScint.  In
addition, the patent sought to be enforced in the litigation has now expired; as
a result,  the claim  even if  successful,  would  not  result in an  injunction
barring the continued  sale of  ProstaScint or affect any other of the Company's
products or technology.  Discovery  proceedings have advanced in a United States
District Court with expert  testimony being scheduled  during the fourth quarter
of 2002.  However, given the uncertainty associated with litigation, there  can
be no assurance that the litigation could not result in a material  expenditure
to the Company.


                                       10

<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  facts  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, 2001 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 its
operations  including  existing  projects and in the pursuit of future 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  and its  partners to comply with
applicable governmental  regulations and changes thereto; (ix) the profitability
of the Company's 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  ability  to
integrate  the  in-licensed  products  such  as  NMP22(R)   BladderChek(TM)  and
BrachySeed;  (xiii) the success of the Company in obtaining  marketing approvals
for its  products  in Canada and  Europe;  (xiv) 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 (xv) the  ability of  Advanced  Magnetics  Inc.  to satisfy  the  conditions
specified by the FDA regarding approval to market Combidex in the United States.


                                       11
<PAGE>


         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, 2001 and from time to time the  Company's  other  filings with the
Securities and Exchange Commission.

Significant Events in 2002

         During  May  2002,  the  Company  launched  the  palladium  version  of
BrachySeed(TM)  (Pd-103),  a uniquely designed next generation  radioactive seed
implant for the treatment of localized  prostate cancer.  The Company introduced
the iodine  version of BrachySeed  (I-125) in 2001, and since then has increased
its  penetration of the  brachytherapy  iodine  market,  resulting in consistent
quarter-over-quarter   growth  in  BrachySeed  sales.  Despite  such  historical
quarter-over-quarter  sales  increases,  the radioactive  seed implant market is
very competitive and there can be no assurance that such increases will continue
in the future.  The Company is utilizing  its existing  oncology  sales force to
market both BrachySeed products.

         In October 2002,  the Company  entered into a five-year  agreement with
Matritech Inc.  ("Matritech") to be the sole  distributor for Matritech's  NMP22
BladderChek test. NMP22 Bladderchek is a convenient antibody-based point-of-care
diagnostic test for bladder cancer that requires only a few drops of a patient's
urine.  BladderChek  returns  results in thirty minutes and provides  urologists
with an adjunct  technology  to cytoscopy,  a clinical  procedure for the visual
identification  of tumors  in the  bladder,  for  improved  detection  and early
diagnosis.  During  November 2002,  the Company  began promoting  BladderChek to
physicians throughout the U.S. using its in-house urologic-oncology sales force.

        Also in 2002,  the Company  received  regulatory  approval in Canada for
ProstaScint(R),  the Company's radio-labeled monoclonal antibody prostate cancer
imaging  agent.  ProstaScint  was approved for marketing in the United States in
1996. In both Canada and the United States,  ProstaScint is indicated for use in
staging high risk patients newly  diagnosed with prostate cancer who are at risk
for lymph node  metastases  and for  patients  with  recurrent  prostate  cancer
following a radical  prostatectomy who are suspected of having occult metastatic
disease.  In Canada,  ProstaScint is also indicated for use in identifying those
patients with recurrent prostate cancer who are likely to benefit from receiving
local salvage  radiation  therapy.  The Company is reviewing  various options to
introduce both ProstaScint and Quadramet in Canada, either independently or with
a partner.  Quadramet,  which was approved for marketing in Canada in 1998, is a
therapeutic  agent  marketed in the U.S. for the relief of bone pain in prostate
and other types of cancer.  There can be no  assurance,  however,  regarding the
timing of launch for ProstaScint and Quadramet in Canada,  the market acceptance
of the newly launched products including BrachySeed I-125, BrachySeed Pd-103 and
BladderChek and whether these products will significantly  increase the revenues
of the Company.

         In an effort to reduce  expenses  and  position  Cytogen  for  stronger
long-term growth in oncology,  the Company  restructured its AxCell  Biosciences
subsidiary in September 2002. Management intends that the plan, which included a
75% reduction of AxCell's  workforce,  will allow continued  research related to
the  role  of  novel  proteins  and  signal  transduction  pathways  in  disease
progression through both external collaborations and internal data mining. While
AxCell  continues  to pursue  opportunities  in the area of signal  transduction
research,  the  restructuring   reinforces  Cytogen's  corporate  objectives  of
developing and marketing oncology products.


