<PAGE>
 
                SECURITIES AND EXCHANGE COMMISSION          Conformed
                      Washington, D.C. 20549                   Copy  

                            FORM 10-Q

          (Mark One)
           [X]  QUARTERLY REPORT PURSUANT TO SECTION 13
                OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
               
          For the quarterly period ended June 30, 1998
                                         -------------

                                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 333-02015 
                                                --------- 
   
                               CYTOGEN Corporation
             ------------------------------------------------------       
             (Exact name of Registrant as specified in its charter)


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


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

       Registrant's telephone number, including area code (609) 987-8200

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days:  Yes X  No   .
                          ---   --- 
     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:

             Class                          Outstanding at August 6, 1998   
----------------------------                -----------------------------   
Common Stock, $.01 par value                           58,591,373      



<PAGE>

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


                          CYTOGEN CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                     (All amounts in thousands, except share data)
                                        (Unaudited)
<TABLE>
<CAPTION>
                                                                         June 30,       December 31,
ASSETS:                                                                    1998              1997    
                                                                         --------       ------------
<S>                                                                   <C>                 <C>       
Current Assets:
 Cash and cash equivalents                                             $   3,018          $   7,401      
 Accounts receivable, net                                                  1,517              4,064 
 Inventories                                                                 313                443 
 Other current assets                                                        146                258 
                                                                       ----------         ----------
   Total current assets                                                    4,994             12,166 
                                                                       ----------         ----------
Property and Equipment:
 Leasehold improvements                                                   10,128             10,126 
 Equipment and furniture                                                   7,786              7,696 
                                                                       ----------         ----------      
                                                                          17,914             17,822 
 Less- Accumulated depreciation and amortization                         (14,587)           (13,910)
                                                                       ----------         ----------
   Net property and equipment                                              3,327              3,912 
                                                                       ----------         ----------

Investment in Subsidiary                                                   9,376             10,343 
Other Assets                                                               1,134              1,134 
                                                                       ----------         ----------
                                                                       $  18,831          $  27,555 
                                                                       ==========         ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
 Accounts payable and accrued liabilities                              $   5,774          $   5,662      
 Current portion of long-term liabilities                                  1,836              1,739
                                                                       ----------         ---------- 
   Total current liabilities                                               7,610              7,401 
                                                                       ----------         ---------- 
Long-Term Liabilities                                                     10,177             10,171 
                                                                       ----------         ----------
           
Stockholders' Equity:
 Preferred stock, $.01 par value, 5,400,000 shares authorized -
   Series A Convertible and Exchangeable Preferred Stock, $.01 par value,
     1,000 shares authorized, 0 and 1,000 shares issued and outstanding  
     in 1998 and 1997, respectively                                            -                  -  
   Series B Convertible Preferred Stock, $.01 par value,
     750 shares authorized, 100 and 750 shares issued and outstanding 
     in 1998 and 1997, respectively                                            -                  -  
   Series C Junior Participating Preferred Stock, $.01 par value,
     200,000 shares authorized, 0 issued and outstanding                       -                  -  
 Common stock, $.01 par value, 89,600,000 shares authorized,
   56,789,000 and 51,170,000 shares issued and outstanding
   in 1998 and 1997, respectively                                            568                512 
 Additional paid-in capital                                              298,324            298,212 
 Accumulated deficit                                                    (297,848)          (288,741)
                                                                       ----------         ----------
   Total stockholders' equity                                              1,044              9,983 
                                                                       ----------         ----------
                                                                       $  18,831          $  27,555 
                                                                       ==========         ==========
</TABLE>

            The accompanying notes are an integral part of these statements. 

                                        2

<PAGE>

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

<TABLE>
<CAPTION>
                                           Second Quarter Ended June 30,    Year-To-Date Ended June 30,
                                           -----------------------------    ---------------------------
                                                 1998            1997            1998           1997    
                                           -----------------------------    --------------------------- 
<S>                                         <C>             <C>             <C>             <C>  
Revenues: 
 Product Related:
   Product Sales                                                 
     ProstaScint                            $    1,458      $     998        $    2,996     $    1,601               
     Quadramet                                     220              -               220              -  
     Others                                        172            312               468            579 
                                            -----------     ----------       -----------     ----------
          Product Sales                          1,850          1,310             3,684          2,180 

   Quadramet Royalty                                33             21             1,664             21 
                                            -----------     ----------       -----------     ----------
          Total Product Related                  1,883          1,331             5,348          2,201 

   License and Contract                            579            837             1,246          3,821 
                                            -----------     ----------       -----------     ----------

          Total Revenues                         2,462          2,168             6,594          6,022
                                            -----------     ----------       -----------     ----------

Operating Expenses:
 Cost of Product Related and 
  Contract Manufacturing Revenues                1,935          1,614             3,835          3,009 
 Research and Development                        2,682          3,842             5,763         11,271 
 Equity Loss in Subsidiary                           -            452             1,020            740 
 Selling and Marketing                           1,283          1,440             2,334          2,567 
 General and Administrative                      1,216          1,372             2,621          2,902 
                                            -----------      ---------       -----------     ----------

          Total Operating Expenses               7,116          8,720            15,573         20,489 
                                            -----------      ---------       -----------     ----------
     
          Operating Loss                        (4,654)        (6,552)           (8,979)       (14,467)

Interest Income                                    222            181               428            445 
Interest Expense                                  (220)           (73)             (437)          (146)
                                            -----------      ---------       -----------     ----------

Net Loss                                        (4,652)        (6,444)           (8,988)       (14,168)
Dividends on Series B Preferred Stock              (37)             -              (119)             -  
                                            -----------       --------        ----------     ----------

Net Loss to Common Stockholders             $   (4,689)     $  (6,444)        $  (9,107)     $  (14,168)          
                                            ===========     ==========        ==========     ===========

Basic and Diluted Net Loss 
    per Common Share                        $    (0.08)     $   (0.13)        $   (0.17)     $    (0.28)
                                            ===========     ==========        ==========     ===========

Basic and Diluted Weighted Average
 Common Shares Outstanding                      55,334         51,129            54,065          51,111 
                                             ==========      =========        ==========     ===========

</TABLE>
               The accompanying notes are an integral part of these statements.

