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, 2000
                                              -------------

                                          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) 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 July 28, 2000
----------------------------                        ----------------------------
Common Stock, $.01 par value                                 72,897,625

<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,
                                                                                  2000           1999
                                                                             ------------    ------------
<S>                                                                          <C>             <C>
ASSETS:
Current Assets:
    Cash and cash equivalents ............................................   $  10,463       $  10,801
    Short-term investments ...............................................          --           1,593
    Accounts receivable, net .............................................       2,384           2,150
    Inventories ..........................................................         810             685
    Other current assets .................................................       1,326             465
                                                                             ---------       ---------

       Total current assets ..............................................      14,983          15,694

Property and Equipment, net ..............................................       2,085           1,997

Other Assets .............................................................         871             914
                                                                             ---------       ---------

                                                                             $  17,939       $  18,605
                                                                             =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
    Current portion of long-term liabilities .............................   $     153       $     162
    Accounts payable and accrued liabilities .............................       5,372           5,478
                                                                             ---------       ---------

         Total current liabilities .......................................       5,525           5,640
                                                                             ---------       ---------

Long-Term Liabilities ....................................................       2,453           2,416
                                                                             ---------       ---------

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,
       72,839,000 and 70,527,000 shares issued and outstanding
       in 2000 and 1999, respectively ....................................         728             705
    Additional paid-in capital ...........................................     316,121         311,209
    Deferred compensation ................................................      (1,057)            (82)
    Accumulated deficit ..................................................    (305,831)       (301,283)
                                                                             ---------       ---------

       Total stockholders' equity ........................................       9,961          10,549
                                                                             ---------       ---------
                                                                             $  17,939       $  18,605
                                                                             =========       =========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                 2
<PAGE>


                                     CYTOGEN CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               (All amounts in thousands, except per share data)
                                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                        Three Months                 Six Months
                                                                       Ended June 30,              Ended June 30,
                                                                   --------------------        --------------------
                                                                     2000        1999            2000        1999
                                                                   --------    --------        --------    --------
<S>                                                                <C>         <C>           <C>         <C>
Revenues:
  Product related:
     ProstaScint ...............................................   $  1,492    $  1,661        $  3,187    $  3,253
     OncoScint .................................................        130         157             307         321
                                                                   --------    --------        --------    --------
            Total product sales ................................      1,622       1,818           3,494       3,574

     Quadramet royalties .......................................        508         262           1,006         461
                                                                   --------    --------        --------    --------
            Total product related ..............................      2,130       2,080           4,500       4,035

  License and contract .........................................         90       2,370             148       2,739
                                                                   --------    --------        --------    --------

            Total revenues .....................................      2,220       4,450           4,648       6,774
                                                                   --------    --------        --------    --------

Operating Expenses:
  Cost of product and
    contract manufacturing revenues ............................        981       1,170           1,911       2,274
  Research and development .....................................      1,540         981           3,032       2,038
  Acquisition of technology rights .............................         --       1,214              --       1,214
  Selling and marketing ........................................      1,323       1,082           2,453       2,028
  General and administrative ...................................      1,107         981           2,054       1,892
                                                                   --------    --------        --------    --------

            Total operating expenses ...........................      4,951       5,428           9,450       9,446
                                                                   --------    --------        --------    --------

            Operating loss .....................................     (2,731)       (978)         (4,802)     (2,672)

Gain on sale of laboratory and
  manufacturing facilities .....................................         --          --              --       3,298
Interest income  ...............................................        195          56             363         151
Interest expense ...............................................        (51)        (42)           (109)        (84)
                                                                   --------    --------        --------    --------

Net (loss) income ..............................................   $ (2,587)   $   (964)       $ (4,548)   $    693
                                                                   ========    ========        ========    ========

Basic and diluted net (loss) income
  per share ....................................................   $  (0.04)   $  (0.01)       $  (0.06)   $   0.01
                                                                   ========    ========        ========    ========

Basic weighted average
  common shares outstanding ....................................     72,779      65,632          72,130      64,884
                                                                   ========    ========        ========    ========

Diluted weighted average
  common shares outstanding ....................................     72,779      65,632          72,130      65,042
                                                                   ========    ========        ========    ========