                                       12
<PAGE>

         On  October  25,  2002,  upon the receipt of approval  of the Company's
stockholders  at a duly called and held Special  Meeting of  Stockholders of the
Company,  the Company's Board of Directors  authorized and implemented a reverse
stock  split  (the  "Reverse  Split")  of  Cytogen's  issued,   outstanding  and
authorized shares of common stock at a ratio of one-for-ten.  As a result of the
Reverse Split, one new share of common stock will be issued for every ten shares
of common  stock held by  stockholders  of record as of the close of business on
October 25, 2002. After giving effect to the Reverse Split, the number of shares
of  authorized  common stock is  25,000,000,  and the number of shares of common
stock  issued and  outstanding  at  September  30, 2002 was  8,756,147  (pending
adjustment for the disposition of fractional shares,  which will be paid in cash
based on $0.395  per  share).  The  Reverse  Split is  intended  in part to help
increase the market price of Cytogen's  common stock above the minimum $1.00 per
share as required by the Nasdaq National Market's ("NNM's")  maintenance listing
standards.  On November 11,  2002,  the Company  announced  that it had received
notification  from the Nasdaq Stock  Market,  Inc. that the Company had regained
compliance with the NNM's listing standards regarding minimum bid price.

Results of Operations

Three Months Ended September 30, 2002 and 2001

         Revenues.  Total  revenues  for the  third  quarter  of 2002  were $3.1
million  compared to $2.8 million for the same period in 2001. 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 98%  and 92% of  total
revenues  for the third  quarters  of 2002 and 2001,  respectively.  License and
contract revenues accounted for the remainder of revenues.

         Product  related  revenues  for the  third  quarter  of 2002  were $3.0
million  compared  to $2.6  million  for the  same  period  in  2001.  Sales  of
ProstaScint  accounted for 63% and 65% of product related  revenues in the third
quarters of 2002 and 2001, respectively, while Quadramet royalties accounted for
12% and 22% of product related revenues for such quarters,  respectively.  Sales
of ProstaScint were $1.9 million for the third quarter of 2002,  $217,000 higher
than the $1.7 million  recorded in the third quarter of 2001.  Cytogen  believes
that future growth of ProstaScint  is dependent  upon,  among other things,  the
successful entry into additional  markets and the  implementation  and continued
research  of  new  product   applications  such  as:  (i)  combining  or  fusing
ProstaScint  with CT or MRI scans in a digital overlay;  (ii) using  ProstaScint
scans to guide  therapy,  like  the  placement  of  brachytherapy  seeds  and/or
external  beam  radiation;  (iii) using  ProstaScint  to guide  biopsy;  or (iv)
competitive  re-imbursement  by federal  and private  agencies.  There can be no
assurance,  however, that such initiatives will significantly increase the sales
of ProstaScint.

         Sales of BrachySeed  during the third quarter of 2002 were $698,000 and
accounted for 23% of product related  revenues,  compared to $246,000,  or 9% of
product related revenues,  recorded in the same period of 2001. Since the market
introduction of BrachySeed I-125 in February 2001, the Company has increased its
penetration  of  the   brachytherapy   iodine  market  resulting  in  consistent
quarter-over-quarter  growth.  BrachySeed sales in 2002 also include the initial
sales of  BrachySeed  Pd-103,  which was  launched in May 2002.  There can be no
assurance,  however,  as to the continued  market  penetration of the BrachySeed
I-125 and market  acceptance of BrachySeed  Pd-103  radioactive seed implants or
whether the sale of these products will  significantly  increase the revenues of
the Company in future periods.


                                       13
<PAGE>

          Sales of OncoScint CR/OV during the third quarter of 2002 were $48,000
compared to $74,000 in the same period of 2001.  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.  Accordingly,  the Company will  discontinue
selling  OncoScint  CR/OV at the end of 2002 in  order  to  focus  on its  other
oncology products.

         Quadramet  royalties  for the  third  quarter  of 2002  were  $376,000,
$203,000  less  than the  $579,000  reported  in the same  period  of 2001.  The
decrease was  partially  due to a temporary  and  infrequent  disruption  in the
supply of  Quadramet  from the  manufacturer  of the  product  during  the third
quarter of 2002, which has been resolved. Quadramet is currently marketed in the
U.S. by the Company's marketing partner, Berlex Laboratories ("Berlex"). Cytogen
believes  that future  growth and market  penetration  of  Quadramet  is largely
dependent  upon,  among other  things:  (i) new  clinical  data  supporting  the
expanded and earlier use of Quadramet in various cancers and in combination with
other therapies, such as chemotherarpy and bisphophonates; (ii) establishing the
use of Quadramet at higher doses to target and treat primary bone  cancers;  and
(iii)  increased  marketing  and sales  penetration  to  radiation  and  medical
oncologists.  Although Cytogen believes that Berlex is a capable 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  third  quarter  of 2002 were
$65,000  compared  to $225,000  for the same period of 2001.  As a result of the
Company's  adoption of Securities  and Exchange  Commission's  Staff  Accounting
Bulletin No.101 ("SAB 101") in 2000, license revenues include the recognition of
deferred revenues from certain up-front,  non-refundable license fees previously
recognized in prior years.