                                            3

<PAGE>

                                   CYTOGEN CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (All amounts in thousands)
                                                (Unaudited)
<TABLE>
<CAPTION>
                                                                   Year-To-Date Ended June 30,
                                                                   ---------------------------  
                                                                        1998            1997          
                                                                   ---------------------------

<S>                                                                <C>              <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                           $  (8,988)       $ (14,168)
                                                                   ----------       ----------
Adjustments to Reconcile Net Loss to Cash Used for
 Operating Activities:
   Depreciation and Amortization                                         677              758 
   Imputed Interest                                                       81              130 
   Stock Grants                                                           11               28 
   Equity Loss in Subsidiary                                           1,020              770 
   Changes in Assets and Liabilities:
     Accounts receivable, net                                          2,547             (980)
     Inventories                                                         130               99 
     Other assets                                                         59              (14)
     Accounts payable and accrued liabilities                            124           (1,046)
     Other liabilities                                                    87                -  
                                                                   ----------       ----------

          Total adjustments                                            4,736             (255)
                                                                   ----------       ----------

     Net cash used for operating activities                           (4,252)         (14,423)
                                                                   ----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Redemption of Short Term Investments                                      -             4,472 
Purchases of Property and Equipment                                      (92)            (336)
                                                                   ----------       ---------- 

     Net cash provided by (used for) investing activities                (92)           4,136 
                                                                   ----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Common Stock                                    26              196 
Principal Payment of Capital Lease Obligations                           (65)             (52)
                                                                   ----------       ----------

     Net cash provided by (used for) financing activities                (39)              144 
                                                                   ----------       -----------

Net Decrease in Cash and Cash Equivalents                             (4,383)          (10,143)

Cash and Cash Equivalents, Beginning of Period                         7,401            20,296 
                                                                    ---------       -----------

Cash and Cash Equivalents, End of Period                            $  3,018        $   10,153 
                                                                    =========       ===========
</TABLE>
            The accompanying notes are an integral part of these statements.
                             
                                             4


<PAGE>

                         CYTOGEN CORPORATION AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
                                
1.  THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company

         CYTOGEN Corporation ("CYTOGEN" or the "Company") is a biopharmaceutical
company engaged in the  development, commercialization and marketing of products
to improve diagnosis and treatment of cancer and other disease.  In March 1997, 
CYTOGEN received approval from U.S. Food and Drug Administration ("FDA") to
market Quadramet , CYTOGEN's product for the relief of  pain due to cancers that
have spread to the skeleton and that can be visualized on a bone scan.  In 
October 1996, CYTOGEN received marketing approval from  FDA for the ProstaScint
imaging agent, CYTOGEN's prostate cancer diagnostic imaging product.  In
December 1992, FDA approved OncoScint CR/OV  imaging agent, CYTOGEN's colorectal
and ovarian cancer specific diagnostic imaging product, for single 
administration per patient. In November 1995, FDA approved an expanded 
indication allowing for repeat administration of OncoScint CR/OV.  All three 
products are currently available in the market place.  Operations of the 
Company are subject to certain risks and uncertainties including, but not 
limited to uncertainties related to access to capital, product market 
acceptance, product efficacy and clinical trials, technological uncertainty, 
uncertainties of future profitability, dependence on collaborative 
relationships and key personnel.  The Company has incurred losses since its 
inception and expects to incur significant operating losses in the future.  
There can be no assurance that the Company will ever be able to commercialize 
successfully its products or that profitability will ever be achieved. 

         The accompanying financial statements have been prepared on a going 
concern basis, which contemplates the realization of assets and satisfaction of 
liabilities in the normal course of business.  Management believes the 
Company's existing capital resources and other available sources of financing  
will be adequate to fund the Company's operations into 1999.  Additional 
financings are available under certain conditions through the sale of 
Preferred Stock under an existing financing commitment.  Currently, 
the Company does not meet all of the conditions to draw down additional
funds.  Based on the Company's historical ability to raise capital and current 
market conditions, the Company believes other financing alternatives 
(including arrangements with collaborative partners) are  available.  There 
can be no assurance that the existing Preferred Stock financing commitment
or other financial alternatives will be available when needed or at terms 
commercially acceptable to the Company.  If necessary, management believes it 
has the ability to reduce its operating expenses so the Company will have 
adequate cash flow to sustain operations into 1999.  If an operating expense 
reduction plan was implemented, it would require the Company to delay, scale
back or eliminate significant aspects of the Company's operations.

                                   5

<PAGE>

                  CYTOGEN CORPORATION AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

Basis of Consolidation

     The consolidated financial statements include the accounts of CYTOGEN 
and its wholly-owned subsidiaries, AxCell Biosciences Corporation ("AxCell") 
and Cellcor, Inc. ("Cellcor").   The financial statements also include the 
losses of Targon Corporation ("Targon") through March 31, 1998, which 
are accounted for on the equity method (see Investment in Subsidiary).  
Intercompany balances and transactions have been eliminated in consolidation. 

Basis of Presentation

     The consolidated financial statements of CYTOGEN Corporation 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 generally accepted accounting principles and should be read
in conjunction with the consolidated financial statements and notes thereto 
included in the Company's Annual Report on Form 10-K/A, filed with the 
Securities and Exchange Commission, which includes financial statements as 
of and for the year ended December 31, 1997.  The results of the 
Company's operations for any interim period are not necessarily indicative 
of the results of the Company's operations for any other interim period or 
for a full year.

