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, 2001
                                               ------------------

                                       OR

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

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

                        Commission file number 000-14879


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

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

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

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

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

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

           Class                                 Outstanding at November 1, 2001
----------------------------                     -------------------------------
Common Stock, $.01 par value                                 79,386,800

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



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

                                                                     September 30,     December 31,
                                                                         2001              2000
                                                                     ------------      ------------
ASSETS:
<S>                                                                   <C>               <C>

Current Assets:
    Cash and cash equivalents ......................................  $  14,548         $  11,993
    Receivable on income tax benefit sold ..........................          -             1,625
    Accounts receivable, net .......................................      2,198             1,841
    Inventories ....................................................      1,712               883
    Other current assets ...........................................        575               377
                                                                      ---------         ---------

       Total current assets ........................................     19,033            16,719

Property and Equipment, net ........................................      1,794             2,193

Other Assets .......................................................      1,855             1,504
                                                                      ---------         ---------

                                                                      $  22,682         $  20,416
                                                                      =========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
    Current portion of long-term debt ..............................  $      89         $     151
    Accounts payable and accrued liabilities .......................      4,890             7,218
    Deferred revenue ...............................................        685               859
                                                                      ---------         ---------

       Total current liabilities ...................................      5,664             8,228
                                                                      ---------         ---------

Long-Term Debt .....................................................      2,336             2,374
                                                                      ---------         ---------

Deferred Revenue ...................................................      2,125             2,596
                                                                      ---------         ---------

Stockholders' Equity:
    Preferred stock, $.01 par value, 5,400,000 shares authorized -
      Series C Junior Participating Preferred Stock, $.01 par value,
      200,000 shares authorized, none issued and outstanding .......         -                 -
    Common stock, $.01 par value, 250,000,000 shares authorized,
      78,887,000 and 75,594,000 shares issued and outstanding
      at September 30, 2001 and December 31, 2000, respectively ....        789               756
    Additional paid-in capital .....................................    350,476           335,938
    Deferred compensation ..........................................       (608)             (895)
    Accumulated deficit ............................................   (338,100)         (328,581)
                                                                      ---------         ---------

       Total stockholders' equity ..................................     12,557             7,218
                                                                      ---------         ---------

                                                                      $  22,682         $  20,416
                                                                      =========         =========
</TABLE>
              The accompanying notes are an integral part of these statements.

                                               2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                         Three Months                 Nine Months
                                                                     Ended September 30,          Ended September 30,
                                                                    ---------------------        ---------------------
                                                                      2001         2000            2001         2000
                                                                    --------     --------        --------     --------
Revenues:
<S>                                                                 <C>          <C>              <C>         <C>
    Product related:
      ProstaScint ...............................................   $  1,679     $  1,849         $  5,670    $  5,036
      Others ....................................................        317          130              643         437
                                                                    --------     --------         --------    --------
             Total product sales ................................      1,996        1,979            6,313       5,473

      Quadramet royalties .......................................        579          523            1,615       1,529
                                                                    --------     --------         --------    --------
             Total product related ..............................      2,575        2,502            7,928       7,002

    License and contract ........................................        225          231              697         809
                                                                    --------     --------         --------    --------

             Total revenues .....................................      2,800        2,733            8,625       7,811
                                                                    --------     --------         --------    --------

Operating Expenses:
  Cost of product ...............................................      1,400        1,136            3,174       3,047
  Research and development ......................................      2,661        2,005            6,882       5,037
  Acquisition of marketing and technology rights ................          -       13,241                -      13,241
  Selling and marketing .........................................      1,489        1,242            4,820       3,695
  General and administrative ....................................      1,147        1,716            3,670       3,770
                                                                    --------     --------         --------    --------

             Total operating expenses ...........................      6,697       19,340           18,546      28,790
                                                                    --------     --------         --------    --------

             Operating loss .....................................     (3,897)     (16,607)          (9,921)    (20,979)