         Operating  Expenses.  Total operating expenses for the third quarter of
2002 were  essentially flat at $6.6 million compared to $6.7 million recorded in
the  same  quarter  of  2001,  despite  a  charge  of  $830,000  related  to the
restructuring  of AxCell  recorded in  September  2002,  which is  reflected  in
general and administrative expenses.  Excluding the restructuring charge related
to AxCell,  the third quarter of 2002 operating  expenses  reflect a decrease in
cost of product sales and research and  development  expenses and an increase in
development cost associated with PSMA  Development  Company LLC, a joint venture
between  Cytogen  and  Progenics  Pharmaceuticals,  Inc.  ("Progenics")  for the
development of in vivo  immunotherapies,  utilizing  prostate  specific membrane
antigen or PSMA.

         Cost of product  sales for the third  quarter of 2002 were $1.2 million
compared to $1.4 million  recorded in the same period of 2001. The decrease from
the prior year  period is  primarily  due to the lower  manufacturing  costs for
ProstaScint,  partially  offset  by an  increase  in sales  from our  BrachySeed
products.

         Research and  development  expenses for the third  quarter of 2002 were
$1.3 million  compared to $2.7 million  recorded in the same period of 2001. The
decrease  from the  prior  year  period is  attributable  primarily  to  reduced
expenses  associated  with  AxCell's  signal  transduction  inhibitors  research
programs and the development of a new manufacturing and purification process for
ProstaScint.  During the third quarters of 2002 and 2001,  the Company  invested
$956,000  and  $1.2  million,  respectively,  in  AxCell's  signal  transduction


                                       14
<PAGE>

research activities,  and $0 and $943,000 respectively,  in the development of a
new manufacturing process for ProstaScint.  In connection with the restructuring
plan for AxCell in September 2002,  cost-saving  measures at AxCell are expected
to lower  Cytogen's  annual  operating  expenses by  approximately  $2.2 million
beginning in the fourth  quarter of 2002.  Funding for the  development of a new
manufacturing  process  for  ProstaScint  has been put on hold  pending  further
evaluation of the development results.

         The Company's share in the equity loss in the PSMA  Development LLC was
$1.0 million during the third quarter of 2002 and  represented  50% of the Joint
Venture's  operating results.  The Joint Venture is equally owned by Cytogen and
Progenics. The Company accounts for the Joint Venture using the equity method of
accounting.  Progenics  was  obligated  to fund  the  initial  $3.0  million  of
development costs of the Joint Venture.  Beginning in December 2001, the Company
and Progenics began to equally share the costs of the Joint Venture. The Company
expects  to incur  significant  costs  in the  future  to fund its  share of the
development costs from the Joint Venture.

         Selling  and  marketing  expenses  for the third  quarter  of 2002 were
essentially  flat at $1.4 million compared to $1.5 million in the same period of
2001.  These expenses  included costs  associated  with the product  launches of
BrachySeed I-125 in 2001 and BrachySeed Pd-103 in 2002.

         General and administrative  expenses for the third quarter of 2002 were
$1.7 million  compared to $1.1 million in the same period of 2001.  The increase
from the prior year period is due  primarily to a charge of $830,000  related to
the  restructuring  of AxCell in September 2002,  partially  offset by decreased
spending in legal and professional fees.

         Loss on Investment.  The Company recorded a non-cash charge of $516,000
during the third quarter of 2002 for an  impairment in the carrying  value of an
investment in shares of Northwest  Biotherapeutics,  Inc.  ("Northwest")  common
stock, which the Company had received as part of the acquisition of Prostagen in
1999. The fair value of such investment,  based on the quoted market prices, has
significantly  decreased from its original carrying value of $516,000.  Based on
an  evaluation  of the  financial  condition of Northwest  and the current stock
price,  management  concluded that the decline was other than temporary and that
the carrying amount of this investment would not be recoverable.

         Interest Income/Expense.  Interest income for the third quarter of 2002
was  $75,000  compared to  $162,000  recorded  in the same  period of 2001.  The
decrease  from  the  prior  year  period  is due to a  lower  average  yield  on
investments  during  2002.  Interest  expense for the third  quarter of 2002 was
$43,000  compared  to  $44,000  recorded  in the same  period of 2001.  Interest
expense includes finance charges related to various equipment leases.