Cash and Cash Equivalents 

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

Investment in Subsidiary (Targon Corporation)

     As discussed in Note 3, on March 31, 1998, the Company's ownership 
interest in Targon was reduced from 99.75% to 49.875%.  As a result, the 
Company began accounting for its investment in Targon using the equity method. 
In addition, the Company retroactively adopted Emerging Issues Task 
Force (EITF) 96-16.  Under the equity method, the Company recognized 100% of
Targon's losses in its consolidated statement of operations as "Equity Loss in 
Subsidiary" with a corresponding reduction in the carrying amount of its 
investment.  The use of the equity method had no effect on the Company's 
previously reported net loss, stockholders' equity or cash flows.  Included 
in "Investment in Subsidiary" was  a $10 million note receivable from Targon
which bears interest at the six month LIBOR plus 1%, and was  adjusted on 
a semi-annual basis.  This amount was reduced by the equity losses discussed 
above.  Included in long-term liabilities was a $10 million loan payable 
to Elan Corporation, plc ("Elan"), the proceed of which was used to fund
Targon.  This loan bears interest at the same terms as described above. 

                                      6

<PAGE>

                      CYTOGEN CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

     As a result of the restatement, approximately $549,000 and $941,000 of 
research and development expenses  recorded in the second quarter and 
year-to-date periods ended June 30, 1997, respectively,  were  reclassified 
to "Equity Loss in Subsidiary".  The primary effect on the December
31, 1997 balance sheet was the reclassification of Restricted Cash to  
"Investment in Subsidiary". All other changes were immaterial.

     On August 12, 1998 the Company sold its remaining ownership interest 
in Targon to Elan for $2.0 million (see Note 3). As a result, the 
Company will recognize a gain of approximately $2.6 million in its 
statement of operations in the third quarter of 1998.  The Company did 
not recognize any of Targon's losses after March 31, 1998. 

Net Loss Per Share

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

Reclassifications

     Certain reclassifications have been reflected in the 1997 
financial statements to conform with the 1998 presentation.

New Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No. 130, which establishes standards 
for reporting and disclosure of comprehensive income.  SFAS No. 130 is 
effective for interim and annual periods beginning after December 15, 1997.  
SFAS No. 130 requires additional disclosures in the Company's consolidated
financial statements, but does not have any impact on the Company's financial
position or consolidated results of operations.  The Company has reviewed 
SFAS No. 130 and determined that for the second quarter and year-to-date 
periods ended June 30, 1998 and 1997, no items meeting the definition of 
comprehensive income as specified in SFAS No. 130 existed in the financial
statements.  As a result, no disclosure is necessary to comply with 
SFAS No. 130.


2.  QUADRAMET RELATED REVENUES/EXPENSES:

     In March 1997, the Company received marketing approval from FDA for 
Quadramet.  As a result of the approval CYTOGEN recorded a milestone payment 
of $2.0 million from The DuPont Merck Pharmaceutical Company 
("DuPont Merck"), for manufacturing and marketing rights to Quadramet, 
and also recorded a $4.0 million milestone payment to The Dow Chemical Company 

                                   7

<PAGE>

                   CYTOGEN CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)

("Dow") for the exclusive license to Quadramet.  From the time of
product launch in the second quarter of 1997 up to June 3, 1998,
CYTOGEN recorded royalty revenues from DuPont Merck based on a
percentage of sales of Quadramet or guaranteed contractual minimum
royalty payments, whichever was greater.  For the second quarter
and year-to-date periods ended June 30, 1998, CYTOGEN recognized
$33,000 and $1.7 million, respectively, in royalty revenues
compared to $21,000 recorded in each of the comparable periods of
the prior year.  Actual sales were substantially less than the
minimum royalties.  On June 3, 1998, pursuant to an agreement
between CYTOGEN and DuPont Merck, the minimum royalty arrangement
was discontinued and CYTOGEN reclaimed the marketing rights to
Quadramet.  As a result, CYTOGEN is expanding its own sales efforts
to include Quadramet.  Through their own technical specialists,
CYTOGEN has been informing the physicians at more than 200 clinical
sites that are certified to use ProstaScint about the benefits of
Quadramet.  CYTOGEN will also begin marketing Quadramet directly to
all national cancer centers.  CYTOGEN recorded $220,000 of
Quadramet sales in the second quarter of 1998 under the new
arrangement.

     CYTOGEN has also paid royalty expenses to Dow since the
product launch in 1997.  The royalty expenses are based on a
percentage of sales of Quadramet or guaranteed contractual minimum
royalty payments, whichever is greater.  For the second quarter and
year-to-date periods ended June 30, 1998, CYTOGEN recorded $125,000
and $250,000, respectively, in royalty expenses compared to $27,000
recorded in each of the comparable periods of 1997.


3.  TARGON CORPORATION:

     Targon was established in September 1996 pursuant to
agreements between CYTOGEN and Elan and  was a majority-owned
(99.75%) subsidiary of CYTOGEN.  On March 31, 1998, Elan exchanged
its shares of the Company's Series A Convertible Preferred Stock
for 50% of CYTOGEN's interest in Targon.  On August 12, 1998,
CYTOGEN sold its remaining 49.875% interest in Targon to Elan for
$2.0 million (see Note 1).  In addition, on August 14, 1998,
CYTOGEN received $2.0 million from Elan in exchange for a convertible 
promissory note.  The note is convertible into CYTOGEN common
shares at $2.80 per share, subject to adjustments and matures in
seven years.  The note bears interest of 7% compounded semi-annually, however, 
such interest shall not be payable in cash but shall be added to the 
principal for the first 24 months; thereafter, interest shall be payable in 
cash.  As a result of the sale, the warrant to purchase up to 1 million 
shares of CYTOGEN common stock previously granted to Elan and all notes 
among CYTOGEN, Elan and Targon were canceled.