Interest income  ................................................        162          182              538         545
Interest expense ................................................        (44)         (24)            (136)       (133)
                                                                    --------     --------         --------    --------

             Loss before cumulative effect of
              accounting change .................................     (3,779)     (16,449)          (9,519)    (20,567)
Cumulative effect of accounting change ..........................          -            -                -      (4,314)
                                                                    --------     --------         --------    --------

Net loss ........................................................   $ (3,779)    $(16,449)        $ (9,519)   $(24,881)
                                                                    ========     ========         ========    ========
Net loss per share:
  Basic and diluted net loss before cumulative
   effect of accounting change ..............................      $  (0.05)     $  (0.22)        $  (0.12)   $  (0.28)
  Cumulative effect of accounting change ......................           -             -                -       (0.06)
                                                                   --------      --------         --------    --------
  Basic and diluted net loss ..................................    $  (0.05)     $  (0.22)        $  (0.12)   $  (0.34)
                                                                   ========      ========         ========    ========

Weighted average common shares outstanding ......................    78,866        73,632           77,446      72,660
                                                                   ========      ========         ========    ========
</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>
                                                             Nine Months Ended September 30,
                                                             -------------------------------
                                                                 2001               2000
                                                             ------------       ------------
<S>                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................     $ (9,519)          $(24,881)
                                                               --------           --------
Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization .....................          885                679
       Imputed interest ..................................          (32)               (66)
       Stock based compensation ..........................          480                284
       Amortization of deferred revenue ..................         (645)              (645)
       Cumulative effect of accounting change ............            -              4,314
       Acquisition of marketing and technology rights ....            -             13,079
       Gain on sale of equipment .........................            -               (148)
       Changes in assets and liabilites:
         Accounts receivable, net ........................        1,300               (169)
         Inventories .....................................         (829)                54
         Other assets ....................................          (49)               (91)
         Accounts payable and accrued liabilities ........       (2,138)              (495)
         Other liabilities ...............................            -                117
                                                               --------           --------

                  Total adjustments ......................       (1,028)            16,913
                                                               --------           --------

       Net cash used in operating activities .............      (10,547)            (7,968)
                                                               --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of product rights ...............................         (500)                 -
Purchase of property and equipment .......................         (486)              (751)
Net proceeds from sale of equipment ......................            -                148
Redemption of short-term investments .....................            -              1,593
                                                               --------           --------

       Net cash (used in) provided by investing activities         (986)               990
                                                               --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...................       14,188             10,411
Payment of long-term liabilities .........................         (100)               (56)
                                                               --------           --------

       Net cash provided by financing activities .........       14,088             10,355
                                                               --------           --------

Net increase in cash and cash equivalents ................        2,555              3,377

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

Cash and cash equivalents, end of period .................     $ 14,548           $ 14,178
                                                               ========           ========
</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 with an  established  and growing  product  line in prostate  cancer and
other  areas of  oncology,  and a  leadership  position in  proteomics  research
designed to accelerate drug discovery and development. In oncology, FDA-approved
products include ProstaScint(R) (a monoclonal  antibody-based imaging agent used
to image the extent and spread of prostate  cancer);  BrachySeed(TM) (a uniquely
designed next-generation radioactive seed implant for the treatment of localized
prostate  cancer),  Quadramet(R) (a therapeutic agent marketed for the relief of
bone pain in  prostate  and other types of cancer),  and  OncoScint  CR/OV(R) (a
monoclonal  antibody-based  imaging agent for  colorectal  and ovarian  cancer).
Cytogen is evolving a pipeline of oncology product  candidates by exploiting its
prostate specific membrane antigen, or PSMA, technologies, which are exclusively
licensed from Memorial Sloan-Kettering Cancer Center. In addition, Cytogen plans
to use AxCell's proteomics technology to research and develop novel drug targets
independently or via collaborative ventures.