           Net Loss.  Net loss for the third  quarter  of 2002 was $4.0  million
compared to $3.8  million  reported in the third  quarter of 2001.  After giving
effect to the  Reverse  Split,  the net loss per share for the third  quarter of
2002 was $0.46  based on  weighted  average  common  shares  outstanding  of 8.7
million, compared to a net loss per share of $0.48 based on the weighted average
common shares outstanding of 7.9 million for the same period in 2001.


                                       15
<PAGE>

Nine months ended September 30, 2002 and 2001

         Revenues.  Total revenues for the nine months ended  September 30, 2002
and 2001 were $9.6 million and $8.7 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 96% of  total  revenues  in 2002
compared  to 92% from  the  comparable  period  of 2001.  License  and  contract
revenues accounted for the remainder of revenues.  For the fiscal year 2002, the
Company  projects  total  revenues to be in the range of $12.5  million to $14.5
million.

         Product  related  revenues for the nine months ended September 30, 2002
and 2001 were $9.2 million and $8.0 million, respectively.  Sales of ProstaScint
accounted for 65% and 72% of product  related  revenues in the nine months ended
September 30, 2002 and 2001,  respectively,  while Quadramet royalties accounted
for 15% and 20% of product  related  revenues  for such  periods,  respectively.
Sales of ProstaScint  were $6.0 million for nine months ended September 30, 2002
compared to $5.7 million in the comparable period of 2001. Cytogen believes that
future  growth of  ProstaScint  is  dependent  upon,  among  other  things,  the
successful entry into additional  markets and the  implementation  and continued
research  of new  product  applications  as  described  above.  There  can be no
assurance,  however, that such initiatives will significantly increase the sales
of ProstaScint.

      Royalties from Quadramet for the nine months ended September 30, 2002 were
$1.4 million  compared to $1.6 million in the same period of 2001.  The decrease
was  partially  due to a temporary  and  infrequent  disruption in the supply of
Quadramet from the manufacturer of the product during the third quarter of 2002,
which has been  resolved.  Quadramet  is  currently  marketed in the U.S. by the
Company's marketing partner,  Berlex Laboratories  ("Berlex").  Cytogen believes
that future  growth and market  penetration  of Quadramet  is largely  dependent
upon,  among other  things:  (i) new clinical data  supporting  the expanded and
earlier  use of  Quadramet  in various  cancers  and in  combination  with other
therapies,  such as chemotherarpy and bisphophonates;  (ii) establishing the use
of Quadramet at higher doses to target and treat primary bone cancers; and (iii)
increased marketing and sales penetration to radiation and medical  oncologists.
Although  Cytogen  believes  that Berlex is a capable  partner,  there can be no
assurance  that Quadramet  will achieve  greater market  penetration on a timely
basis or result in significant revenues for Cytogen.

         Sales of BrachySeed  for the nine months ended  September 30, 2002 were
$1.7 million and  accounted  for 19% of product  related  revenues,  compared to
$350,000 or approximately  4% of product related  revenues  recorded in the same
period of 2001.  The  increase  from the prior year  period is due to  increased
market penetration of BrachySeed I-125 since its market introduction in February
2001, and to the initial sales of BrachySeed  Pd-103,  which was launched in May
2002.  Sales of BrachySeed  Pd-103 have not been  substantial to date, since the
product  is  still in the  initial  launch  phase.  There  can be no  assurance,
however,  as to the continued market  penetration of BrachySeed I-125 and market
acceptance  of  BrachySeed  Pd-103 or whether  the sale of these  products  will
significantly increase the revenues of the Company in future periods.


                                       16
<PAGE>

         Sales of OncoScint  CR/OV were $158,000 in 2002 compared to $299,000 in
the same period of 2001. 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.

Accordingly,  the Company will discontinue selling OncoScint CR/OV at the end of
2002 in order to focus on its other oncology products.

         License and contract  revenues for the nine months ended  September 30,
2002 and 2001  were  $345,000  and  $697,000,  respectively.  As a result of the
Company's  adoption of SAB 101 in 2000,  license revenues for both 2002 and 2001
include  the   recognition   of  deferred   revenues   from   certain   up-front
non-refundable license fees previously recognized in prior years.