4.  CONVERSION OF CYTOGEN'S SERIES B PREFERRED STOCK:

     During the second quarter and year-to-date periods of 1998, the
aggregate face amounts of $3.5 million and $6.5 million, respectively, 
of the Company's Series B Preferred Stock ("Series B") 


                                   8
<PAGE>
              CYTOGEN CORPORATION AND SUBSIDIARIES
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


issued in December 1997 were converted into common stock resulting
in the issuance of 3,422,549 and 5,580,309 shares, respectively, of
CYTOGEN common stock for both the conversion and accrued dividends. 
On July 1, 1998, all remaining Series B was converted into common
stock resulting in the issuance of 1,796,745 shares including stock
dividends.


5.  SERIES C JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS

     One Series C Junior Participating Preferred Stock purchase
right (the "Right") which has a redemption value of $0.01 was
distributed as a dividend for each of CYTOGEN common share
held of record as of the close of June 30, 1998.  The Rights will
be exercisable if a person or a group acquires beneficial ownership
of 20% or more of CYTOGEN common stock and can be made exercisable
by action of CYTOGEN's Board of Directors if a person or a group
commences a tender offer which would result in such person or group
beneficially owning 20% or more of CYTOGEN common stock.  Each
Right will entitle the holder to buy one one-thousandth of a share
of Series C Junior Participating  Preferred Stock for $20.  The        
Rights will expire on June 19, 2008.


                                  9

<PAGE>

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


     From time to time, as used herein, the term "Company" may
include CYTOGEN  and its wholly owned subsidiaries AxCell and
Cellcor, taken as a whole, where appropriate.

Results of Operations

     Background.  To date, the Company's revenues have resulted
primarily from  (i) sales of  ProstaScint and OncoScint, and
starting on June 3, 1998, sales of Quadramet, (ii)  royalties
earned through June 2, 1998 on Quadramet sales by DuPont Merck,
(iii) the recovery of costs  related to the treatment of patients
receiving autolymphocyte therapy ("ALT") for metastatic renal cell
carcinoma ("mRCC") under a Treatment Investigational New Drug
program and compassionate protocol which permits patients who do
not qualify for or have completed treatment under an ongoing study
approved by FDA to receive treatment, (iv) payments received from
contract  manufacturing and research services pursuant to agreements, 
(v) fees generated from the licensing of its technology and
marketing rights to its products, and (vi) milestone payments
received when events stipulated in the collaborative agreements
with third parties have been achieved.

     In May 1997, CYTOGEN launched Quadramet, a drug used to
relieve pain associated with cancers that have spread to the
skeleton and can be visualized on a bone scan.  Quadramet was
manufactured and marketed in the United States by DuPont Merck. 
Under this arrangement, CYTOGEN recorded royalty revenues based on
a percentage of sales of Quadramet or guaranteed contractual
minimum royalty payments, whichever was greater.  Actual sales were
substantially less than the minimum royalties.  On June 3, 1998,
pursuant to an agreement between CYTOGEN and DuPont Merck, CYTOGEN
reclaimed marketing rights to Quadramet and the minimum royalty
arrangement was terminated.  As a result, near-term royalty
revenues are adversely affected and Quadramet revenues are now
based on actual sales.

     As part of the agreement,  DuPont Merck has begun efforts to
identify a new partner to market Quadramet.  DuPont Merck continues
to manufacture Quadramet and CYTOGEN is expanding its own sales
efforts to include Quadramet.  Through their own technical
specialists, CYTOGEN has been informing the physicians at more than
200 clinical sites that are certified to use ProstaScint about the
benefits of Quadramet.  CYTOGEN will also begin marketing Quadramet 
directly to all national cancer centers.

     CYTOGEN is currently reviewing its options for sale or
closure of the Cellcor subsidiary to focus on its primary business
of marketing Quadramet and ProstaScint.  The Company anticipates
that this action will reduce operating expenses significantly and
permit allocation of additional resources to other Company
priorities.  Cellcor management is seeking potential partners for the 
future funding and development of ALT, but, operations will cease on or 
about mid September 1998 should a transaction appear not likely to be 
concluded promptly.  Management of Cellcor has expressed interest in a 
buyout of the operation, which the Board is considering while remaining 
open to discussions with other interested parties. 

                                  10


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


     On August 12, 1998, CYTOGEN completed the sale of its
remaining 49.875% ownership interest of Targon to Elan for $2.0
million  As a result, the Company did not recognize any of Targon's
losses after March 31, 1998 and will recognize a gain of approximately 
$2.6 million in its statement of operations in the third
quarter of 1998.  All previous notes among CYTOGEN, Targon and Elan
were canceled.  Also on August 14, 1998, CYTOGEN received $2.0
million from Elan in exchange for a convertible promissory note.
See Note 3 to The Consolidated Financial Statements.

Second quarter ended June 30, 1998 and 1997

     Revenues.  Total revenues for the second quarter in 1998
and 1997 were $2.5 million and $2.2 million, respectively.  The
product related revenues, which included product sales and
Quadramet royalties, accounted for 76% of total revenues in 1998
versus 61% from the same period of 1997.  License and contract
revenues accounted for the remainder of revenues with 24% and 39%
of total revenues recorded in the second quarter of 1998 and 1997,
respectively.

     Product related revenues for the second quarter in 1998 and
1997 were $1.9 million and $1.3 million, respectively.  ProstaScint
accounted for 77% and 75% of product related revenues in the second
quarter of 1998 and 1997, respectively, while Quadramet royalties
and sales revenue accounted for 13% and 2% of product related
revenues for the comparable periods in 1998 and 1997, respectively
(see Note 2 to The Consolidated Financial Statements).  ProstaScint
and Quadramet were introduced to the market during the first and
second quarter of 1997, respectively.  The increase of ProstaScint
sales over prior year period was attributable to the increased
market acceptance of the product, as well as to the increased
number of Partners in Excellence (" PIETM") sites which are
qualified to offer ProstaScint scans.  The increase in PIE sites
has included a number of major cancer centers across the country. 
Sales of ProstaScint were $1.5 million in the second quarter of
1998 compared to $1.0 million in the second quarter of 1997, while
revenues from Quadramet were $253,000 in the second quarter of 1998
compared to $21,000 in the second quarter of 1997.  Revenues from
Others including sales from OncoScint and ALT treatments were
$172,000 in 1998 compared to $312,000 recorded in the comparable
period of 1997.  