         AxCell Biosciences,  a subsidiary of Cytogen Corporation,  is a pioneer
in the effort to chart  protein  signaling  pathways  in the human  proteome  to
accelerate  the  discovery  of  new  drug  targets  and   facilitate   efficient
pharmaceutical   and  biotechnology   research  and  development.   Through  the
systematic  and  industrialized  application of  proteomics,  AxCell  provides a
growing portfolio of protein pathway solutions based on its proprietary  Genetic
Diversity  Library(TM),  Cloning of Ligand  Targets(TM),  and affinity screening
technologies.  In  conjunction  with  InforMax,  Inc.,  AxCell is  developing  a
proprietary protein pathway database, called ProChart(TM), which is commercially
available  as  a  discovery  and   development   tool  for  subscribers  in  the
pharmaceutical,  biotechnology  and  agricultural  industries.  AxCell  is  also
seeking to develop  alliances  for the  development  of custom  protein  pathway
information and intends to leverage its proteomic capabilities to identify novel
drug targets for internal use.


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


                                       5
<PAGE>


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


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 filed with the  Securities
and Exchange  Commission,  which includes financial statements as of and for the
year ended  December 31, 2000.  The results of the Company's  operations for any
interim  period are not  necessarily  indicative of the results of the Company's
operations for any other interim period or for a full year.


Cash and Cash Equivalents

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


Net Loss Per Share

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


Inventories

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


                                       September 30,        December 31,
                                           2001                 2000
                                      --------------      --------------

  Raw materials.................        $1,383,000            $718,000
  Work-in process...............           135,000              59,000
  Finished goods................           194,000             106,000
                                        ----------           ---------
                                        $1,712,000            $883,000
                                        ==========            ========

Revenue Recognition

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


                                       6
<PAGE>

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


1998 and a  license  fee for  certain  applications  of PSMA to a joint  venture
formed by Cytogen and Progenics  Pharmaceuticals  Inc.  recognized in June 1999.
Previously,  the Company had recognized  up-front  license fees when the Company
had no  obligations to return the fees under any  circumstances.  Under SAB 101,
these  payments  are  recorded as  deferred  revenue to be  recognized  over the
remaining term of the related agreements.


2.  DRAXIMAGE INC.:

         In December 2000, the Company entered into a Product  Manufacturing and
Supply  Agreement  with Draximage  Inc.  ("Draximage")  to market and distribute
BrachySeed(TM)  implants for prostate cancer therapy in the U.S. Under the terms
of the agreement,  Draximage will supply  radioactive iodine and palladium seeds
to Cytogen in exchange for  royalties on sales and certain  milestone  payments.
Accordingly,  Cytogen paid Draximage $500,000 upon the execution of the contract
in 1999 and $500,000 upon the first sale of the Iodine-125  BrachySeeds in 2000.
These  payments  have  been  recorded  as  other  assets  in  the   accompanying
consolidated balance sheet and are being amortized over the ten year term of the
Draximage agreement.  In addition,  pursuant to the agreement,  Cytogen will pay
Draximage  $1.0  million upon the first sale of the  Palladium-103  BrachySeeds.
Other  payments  are  due  Draximage  upon  the  achievement  of  certain  other
milestones.  The Company launched the radioactive  Iodine BrachySeed in the U.S.
in February 2001.


3.  SALES OF CYTOGEN COMMON STOCK:

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

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


                                       7
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations


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


Cautionary Statement

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

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


                                       8
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


Significant Events in 2001

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

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


Results of Operations

Three Months Ended September 30, 2001 and 2000

      Revenues.  Total  revenues for the third quarter of 2001 were $2.8 million
compared  to $2.7  million for the same period in 2000.  The  increase  from the
prior year period is due to higher product  related  revenues.  Product  related
revenues, which included product sales and royalties, accounted for 92% of total
revenues in each of year 2000 and 2001.  License and contract revenues accounted
for the remainder of revenues in such periods.