         Operating Expenses.  Total operating expenses for the nine months ended
September  30,  2002 were  $21.3  million,  and  included a  one-time,  non-cash
milestone  payment of $2.0 million related to the progress of the dendritic cell
prostate  cancer  clinical  trials at Northwest and a charge of $830,000 for the
restructuring  of AxCell  recorded in September  2002.  Excluding these charges,
operating  expenses  for the nine  months of 2002  would have been flat at $18.5
million  compared to $18.6  million  recorded  in the same  period of 2001.  The
current year  expenditures  reflect an increase in development  costs associated
with  the  PSMA  Development  Company  LLC  and  decreased  expenses  in the new
manufacturing  process for ProstaScint and AxCell's signal transduction research
programs.  For fiscal year 2002, the Company projects total operating  expenses,
excluding  cost of sales and one-time  non-cash  charges,  to be in the range of
$20.0 million to $22.0 million.

         Cost of product sales for the nine months ended September 30, 2002 were
$3.4 million  compared to $3.2 million in the same period of 2001.  The increase
from the  prior  year  period  is due  primarily  to  increases  in sales of our
products and to a $157,000 charge to reserve for excess  inventory for OncoScint
and  ProstaScint,  partially  offset by lower facility  related costs associated
with the manufacturing of ProstaScint.

         Research and  development  expenses for the nine months ended September
30, 2002 were $6.9 million and were flat  compared to the $6.9 million  reported
in the same period of 2001,  despite a one-time,  non-cash  milestone payment of
$2.0 million  related to the progress of dendritic cell prostate cancer clinical
trials at Northwest in 2002.  Excluding this one-time charge,  the 2002 research
and development expenses decreased from the prior year expenditures, as a result
of  reduced  costs  associated  with  AxCell's  signal  transduction  inhibitors
research  programs and the development of a new  manufacturing  and purification
process for  ProstaScint.  During the nine months ended  September  30, 2002 and
2001,  the Company  invested  $3.3 million and $3.6  million,  respectively,  in
AxCell's signal transduction research activities,  and $551,000 and $1.8 million
respectively, in the development of a new manufacturing process for ProstaScint.
In connection with the AxCell restructuring plan in September 2002,  cost-saving
measures at AxCell are expected to lower Cytogen's annual operating  expenses by
approximately  $2.2 million beginning in the fourth quarter of 2002. Funding for
the development of a new purification and manufacturing  process for ProstaScint
has been put on hold pending further evaluation of the development results.

         The Company's share in the equity loss in the PSMA Development LLC, our
joint  venture  with  Progenics  was $2.1  million  during the nine months ended
September 30, 2002 and represented 50% of the Joint Venture's operating results.
The Joint  Venture  is equally  owned by  Cytogen  and  Progenics.  The  Company
accounts for the Joint Venture using the equity method of accounting.  Progenics
was obligated to fund the initial $3.0 million of development costs of the Joint


                                       17
<PAGE>

Venture.  Beginning in December 2001, the Company and Progenics began to equally
share the costs of the Joint Venture.  The Company expects to incur  significant
costs in the  future to fund its share of the  development  costs from the Joint
Venture.

         Selling and  marketing  expenses  were $4.5 million for the nine months
ended  September  30, 2002  compared to $4.8 million in the same period of 2001.
The decrease  from the prior year period is due  primarily  to costs  associated
with the 2001 launch of BrachSeed I-125.

         General and administrative expenses for the nine months ended September
30, 2002 were $4.4 million  compared to $3.7 million in the same period in 2001.
The increase  from the prior year period is due to a charge of $830,000  related
to  restructuring  of AxCell in September  2002, and a stock based  compensation
charge for a key  employee.  The  increase  is  partially  reduced by  decreased
spending in legal and professional fees.

         Loss on Investment.  The Company recorded a non-cash charge of $516,000
during the third quarter of 2002 for an  impairment in the carrying  value of an
investment in shares of Northwest  common stock,  which the Company had received
as part of the  acquisition  of  Prostagen  in  1999.  The  fair  value  of such
investment,  based on the quoted market prices, has dramatically  decreased from
its original carrying value of $516,000. Based on an evaluation of the financial
condition of Northwest and the current stock price,  management  concluded  that
the  decline  was other  than  temporary  and that the  carrying  amount of this
investment would not be recoverable.

         Interest  Income/Expense.  Interest  income for the nine  months  ended
September 30, 2002 was $224,000 compared to $538,000 recorded in the same period
of 2001. The decrease from the prior year period is due a lower average yield on
investments in 2002.  Interest  expense for the nine months ended  September 30,
2002 was  $127,000  compared  to  $136,000  recorded in the same period of 2001.
Interest expense includes finance charges related to various equipment leases.