     License and contract revenues for the second quarter  in 1998
and 1997 were $579,000 and $837,000, respectively.  The second
quarter 1998 license and contract revenues included $427,000 in
contract manufacturing revenues from eight customers and $110,000
from Boston Life Sciences  for clinical services.  The second
quarter 1997 revenues included $365,000 and $215,000 in research
revenues from DuPont Merck for continued clinical development of
Quadramet and from Elan, respectively, and $257,000 in contract
manufacturing revenues from six  customers.  License and contract
revenues have fluctuated in the past and may fluctuate in the
future.

     Operating Expenses.  The current year operating expenses
reflect the Company's continued efforts to control spending.  In
the second quarter of 1998, operating expenses were $7.1 million
compared to $8.7 million recorded in the same period of 1997.  In
addition to savings attributable to cost containing efforts, the
decrease from the prior year is also due to the absence of Targon's
loss in the second quarter of 1998 (see Note 1 to Consolidated
Financial Statements),  partially offset by increased costs in 1998


                              11

<PAGE>

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

from royalty expenses and manufacturing costs associated with
higher product related and contract manufacturing revenues. 

     Cost of product related and contract manufacturing revenues
for the second quarter of 1998 were $1.9 million compared to $1.6
million recorded in the same period of the prior year.  The
increase from the prior year period is due primarily to increased
manufacturing costs associated with increased revenues in 1998, and
royalty expenses related to Quadramet (see Note 2 to the Consolidated 
Financial Statements).

     Research and development expenses for the second quarter of
1998 were $2.7 million  compared to $3.8 million recorded in the
same period of 1997.  These expenses principally reflect product
development efforts and support of clinical trials.  The decrease
from the prior year period is due to various savings from the
Company's product development efforts in 1998.

     Equity loss in subsidiary (Targon) for the second quarter of  
1998 and 1997 was $0 and $452,000, respectively.  As a result of a 
sale of CYTOGEN's ownership interest in Targon to Elan, CYTOGEN did 
not recognize any of Targon's losses after March 31, 1998 (see Note 1 
to the Consolidated Financial Statements).  In connection with the sale, 
CYTOGEN will recognize a gain of approximately $2.6 million in its 
statement of operations for the third quarter of 1998. 

     Selling and marketing expenses were $1.3 million and $1.4 million for 
the second quarter of 1998 and 1997, respectively.  The 1998 expenses 
reflected the marketing efforts to increase ProstaScint sales and 
expenses to establish and maintain PIE sites.  The 1997 expenses included
expenses associated with ProstaScint launch and PIE program.

     General and administrative expenses for the second quarter in 1998 
were $1.2 million which is lower than the $1.4 million recorded in 
the comparable period of 1997 due to cost containment efforts. 

     Interest Income/Expense.  Interest income for the second quarter in 
1998 was $222,000 compared to $181,000 realized in the same period of 1997.  
The increase from the prior year period is due to the $171,000 interest 
income realized in the second quarter of 1998 from the $10.0 million
note due to CYTOGEN from Targon, partially offset by lower investment 
income due to lower cash and short term investment balances for the 
periods.  The $10.0 million note was canceled as a result of a sale 
to Elan of CYTOGEN's ownership in Targon on August 12, 1998. 

     Interest expense for the second quarter of 1998 was $220,000
compared to $73,000 recorded in the same period of 1997.  The
increase from the prior year period is due to the second quarter
1998 interest expense of $171,000 associated with the $10.0 million
note due to Elan, which was  canceled as a result of a sale to Elan of CYTOGEN's
ownership in Targon on August 12, 1998.


                                  12

<PAGE>

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

     Net Loss.  Net loss to common stockholders for the second
quarter in 1998 was $4.7 million compared to a net loss of $6.4
million incurred in the same period of 1997.  The loss per common
share was $0.08 on 55.3  million average common shares outstanding
compared to $0.13 on 51.1 million average common shares outstanding
for the same period in 1997.  The 1998 net loss to common stockholders 
included $37,000 of accrued dividends on the Series B Preferred Stock.

Year-to-date periods ended June 30, 1998 and 1997

     Revenues.  Total revenues for the year-to-date periods of 
1998 and 1997 were $6.6 million and $6.0 million, respectively. 
The product related revenues accounted for 81% of total revenues in
1998 versus 37% from the same period of the prior year.  License
and contract revenues accounted for the remainder of revenues with
19% and 63% of total revenues recorded in the year-to-date periods
of 1998 and 1997, respectively.

     Product related revenues for the year-to-date periods  in
1998 and 1997 were $5.3  million and $2.2 million, respectively. 
ProstaScint accounted for 56% and 73% of  product related  revenues
in 1998 and 1997, respectively, while Quadramet royalty and sales
revenue accounted for 35% and 1% of product related revenues in
1998 and 1997, respectively (see Note 2 to The Consolidated
Financial Statements).  Sales from ProstaScint were $3.0 million in
the year-to-date period of 1998 compared to $1.6 million in the
comparable period of 1997.  Royalty and sales revenues from
Quadramet were $1.9 million and $21,000 in 1998 and 1997, respectively.  
Revenues from Others including sales from OncoScint and
ALT treatments were $468,000 in 1998 compared to $579,000 recorded
in the comparable period of 1997. 

     License and contract revenues for the year-to-date periods 
in 1998 and 1997 were $1.2 million and $3.8 million, respectively. 
The 1998 license and contract revenues included $912,000 in
contract manufacturing revenues from nine customers, $176,000 from
Boston Life Sciences for clinical services  and $75,000 in a
milestone payment from Faulding (Canada), Inc.  The 1997 revenues
included a $2.0 million milestone payment from DuPont Merck,
$729,000 and $532,000 in research revenues from DuPont Merck for
continued clinical development of Quadramet and from Elan,
respectively, and $410,000 in contract manufacturing revenues from
eight  customers. 