      Product  related  revenues for the third quarter of 2001 were $2.6 million
compared  to $2.5  million  for the same  period in 2000.  Sales of  ProstaScint
accounted for 65% and 74% of product  related  revenues in the third quarters of
2001 and 2000, respectively, while Quadramet royalties accounted for 22% and 21%
of  product  related  revenues,   respectively,   for  such  periods.  Sales  of
ProstaScint  were $1.7 million in the third  quarter of 2001,  which is slightly
below the $1.8 million recorded in the third quarter of 2000.  Beginning in July
2000,  the  Company  assumed  sole  responsibility  for  selling  and  marketing
ProstaScint from the Bard Urological  Division of C.R. Bard Inc.  ("Bard"),  its
former co-marketing partner. The Company took this step because it believed that
a highly trained and dedicated  internal sales force would be able to market its
products  most  effectively  and to  build a  marketing  capability  for  future
products. There can be no assurance, however, the Company's internal sales force
will be able to significantly increase the sale of ProstaScint.



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


      Other product  revenues  include sales of BrachySeed and OncoScint  CR/OV.
Sales of BrachySeed were $244,000 in the third quarter of 2001. Since the launch
of BrachySeed in February 2001, the Company has increased its market penetration
for the  treatment  of localized  prostate  cancer  using its  radioactive  seed
product.  This  has  contributed  to  a  positive  sales  trend  and  consistent
quarter-over-quarter  growth since the launch.  The Company  plans to launch the
palladium  version  of  BrachySeed  in the  fourth  quarter  of  2001.  Sales of
OncoScint  were $73,000 in the third quarter of 2001 compared to $130,000 in the
same  period of 2000.  The  market for  OncoScint  CR/OV for  colorectal  cancer
diagnosis has been negatively  affected by positron emission tomography or "PET"
scans  which have shown the same or higher  sensitivity  than  OncoScint  CR/OV.
Accordingly, the Company is emphasizing marketing of OncoScint for the recurrent
ovarian cancer  setting.  There can be no assurance,  however,  as to the market
acceptance of the BrachySeed products or whether these new products along with a
different strategy for OncoScint will significantly increase the revenues of the
Company.

       Quadramet  royalties for the third quarter of 2001  increased to $579,000
from $523,000 in the same period of 2000. Quadramet is currently marketed by the
Company's marketing partner,  Berlex Laboratories  ("Berlex").  Although Cytogen
believes that Berlex is an advantageous partner,  there can be no assurance that
Quadramet will achieve greater market penetration on a timely basis or result in
significant revenues for Cytogen.

      License and contract  revenues for the third quarter of 2001 were $225,000
compared to $231,000 for the same period of 2000. As a result of the adoption of
SAB 101 (see Note 1 to the Consolidated Financial Statements),  license revenues
for both 2000 and 2001 include the recognition of $215,000 of deferred  revenues
from certain  up-front,  non-refundable  license fees  previously  recognized in
prior years.

      Operating Expenses. Total operating expenses for the third quarter of 2001
were $6.7  million  compared to $19.3  million  recorded in the same  quarter of
2000.  The  decrease  from the prior year period is  attributable  primarily  to
charges in 2000 for the  acquisition of the marketing and  technology  rights to
two product  candidates  (Combidex and Code 7228) in the amount of $13.2 million
and costs associated with the termination of the Company's  proposed merger with
Advanced Magnetics Inc. The decrease during the current year is partially offset
by costs associated with the development of new  manufacturing  and purification
processes for  ProstaScint,  costs  associated with the launch of BrachySeed and
higher cost of goods.

      Cost of product for the third quarter of 2001 was $1.4 million compared to
$1.1 million  recorded in the same period of the prior year.  The increase  from
the prior year period is primarily due to costs  associated with the purchase of
the BrachySeed product from Draximage Inc.