         Net Loss.  Net loss for the nine months  ended  September  30, 2002 was
$12.2  million  compared  to $9.5  million  recorded in the same period of 2001.
Giving effect to the Reverse  Split,  the net loss per share for the nine months
ended  September  30,  2002 was $1.46 based on weighted  average  common  shares
outstanding  of 8.4  million  compared to a net loss per share of $1.23 based on
the  weighted  average  common  shares  outstanding  of 7.7 million for the same
period in 2001.  As  mentioned  above,  the 2002 net loss  included a  one-time,
non-cash  milestone  of $2.0 million  related to the progress of dendritic  cell
prostate  cancer  clinical  trials at Northwest and a charge of $830,000 for the
restructuring of AxCell in September 2002.

Liquidity and Capital Resources

         The  Company's  cash and cash  equivalents  were  $16.2  million  as of
September 30, 2002,  compared to $11.3 million as of December 31, 2001. The cash
used for operating  activities for the nine months ended  September 30, 2002 was
$6.9 million  compared to $10.5 million in the same period of 2001. The decrease
from the  prior  year  period  is due  primarily  to  improved  working  capital
management  which included a build-up of ProstaScint  inventory in 2001 compared
with a  reduction  in 2002 as the  Company  is in the  process  of seeking a new
manufacturer of ProstaScint. For the fiscal year 2002, the Company projects that
cash used in operations will be in the range of $9.5 million to $10.5 million.


                                       18
<PAGE>

           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  contract
manufacturing  and research  services,  fees paid under license  agreements  and
interest earned on cash and short-term investments.

         The  Company  filed  a shelf  Registration  Statement  on  Form  S-3 to
register 1,000,000 shares of its common stock in October 2001. Such Registration
Statement was declared  effective by the Securities  and Exchange  Commission in
November 2001. The Company may issue such registered shares of common stock from
time to time and may use the proceeds  thereof for general  corporate  purposes,
including,  but not limited to, continued  development and  commercialization of
its proteomics technologies, research and development of additional products and
expansion of its sales and marketing capabilities.  As of September 30, 2002 the
Company  has  registered  713,737  shares  of  common  stock  under  such  shelf
registration  statement and a total of 286,263  shares of the  Company's  common
stock remain available to be registered.

         In January  2002,  the Company  sold 297,067  shares of Cytogen  common
stock to the State of  Wisconsin  Investment  Board  ("SWIB")  for an  aggregate
purchase  price of $8.0  million.  In June 2002,  the Company sold an additional
416,670 shares of Cytogen  common stock for an aggregate  purchase price of $5.0
million. Pursuant to its agreement with SWIB, in January 2002 the Company agreed
not to  enter  into  equity  line  arrangements  in the  future,  issue  certain
securities at less than fair market value or undertake  certain other securities
issuances without requisite stockholder approval.

         In January 2002, the Company  received cash of $1.1 million relating to
the December 2001 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  $634,000 of its remaining  approved $2.4 million of tax benefits
in 2002  assuming the State of New Jersey  continues to fund this  program.  The
actual amount of net operating  losses and tax credits the Company may sell will
also depend upon the  allocation  among  qualifying  companies of an annual pool
established by the State of New Jersey.

         Beginning  in December  2001,  Cytogen and  Progenics  began to equally
share the costs of the Joint  Venture.  Since that date,  Cytogen has recognized
50% of the Joint  Venture's  operating  results,  which,  during the nine months
ended  September  30, 2002 was a loss of $2.1 million.  The Company  expects its
share of losses in the PSMA  Development  Co.  LLC to  continue  at even  higher
levels in subsequent periods.

         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
of clinical trials and research and development activities; and (iv) competitive
and  technological  developments,  in particular,  the Company  expects to incur
significant costs for the development of its PSMA technologies.


                                       19
<PAGE>

         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.  There can be
no assurance as to the success of such  strategies or that resulting  funds will
be sufficient to meet cash requirements  until such time as product revenues are
sufficient to cover  operating  expenses,  if ever. To fund these  strategic and
operating activities,  the Company may sell assets, 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  during 2003. The
Company  cannot assure you that its business or operations  will not change in a
manner that would consume available resources more rapidly than anticipated. The
Company expects that it will have additional  requirements  for capital from the
issuance  of debt or equity  securities,  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  asset  sales,  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.