     Operating Expenses.  As mentioned above,  the current year
operating expenses reflect the Company's continued efforts to
control spending.  For the year-to-date period in 1998, operating
expenses were $15.6 million compared to $20.5 million recorded in
the same period of 1997.  The decrease from the prior year period
is due to a one-time $4.0 million milestone payment to Dow recorded
in the first quarter of 1997 upon the approval of Quadramet by FDA
and the overall savings from cost containing efforts in 1998, 
partially offset by increased costs in 1998 from royalty expenses 
and manufacturing costs associated with higher product related and
contract manufacturing revenues. 

     Cost of product related and contract manufacturing revenues
for the year-to-date period in 1998 were $3.8 million compared to
$3.0 million recorded in the same period of 1997.  The increase
from the prior period is due primarily to increased manufacturing


                                13

<PAGE>

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

costs associated with increased revenues in 1998, and royalty
expenses related to Quadramet (see Note 2 to the Consolidated
Financial Statements).

     Research and development expenses for the year-to-date period
in 1998 were $5.8 million  compared to $11.3  million recorded in
the same period of 1997.  These expenses principally reflect
product development efforts and support of clinical trials.  The
decrease from the prior year period is due to the aforementioned
$4.0 million milestone payment to Dow in the first quarter of 1997
combined with various savings from the Company's product development 
efforts in 1998.

     Equity loss in subsidiary (Targon) for the year-to date periods 
in 1998 and 1997 was $1.0 million and $740,000, respectively.  Targon's 
expenses reflected product development and clinical trials programs.  
During the first quarter of 1998, Targon's program costs and 
commitments had increased due to the financial support of the Duke 
University research agreement, the addition of costs related to new 
products acquired by Targon and the acceleration of clinical programs.  
Targon's losses were not recorded after March 31, 1998 as a result of 
the sale of CYTOGEN's ownership interest in Targon to Elan  (see Note 1 
to the Consolidated Financial Statements). In addition, CYTOGEN will
record a gain of approximately $2.6 million in its statement of
operations in the third quarter 1998 for this transaction.

     Selling and marketing expenses were $2.3 million and $2.6
million for the year-to-date periods of 1998 and 1997, respectively.  
The 1998 expenses reflected the marketing efforts to increase ProstaScint 
sales and expenses to establish and maintain PIE sites.  The 1997 expenses 
included expenses associated with ProstaScint launch and PIE program.

     General and administrative expenses for year-to-date period
in 1998 were $2.6 million which is slightly lower than the $2.9
million recorded in the comparable period of 1997. 

     Interest Income/Expense.  Interest income for the year-to-date 
period in 1998 was $428,000 compared to $445,000 realized in
the same period in 1997.  The increase from the prior year period
is due to the $339,000 interest income realized in 1998 from the
$10.0 million note due to CYTOGEN from Targon, partially offset by
lower investment  income due to lower cash and short term investment 
balances for the periods. As mentioned above,  the note was canceled as 
a result of a sale of Targon to Elan.

     Interest expense for the year-to-date period in 1998  was $437,000 
compared to $146,000 recorded in the same period of 1997.  The increase from 
the prior year period is due to the 1998 interest expense of $339,000 
associated with the $10.0 million note due to Elan which was canceled
as a result of a sale of Targon to Elan in August 1998.  

     Net Loss.  Net loss to common stockholders for the year-to-date 
period of 1998  was $9.1 million compared to a net loss of $14.2 million 
incurred in the same period of 1997.  The loss per common share was $0.17 
on 54.1  million average common shares outstanding compared to $0.28

                                   14

<PAGE>

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

on 51.1 million average common shares outstanding for the same period in 1997.  
The 1998 net loss to common stockholders included $119,000 of accrued 
dividends on the Series B Preferred Stock. 


Liquidity and Capital Resources

     The Company's cash and cash equivalents were $3.0 million as of June 30, 
1998,  compared to $7.4 million as of December 31, 1997 and $2.5 million 
as of March 31, 1998.  The cash used for operating activities for the 
year-to-date period ended June 30, 1998 was $4.3 million compared to
$14.4 million in the same period of 1997.  The decrease in cash usage for 
operating activities from the prior year period was primarily due to 
lower research and development spendings and to the receipts of revenues 
generated from Quadramet and ProstaScint.

     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 its license agreements
and interest earned on its note receivable from Targon and its cash and 
short term investments.   
     
     On August 14, 1998, CYTOGEN received $4.0 million from Elan, $2.0 million
for the purchase of CYTOGEN's remaining interest in Targon and $2.0 million 
in exchange for a convertible promissory note.  The note is convertible into 
CYTOGEN common shares at $2.80 per share, subject to adjustments,  and matures 
in seven years.  The note bears interest of 7% compounded semi-annually, 
however, such interest shall not be payable in cash but shall be added
to the principal for the first 24 months; thereafter, interest shall be payable 
in cash.  
      
     In  1997, the Company completed $7.5 million of a $20.0 million financing 
commitment with a group of private investors, whereby the Company, on 
satisfaction of certain conditions, has the option to draw down  the balance 
of the commitment or $12.5 million over the course of 1998.  The financing is 
in the form of a 6% convertible preferred stock which is convertible by the 
investors at any time and convertible or redeemable by the Company, at 
its option, in three years. The dividend is payable in cash or common stock of 
CYTOGEN at the Company's option at the earlier of the conversion date or 
when and as declared by the Board of Directors (see Note 4 to the Consolidated 
Financial Statements).  Currently, the Company does not meet all of the 
conditions to draw down the additional funds.