      Research and development  expenses for the third quarter of 2001 were $2.7
million  compared  to $2.0  million  recorded  in the same  period of 2000.  The
increase  from  the  prior  year  period  is due to  increased  funding  for the
proteomics  research program and to costs associated with the development of new
manufacturing and purification  processes to enable the Company to outsource the
manufacturing  of  ProstaScint.  During the third  quarter of 2001,  the Company
invested $1.2 million in its  proteomics  research  compared to $924,000 for the


                                       10


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


third quarter of 2000.  The Company  anticipates  that funding for this research
and the manufacturing  process development will continue to at its current trend
over the remainder of this year.

      Acquisition  of marketing  and  technology  rights of $13.2 million in the
third quarter of 2000  represents a charge related to the acquisition of certain
rights to product  candidates  Combidex  and Code 7228 from  Advanced  Magnetics
Inc., of which $13.1 million was non-cash.

      Selling and marketing  expenses were $1.5 million for the third quarter of
2001  compared  to $1.2  million in the same period of 2000.  The  current  year
expenses  reflect  the  Company's  efforts to expand its  in-house  sales  force
related to the selling and marketing of ProstaScint and BrachySeed.

      General and  administrative  expenses for the third quarter 2001 were $1.1
million compared to $1.7 million for the comparable period in 2000. The decrease
from the prior year period is due primarily to legal expenses  incurred relating
to the termination of the Company's proposed merger with Advanced Magnetics Inc.
and relocation expenses for certain key employees.

      Interest Income/Expense. Interest income for the third quarter of 2001 was
$162,000  compared to $182,000 recorded in the same period of 2000. The decrease
from the prior year period is due to a lower  average yield on  investments  for
the period in 2001.  Interest  expense for the third quarter of 2001 was $44,000
compared to $24,000  recorded in the same period of 2000. The interest  expenses
included finance charges related with various equipment leases.

      Net Loss. Net loss for the third quarter of 2001 was $3.8 million compared
to $16.4 million recorded in the same period of 2000. The net loss per share for
the third quarter of 2001 was $0.05 based on average  common shares  outstanding
of 78.9  million  compared  to a net loss per  share of $0.22  based on  average
common shares  outstanding of 73.6 million for the same period in 2000. The 2000
net loss included a $13.2 million one-time charge for the acquisition of certain
product rights to two product candidates as described above.


Nine months ended September 30, 2001 and 2000

      Revenues.  Total revenues for the nine months ended September 30, 2001 and
2000 were $8.6 million and $7.8  million,  respectively.  The increase  from the
prior year period is due to higher product related revenues, partially offset by
lower license and contract  revenues.  Product related revenues,  which included
product  sales  and  royalties,  accounted  for 92% of  total  revenues  in 2001
compared  to 90% from  the  comparable  period  of 2000.  License  and  contract
revenues accounted for the remainder of revenues.

      Product related  revenues for the nine months ended September 30, 2001 and
2000 were $7.9  million and $7.0  million,  respectively.  Sales of  ProstaScint
accounted for 72% of product related  revenues for each of the nine months ended
September 30, 2001 and 2000,  respectively,  while Quadramet royalties accounted
for 20% and 22% of product related revenues,  respectively. Sales of ProstaScint
were $5.7  million in the nine months  ended  September  2001,  compared to $5.0
million in the same period of 2000,  due  primarily  to a price  increase  which


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


became  effective in January 2001.  Beginning in July 2000, the Company  assumed
sole  responsibility  for the selling and  marketing of  ProstaScint  from Bard.
Royalties  from  Quadramet were $1.6 million and $1.5 million in the nine months
ended September 30, 2001 and 2000,  respectively.  Quadramet royalties are based
on net sales of Quadramet by Berlex.