                                       20
<PAGE>

CRITICAL ACCOUNTING POLICIES

         Financial  Reporting Release No. 60, which was recently released by the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note 1 to our Consolidated  Financial Statements in this
Quarterly  Report  on  Form  10-Q  and  Note  1 to  our  Consolidated  Financial
Statements  in the  Company's  Annual  Report  on Form  10-K for the year  ended
December 31, 2001, include a summary of our significant  accounting policies and
methods used in the preparation of our Consolidated  Financial  Statements.  The
following is a brief discussion of the more significant  accounting policies and
methods used by the  Company.  The  preparation  of the  Company's  Consolidated
Financial Statements requires the Company 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.  The
Company's actual results could differ materially from those estimates.

Revenue Recognition

         The  Company  recognizes  revenue  from the sale of its  products  upon
shipment.  The Company does not grant price  protection to customers.  Quadramet
royalties are recognized when earned. The Securities and Exchange Commission has
issued Staff Accounting  Bulletin (SAB) No. 101,  "Revenue  Recognition",  which
provides guidance on the recognition of up-front,  non-refundable  license fees.
Accordingly,  the Company defers up-front  license fees and recognizes 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

         The  Company's  accounts  receivable  balances  are net of an estimated
allowance  for  uncollectible   accounts.   The  Company   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 the Company has identified.  While the Company
believes  its  reserve  estimate  to be  appropriate,  the  Company  may find it
necessary to adjust its allowance for  uncollectible  accounts if its future bad
debt  expense  exceeds  our  estimated  reserve.   The  Company  is  subject  to
concentration  risks as a limited number of its 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 the Company's inventories.  The Company's products and raw materials are
subject to expiration  dating.  The Company regularly reviews quantities on hand
to determine  the need for reserves  for excess and obsolete  inventories  based
primarily on its estimated  forecast of product sales. The Company's estimate of


                                       21
<PAGE>

future product demand may prove to be inaccurate,  in which case the Company may
have understated or overstated its reserve for excess and obsolete inventories.

Carrying Value of Fixed and Intangible Assets

         The Company's fixed assets and certain of its acquired rights to market
its  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,  the Company 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,  the Company  measures the amount of such impairment by
comparing the carrying  value of the assets to the present value of the expected
future  cash  flows  associated  with  the  use of the  asset.  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.

Item 3 - Quantitative and Qualitative Disclosures 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.

Item 4 - Controls and Procedures

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

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



                                       22
<PAGE>


PART II  -  OTHER INFORMATION

Item 2 - Changes in Securities

Charter Amendment

         On October 25, 2002,  the Company filed a  Certificate  of Amendment to
its Restated Certificate of Incorporation,  as amended (the "Charter Amendment")
with the  Secretary  of State of the State of Delaware.  Such Charter  Amendment
affected a one-for-ten  reverse split (the "Reverse  Split") of all outstanding,
issued and authorized shares of the Company's common Stock,  $0.01 par value per
share (the "Common Stock").  The rights of such  stockholders  holding more than
ten shares of Common Stock as of the close of business on October 25, 2002,  the
record  date  for  determining  shares  affected  by  the  Reverse  Split,  were
unaffected but for the proportionate reduction in the number of shares of Common
Stock so held by each such  stockholder as a result of the Reverse Split.  Those
stockholders  holding less than an aggregate of ten shares of Common Stock,  and
those  stockholders  having holdings not evenly divisible by ten, will receive a
cash payment equal to such stockholder's resulting fractional interest after the
Reverse Split  multiplied  by $0.395,  in lieu of receiving  post-Reverse  Split
shares of Common Stock.

         The Company's  5,400,000 shares of the Company's preferred stock, $0.01
par value per share (the "Preferred Stock")  authorized,  including such 200,000
shares of Preferred Stock designated as Series C Junior Participating  Preferred
Stock, were unaffected by Charter Amendment.

Issuance of Unregistered Shares of Common Stock

         Pursuant to a Stock Exchange Agreement ("Prostagen  Agreement") related
to the Company's  acquisition of Prostagen Inc.  ("Prostagen") in June 1999, the
Company agreed to issue up to an additional $4.0 million worth of Cytogen common
stock  to  the   shareholders  and  debtholders  of  Prostagen  (the  "Prostagen
Partners"), if certain milestones are achieved in the dendritic cell therapy and
PSMA development programs. During the first quarter of 2002, the Company and the
Prostagen Partners agreed that a milestone was achieved based on the progress of
the dendritic cell prostate cancer clinical trials at Northwest Biotherapeutics,
Inc.