     Quadramet.  Quadramet was launched by DuPont Merck in June 1997.   An 
agreement in 1994  between CYTOGEN and DuPont Merck provided for CYTOGEN to 
receive from DuPont Merck royalty revenues based on a percentage of sales of 
Quadramet or guaranteed contractual minimum royalty payments, whichever was 
greater.  Actual sales were substantially less than the minimum royalties.  
For the year-to-date periods ended June 30, 1998 and 1997, CYTOGEN recorded 
$1.7 million and $21,000, respectively,  in royalty revenues for Quadramet.  
The minimum royalty arrangement was discontinued on June 3, 1998 (see 
Note 2 to the Consolidated Financial Statements).  As a result, near-term 


                                    15

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

royalty revenues are affected adversely.  CYTOGEN reclaims
the marketing rights to Quadramet from DuPont Merck and beginning on 
June 3, 1998, Quadramet revenues are recorded based on actual sales.  
CYTOGEN recorded $220,000 of Quadramet sales for 1998.  

     CYTOGEN acquired from Dow an exclusive license to Quadramet in the U.S., 
Canada and Latin America.  The agreement  requires  the Company to pay Dow  
royalties based on a percentage of net sales of Quadramet, or  guaranteed 
contractual minimum payments, whichever is greater, and future  payments 
upon achievement of certain milestones.  Minimum royalties due Dow for 1998
are $500,000.  For the year-to-date periods ended June 30, 1998 and 1997, the 
Company recorded $250,000 and $27,000 in royalty expenses for Quadramet. 

      ProstaScint. ProstaScint was launched in February 1997.  Significant 
cash will be required to support the Company's marketing program and 
expansion and maintenance of the PIE program.

     In 1996, CYTOGEN entered into an agreement with Bard 
(the "Co-Promotion Agreement") to market and promote ProstaScint, pursuant 
to which Bard will make payments upon the occurrence of certain milestones, 
which include expansion of co-marketing rights in selected countries outside
the U.S.  During the term of the Co-Promotion Agreement, Bard will receive 
performance-based compensation for its services.  For the year-to-date 
periods in 1998 and 1997,  the Company recorded $300,000 and $217,000, 
respectively, for Bard commissions. 

     OncoScint CR/OV.  To date, sales of OncoScint CR/OV have not been 
material and are not expected to become a significant source of cash flow 
in the future.  In 1994, the Company reacquired all U.S. marketing rights 
to OncoScint from Knoll Pharmaceuticals Company ("Knoll")  and is required 
to pay Knoll $1.7 million on or before December 15, 1998 in addition to accrued
interest from July 1, 1998 (the original due date) through the date of 
payment at the prevailing prime rate of interest as of such date.  The 
Company will fund this payment from product related revenues and other sources. 

     In July 1997, the Company obtained a $10.0 million loan from Elan.  
The funds were used by CYTOGEN to provide funding to Targon.  The note was
canceled as a result of a sale of Targon to Elan  (see Note 3 to the 
Consolidated Financial Statements).  For the year-to-date period in 1998,
the Company recorded $339,000 of  interest expense in connection with this 
note.     

     The Company's capital and operating requirements may change depending 
upon various factors, including: (i) the ability of DuPont Merck, with 
CYTOGEN's collaboration, to successfully identify and engage a third party 
to market Quadramet and achieve its full market potential; (ii) the
success of the Company and its strategic partners in manufacturing, marketing 
and commercialization of its products; (iii) the amount of resources which 
the Company devotes to clinical evaluations and the expansion of marketing 
and sales capabilities; (iv) results of preclinical testing, clinical trials
and research and development activities; and (v) competitive and technological 
developments. 


                                  16

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

     The Company's financial objectives are to meet its capital and 
operating requirements through revenues from existing products, contract 
manufacturing, license and research contracts, and from control of spending.  
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.  
The Company currently has no commitments or specific plans for acquisitions 
or strategic alliances.  However, the Company believes that, if successful, 
such strategies may increase long term revenues.  There can be no assurance 
as to the success of such strategies or that resulting funds will be
sufficient to meet cash requirements until product revenues are sufficient 
to cover operating expenses.  To fund these strategic and operating 
activities, the Company may sell equity and 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 complete its planned product development 
efforts, including acquisition of products and complementary technologies,
research and development, clinical studies and regulatory activities, and 
to further expand its marketing, sales, manufacturing and distribution 
activities.  The Company expects that its existing capital resources and 
other available sources of financing will be adequate, together with decreased
operating costs,  to fund the Company's operations into 1999.  No assurance 
can be given that the Company will not consume a significant amount of its 
available resources before that time.  In addition, the Company expects 
that it will have additional requirements for debt or equity capital,
irrespective of whether and when it reaches profitability, for further 
development of products, 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 preclinical studies and 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 funds generated from the Company's 
product-related and license and contract revenues, together with its 
existing capital resources are insufficient to meet current or
planned operating requirements, the Company will be required to obtain 
additional funds through equity or debt financing, strategic alliances 
with corporate partners and others, or through other sources.  The Company 
has a commitment pursuant to which it may issue up to $12.5 million in
additional series of convertible preferred stock, under certain conditions.  
Currently, the Company does not meet all of the conditions to draw down the 
additional funds.  Based on the Company's historical ability to raise capital 
and current market conditions, the Company believes other financing
alternatives are available.  There can be no assurance that the financing 
commitment described above or other financial alternatives 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, scale


                                    17

<PAGE>

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.  However, the Company 
believes that it has the ability to reduce its operating expenses so that 
it will have adequate cash flow to sustain operations into 1999.  
                                                        
                      ======================                                 
                       Cautionary Statement

     The foregoing discussion contains historical information as well as 
forward looking statements that involve a number of risks and uncertainties.  
In addition to the risks discussed above, among other factors that could cause 
actual results to differ materially from expected results are the following: 
(i) the Company's ability to continue as a going concern if the Company is 
unable to raise sufficient funds or generate sufficient cash flows from 
operations to cover the cost of its operations; (ii) the Company's ability 
to access the capital markets in the near term and in the future for
continued funding of existing projects and for the pursuit of new projects; 
(iii) the timing and results of clinical studies; (iv) market acceptance of 
the Company's products, including programs designed to facilitate use of 
the products, such as the PIE Program; (v) the decision by the majority 
of public and private insurance carriers on whether to  reimburse patients 
for the Company's products; (vi) the profitability of its products; (vii) the 
ability to attract, and the ultimate success of strategic partnering
arrangements, collaborations, and acquisition candidates; (viii) the ability 
to attract additional contract manufacturing customers; (ix) 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; (x) the success of the Company's 
marketing partners in obtaining marketing approvals in Canada and in European 
countries, in achieving milestones and achieving sales of products resulting
in royalties; and (xi) the engagement by the Company of a new partner for the 
marketing of Quadramet.