      Other  revenues  include sales of BrachSeed and OncoScint  CR/OV.  For the
nine months ended September 30, 2001,  sales of BrachySeed  were $347,000.  This
product was  launched in February  2001.  The Company also plans to introduce to
market the palladium  version of BrachySeed in the fourth quarter of 2001. Sales
of OncoScint  during the nine months ended  September  30, 2001 were $296,000 in
2001  compared to $437,000 in the same period of 2000.  The market for OncoScint
CR/OV for colorectal  cancer diagnosis has been negatively  affected by positron
emission  tomography  or  "PET"  scans  which  have  shown  the  same or  higher
sensitivity  than  OncoScint  CR/OV.  Accordingly,  the  Company is  emphasizing
marketing of OncoScint for the recurrent ovarian cancer setting. There can be no
assurance,  however,  as to the market acceptance of the BrachySeed  products or
whether these new products  along with a different  strategy for OncoScint  will
significantly increase the revenues of the Company.

      License and contract revenues for the nine months ended September 30, 2001
and 2000 were $697,000 and $809,000,  respectively.  As a result of the adoption
of SAB  101  (see  Note 1 to the  Consolidated  Financial  Statements),  license
revenues for both 2001 and 2000 include the  recognition of $645,000 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, 2001 were $18.5 million  compared to $28.8 million recorded in the
same  period  of  2000.  The  current  year  operating  expenses  reflect  costs
associated  with  the  proteomics  research  program,  the  development  of  new
manufacturing  and  purification  processes  for  ProstaScint,  the expansion of
Cytogen's  in-house sales force to assume sole  responsibility  of marketing and
sales  of  ProstaScint  and the 2001  launch  of  BrachySeed.  The  decrease  in
operating  expenses  from the prior year  period is  attributable  primarily  to
charges in 2000 for the  acquisition of marketing and  technology  rights to two
product  candidates  (Combidex and Code 7228) in the amount of $13.2 million and
costs  associated  with the  termination of the Company's  proposed  merger with
Advanced  Magnetics  Inc.  The  decrease  is  partially  offset  by  2001  costs
associated with the development of new manufacturing and purification  processes
for ProstaScint, the launch of BrachySeed and higher cost of goods.

      Cost of product  for the nine  months  ended  September  30, 2001 was $3.2
million  compared to $3.0 million recorded in the same period of the prior year.
The  increase  from the prior  year  period is due  primarily  to the 2001 costs
associated with the purchase of BrachySeed.

      Research and development expenses for the nine months ended September 2001
were $6.9 million  compared to $5.0 million recorded in the same period of 2000.
The  increase  from the prior year  period is due to  increased  funding for the
proteomics  research  program and costs  associated  with the development of new
manufacturing and purification  processes to enable the Company to outsource the
manufacturing of ProstaScint to another contract  manufacturer.  During the nine
months  ended  September  30,  2001,  the Company  invested  $3.6 million in the


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


proteomics  research  compared to $2.2 million for the same period of 2000.  The
Company  anticipates  that funding for this research and  manufacturing  process
development will continue at its current trend for the remainder of this year.

      Acquisition  of marketing  and  technology  rights of $13.2 million in the
third quarter of 2000  represents a charge related to the acquisition of certain
rights to product candidates Combidex and Code 7228 from Advanced Magnetics,  of
which $13.1 million was non-cash.

      Selling and marketing expenses were $4.8 million for the nine months ended
September  30,  2001  compared to $3.7  million in the same period of 2000.  The
current year expenses reflect the Company's efforts to expand its in-house sales
force  for the  selling  and  marketing  of  ProstaScint  and the  launch  costs
associated with the BrachySeed.

      General and  administrative  expenses for the nine months ended  September
30, 2001 were $3.7 million compared to $3.8 million for the comparable period in
2000. The decrease from the prior year period is due primarily to legal expenses
incurred  relating to the  termination  of the  Company's  proposed  merger with
Advanced  Magnetics  Inc. and  relocation  expenses  for certain key  employees,
partly  offset  by  higher  costs  in 2001  for  stock  based  compensation  and
professional fees.