         In May 2002,  the Company  entered  into an  addendum to the  Prostagen
Agreement,  as amended in August  2002 (the  "Addendum"),  which  clarifies  the
milestone  payments  to be made under the  Prostagen  Agreement,  as well as the
timing of such payments.  Accordingly, on September 16, 2002, the Company issued
122,699  shares  of  Common  Stock to the  Prostagen  Partners  (the  "Prostagen
Shares") at consideration equivalent to approximately $16.30 per share of Common
Stock in satisfaction  of the stock  liability  recorded in the first quarter of
2002. The Company issued the Prostagen  Shares in  satisfaction of the Company's
current milestone payment liabilities to the Prostagen Partners,  and therefore,
did not receive cash from the  Prostagen  Partners in exchange for the Prostagen
Shares.


                                       23
<PAGE>


         The Company  subsequently  filed a  Registration  Statement on Form S-3
(File No.  333-100315)  (the  "Registration  Statement") with the Securities and
Exchange  Commission  (the  "Commission")  on  October 4, 2002  registering  the
Prostagen Shares. The Registration Statement was subsequently amended on October
21, 2002, and declared effective by the Commission on October 24, 2002.

         The Company  believes that the issuance of the Prostagen  Shares to the
Prostagen  Partners  was exempt  from  registration  under  Section  4(2) of the
Securities  Act of 1933, as amended,  as a transaction  not involving any public
offering.  The Prostagen  Partners had adequate access to information  about the
Company.

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

         On October 25, 2002, the Company held a Special Meeting of Stockholders
(the "Special Meeting").  Information  relating to the matters voted upon at the
Special  Meeting  and the number of votes cast for,  against and  withheld  with
respect to each such matter is contained in the Company's Current Report on Form
8-K which was filed with the  Commission  on  October  25,  2002.  There were no
broker  non-votes with respect to either proposal  presented to the stockholders
of the Company at the Special Meeting.

Item 6  - Exhibits and Reports on Form 8-K

   (a) Exhibits:

     3.1  - Certificate of Amendment to Restated  Certificate of  Incorporation,
          as  amended,  as filed  with the  Secretary  of State of the  State of
          Delaware on October  25,  2002.  Filed as an exhibit to the  Company's
          Current  Report on Form 8-K dated October 25, 2002,  and  incorporated
          herein by reference.

     99.1 -  Certification  of  Disclosure  on Form  10-Q for the  period  ended
          September 30, 2002 by H. Joseph Reiser,  President and Chief Executive
          Officer of Cytogen Corporation. Filed herewith.

     99.2 -  Certification  of  Disclosure  on Form  10-Q for the  period  ended
          September  30, 2002 by Lawrence R. Hoffman,  Vice  President and Chief
          Financial Officer of Cytogen Corporation. Filed herewith.


                                       24
<PAGE>

   (b) Reports on Form 8-K

         During the three months ended September 30, 2002, the Company filed two
         Current   Reports  on  Form  8-K  with  the   Securities  and  Exchange
         Commission.  On August 19, 2002,  the Company filed a Current Report on
         Form 8-K, under "Item 5. Other Events",  on which the Company  reported
         that it had been  notified by the Nasdaq Stock  Market Inc.  ("Nasdaq")
         regarding the  Company's  non-compliance  with the minimum  closing bid
         price  requirement  relating to Cytogen Common Stock.  On September 17,
         2002,  the Company filed a Current  Report on Form 8-K,  under "Item 5.
         Other  Events",  on  which  the  Company:  (i)  reported  the  internal
         restructuring of the Company's AxCell Biosciences subsidiary;  and (ii)
         announced an agreement in principle to enter into a five year agreement
         for  the  Company  to  be  the  sole  United  States   distributor  for
         Matritech's NMP22(R) BladderChek(TM) test.





                                       25
<PAGE>







                                   SIGNATURES

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


                                 CYTOGEN CORPORATION





Date November 13, 2002           By: /s/ H. Joseph Reiser
    ------------------              -------------------------------------------
                                    H. Joseph Reiser
                                    President and Chief Executive Officer




Date November 13, 2002           By /s/ Lawrence R. Hoffman
    ------------------             --------------------------------------------
                                   Lawrence R. Hoffman
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





                                       26
<PAGE>


                                 Certifications

I, H. Joseph Reiser, certify that:

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

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

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

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

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

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

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

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

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

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


                                       27
<PAGE>


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


Date:   November 13, 2002                  /s/  H. Joseph Reiser
        -----------------                 -------------------------------------
                                          H. Joseph Reiser
                                          President and Chief Executive Officer





                                 Certifications

I, Lawrence R. Hoffman, certify that:

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

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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


Date:   November 13, 2002                 /s/  Lawrence R. Hoffman
        -----------------                 -------------------------
                                          Lawrence R. Hoffman
                                          Vice President and
                                           Chief Executive Officer



                                       29