PART II  -  OTHER INFORMATION
-------     -----------------
     
Item 3   -    Legal Proceedings

         During March 1998, a lawsuit was instituted against the Company in the 
         Federal District Court for the Eastern District of Pennsylvania by 
         Quaker Capital Group ("Quaker"), claiming rights to fees in connection 
         with a financing concluded by the Company in December 1997, based on a 
         financing engagement entered with Quaker during 1997.  During July, 
         1998, the Company entered into a settlement with Quaker dismissing the
         lawsuit and terminating the financing agreement.  Although the Company 
         believes it had substantial defense to the claim and meritorious 
         claims against Quaker, it settled the case for an amount it believed 
         appropriate in order to avoid the costs and distractions of 
         litigation.  The amount of the settlement was not material.     

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

         On June 17, 1998, the Company held its annual meeting of
         stockholders to elect directors and transact such other
         business as might be brought before the meeting.

         The following tables set forth information regarding the
         number of votes cast for, against or withheld, abstentions
         and broker non-votes, with respect to each matter presented
         at the meeting.  Under the rules of the Nasdaq National
         Market, brokers who hold shares in street name for customers
         who are beneficial owners of those shares may be prohibited
         from giving a proxy to vote shares held for such customers on
         certain matters without specific instructions from such
         customers ("broker non-votes").  Under Delaware law, abstentions 
         and broker non-votes are counted as shares represented
         at the meeting for purposes of determining the presence or
         absence of a quorum at a stockholders' meeting.  The election
         of directors is decided by a plurality of the votes cast. 
         Therefore, votes that are withheld  have no effect on the
         outcome of the vote.  Brokers generally have discretionary
         authority with respect to the election of directors. 
                                                 
         (i)  Election of Directors:
                                                                         Broker
         Nominee                       For       Withheld  Abstentions Non-Votes
         -------                       ---       --------  ----------- ---------
         John E. Bagalay Jr.       46,045,347   2,366,208      N/A         N/A
         Ronald J.Brenner          46,464,040   1,947,515      N/A         N/A 
         James A. Grigsby          46,437,845   1,973,710      N/A         N/A 
         Robert F. Hendrickson     46,426,800   1,984,755      N/A         N/A  
         
      (ii)  No other business was transacted at the meeting.

                                   19

<PAGE>

 Item 6  -   Exhibits and Reports on Form 8-K

      (a) Exhibits: 

      1. Rights Agreement, dated as of June 19, 1998, between CYTOGEN 
         Corporation and Chase Mellon Shareholder Services, L.L.C., as Rights 
         Agent.  The Rights Agreement includes the Form of Certificate of 
         Designations of Series C Junior Preferred Stock as Exhibit A, the 
         form of Rights Certificate as Exhibit B and the Summary of Rights as 
         Exhibit C.  Filed as an exhibit to Form 8-K dated June 17, 1998 
         (Commission File No. 333-020015) and incorporated herein by reference.

      10.1    Letter Agreement dated as of June 3, 1998 between CYTOGEN 
              Corporation and The DuPont Merck Pharmaceutical Company.  
              Filed herewith.*

      10.2    Agreement to Amend the Agreement to Terminate License, Supply 
              and Marketing Agreement and Letter Agreement by and between 
              CYTOGEN Corporation and Knoll Pharmaceutical Company, dated as 
              of July 23, 1998.  Filed herewith.

      10.3    Reorganization Agreement dated as of August 12, 1998 among CYTOGEN
              Corporation, Targon Corporation, Elan, plc. and Elan International
              Services, Ltd.  Filed herewith.

      10.4    Convertible Promissory Note dated as of August 12, 1998 between 
              CYTOGEN Corporation and Elan International Services, Ltd.  
              Filed herewith.

      27      Financial Data Schedule (Submitted to SEC only in electronic 
              format).

      *  CYTOGEN Corporation has requested confidential treatment of certain 
         provisions contained in this exhibit.  The copy filed as an exhibit 
         omits the information subject to the confidentiality request.

      (b) Reports on Form 8-K:
              
         The Company filed three reports on Form 8-K during the three months 
         ended June 30, 1998 and the dates of such reports were May 22, 1998, 
         June 8, 1998 and June 17, 1998.  The Form 8-K dated May 22, 1998 
         reported on "Item 5.  Other Events" with respect to a press release 
         announcing a lawsuit instituted by CYTOGEN Corporation against The 
         DuPont Merck Pharmaceutical Company for breaching the Quadramet
         license agreement.  The Form 8-K dated June 8, 1998 reported on 
         "Item 5.  Other Events" with respect to a press release announcing 
         plans for the next phase of marketing for Quadramet.  The Form 8-K 
         dated June 17, 1998 reported on "Item 5.  Other Events" regarding the 
         adoption of Stockholder Rights Plan and the declaration of a dividend 
         of one preferred share purchase right for each outstanding share of
         CYTOGEN's common stock. 


                                            20

<PAGE>

                                  SIGNATURES



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


                                              CYTOGEN CORPORATION





Date August 14, 1998                           By /s/ Jane M. Maida      
     ---------------------                       ------------------------
                                                  Jane M. Maida
                                                  Chief Accounting Officer





                                   21