      Interest  Income/Expense.  Interest  income  for  the  nine  months  ended
September 30, 2001 was $538,000 compared to $545,000 recorded in the same period
of 2000. The decrease from the prior year period is due to a lower average yield
on  investments,  partly offset by income  resulting  from a higher average cash
balance during 2001.  Interest  expense for the nine months ended  September 30,
2001 was $136,000  compared to $133,000 recorded in the same period of 2000. The
interest  expenses  included  finance  charges  related with  various  equipment
leases.

      Net Loss.  Net loss for the nine months ended  September 30, 2001 was $9.5
million  compared to $24.9 million  recorded in the same period of 2000. The net
loss per share for the nine months ended  September  30, 2001 was $0.12 based on
average  common shares  outstanding  of 77.4 million  compared to a net loss per
share of $0.34 based on average  common shares  outstanding  of 72.7 million for
the same period in 2000.  The 2000 net loss  included a $13.2  million  one-time
charge for the acquisition of certain  product rights to two product  candidates
as described above and $4.3 million or $0.06 per share for the cumulative effect
of an  accounting  change as a result of the  adoption of SAB 101 (see Note 1 to
the Consolidated Financial Statements).


Liquidity and Capital Resources

      The Company's cash and cash equivalents were $14.5 million as of September
30, 2001,  compared to $12.0 million as of December 31, 2000.  The cash used for
operating  activities  for the nine months  ended  September  30, 2001 was $10.5
million  compared to $8.0 million in the same period of 2000.  The increase from
the  prior  year  period  is due  primarily  to the  increased  funding  for the
proteomics  program at AxCell,  the  Company's  expansion of its in-house  sales
force, the inventory build-up of the Company's antibody products,  the reduction
in accounts payable and accrued  liabilities and milestone payments to Draximage
Inc. related to the 2001 launch of BrachySeed.


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


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

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

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

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

      In October 2001, the Company filed a shelf Registration  Statement on Form
S-3 to  register  10,000,000  shares  of its  common  stock.  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.

      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 proteomics and PSMA technologies.


                                       14
<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 and licensing arrangements.
To achieve its  strategic  objectives,  the Company may enter into  research and
development partnerships and acquire, in-license and develop other technologies,
products or services.  Certain of these  strategies may require  payments by the
Company  in  either  cash or stock in  addition  to the  costs  associated  with
developing and marketing a product or technology.  However, the Company believes
that, if successful,  such strategies may increase long-term revenues. There can
be no assurance as to the success of such  strategies  or that  resulting  funds
will  be  sufficient  to meet  cash  requirements  until  product  revenues  are
sufficient to cover  operating  expenses,  if ever. To fund these  strategic and
operating  activities,  the Company may sell equity or debt securities as market
conditions permit or enter into credit facilities.

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

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


                                       15
<PAGE>
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.


                                       16
<PAGE>

PART II  -  OTHER INFORMATION

Item 5 -        Other Events

      In October 2001, the Company filed a shelf Registration  Statement on Form
S-3 to  register  10,000,000  shares  of its  common  stock.  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.

      In  connection  with the  closing of the SWIB  financing,  the Company was
obligated  to adopt  certain  amendments  to its Bylaws and option  plans.  Such
amendments are attached hereto as exhibits.

      At the Annual Meeting of Shareholders,  the Company  obtained  shareholder
approval for certain amendments to the Employee Stock Purchase Plan and the 1999
Non-Employee Directors Plan. Such amendments are attached hereto as exhibits.


Item 6  -        Exhibits and Reports on Form 8-K

      (a) Exhibits:
            3.1  Amended Bylaws of Cytogen Corporation
           10.1  Amended and Restated 1995 Stock Option Plan
           10.2  Amended and Restated 1999 Stock Option Plan for Non-Employee
                  Directors
           10.3  Amended Employee Stock Purchase Plan of Cytogen Corporation

       (b) Reports on Form 8-K:
                None




                                       17
<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, 2001          By /s/ H. Joseph Reiser
    ----------------------         ---------------------------------------------
                                   H. Joseph Reiser
                                   President and Chief Executive Officer




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




                                       18