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

                                                  3
<PAGE>




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

                                                                      Six Months Ended June 30,
                                                                     ---------------------------
                                                                        2000             1999
                                                                     ----------       ----------
<S>                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income .................................................    $ (4,548)        $    693
                                                                       --------         --------
Adjustments to reconcile net (loss) income to cash used in
    operating activities:
       Depreciation and amortization ..............................         472              519
       Imputed interest ...........................................         (29)              (8)
       Stock option and warrant grants ............................         129              142
       Stock based compensation ...................................          72               --
       Acquisition of technology rights ...........................          --            1,214
       Write down of assets .......................................          --               53
       Gain on sale of laboratory and manufacturing facilities ....          --           (3,298)
       Gain on sale of equipment ..................................        (148)              --
       Changes in assets and liabilites:
          Accounts receivable, net ................................        (190)          (1,627)
          Inventories .............................................        (125)              74
          Other assets ............................................        (818)             (23)
          Accounts payable and accrued liabilities ................        (121)          (3,600)
          Other liabilities .......................................          76               71
                                                                       --------         --------

                    Total adjustments .............................        (682)          (6,483)
                                                                       --------         --------

       Net cash used in operating activities ......................      (5,230)          (5,790)
                                                                       --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash acquired from Prostagen, Inc. ............................          --              550
Net proceeds from sale of equipment ...............................         148               --
Net proceeds from sale of laboratory and manufacturing facilities..          --            3,584
Purchases of property and equipment ...............................        (597)             (93)
                                                                       --------         --------

       Net cash (used for) provided by investing activities .......        (449)           4,041
                                                                       --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ............................       3,759            4,840
Redemption of short-term investments ..............................       1,593               --
Payment of long-term liabilities ..................................         (11)            (774)
                                                                       --------         --------

       Net cash provided by financing activities ..................       5,341            4,066
                                                                       --------         --------

Net (decrease) increase in cash and cash equivalents ..............        (338)           2,317

Cash and cash equivalents, beginning of period ....................      10,801            3,015
                                                                       --------         --------

Cash and cash equivalents, end of period ..........................    $ 10,463         $  5,332
                                                                       ========         ========
</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" which includes the Company
and its  subsidiaries)  is an  established  biopharmaceutical  company  with two
principal lines of business,  proteomics and oncology.  The Company is extending
its expertise in antibodies and molecular  recognition to the development of new
products  and a  proteomics-driven  drug  discovery  platform.  The  Company has
established a pipeline of product candidates based upon its proprietary antibody
and prostate specific membrane antigen, or PSMA, technologies. The Company, with
Progenics  Pharmaceuticals,  Inc.  has formed a joint  venture  focusing  on the
development  of  cancer  in  vivo  immunotherapies  based  on  PSMA  technology.
Cytogen's  cancer  management   franchise  currently  comprises  three  marketed
FDA-approved  products:  ProstaScint(R),  used to image the extent and spread of
prostate cancer;  OncoScint CR/OV(R),  a diagnostic imaging agent for colorectal
and ovarian cancer;  and  Quadramet(R),  for the relief of  cancer-related  bone
pain. The Company's  wholly owned  subsidiary,  AxCell  Biosciences  Corporation
("AxCell"),  is  developing a  proprietary  protein  pathway  database as a drug
discovery  and  development  tool  for  the   pharmaceutical  and  biotechnology
industries.


Basis of Consolidation

     The consolidated  financial  statements include the accounts of Cytogen and
its wholly- owned subsidiaries. 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 filed with the  Securities  and  Exchange
Commission,  which  includes  financial  statements as of and for the year ended
December  31,  1999.  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.


                                       5
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


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 Income (Loss) Per Share

     Basic net income (loss) per share is based upon the weighted average common
shares outstanding during each period.  Diluted net income per share for the six
months  ended June 30,  1999 is based upon the  weighted  average  common  stock
outstanding and common stock equivalents which represent the incremental  common
shares that would have been outstanding under certain employee stock options and
warrants, upon assumed exercise of dilutive stock options and warrants.  Diluted
net loss per share is the same as basic net loss per share,  as the inclusion of
common stock equivalents would be antidilutive.


2.  SALES OF CYTOGEN COMMON STOCK:

     During the six months  ended June 30,  2000,  the Company  sold 1.0 million
shares of  Cytogen  common  stock to  Berlex  Laboratories  ("Berlex")  for $1.0
million or $1.00 per share upon an exercise of a warrant,  and approximately 1.3
million  additional  shares of Cytogen  common stock for total  proceeds of $2.7
million at an average  price of $2.06 per share upon the  exercises  of employee
stock options and other warrants.


3.  RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS:

     In December 1999, the Securities and Exchange Commission staff issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial  Statements" (SAB
101).  The bulletin  draws on existing  accounting  rules and provides  specific
guidance  on how those  accounting  rules  should be applied,  and  specifically
addresses revenue  recognition for non-refundable  technology access fees in the
biotechnology industry. SAB 101 is effective for fiscal quarters beginning after
September 30, 2000. The Company is evaluating SAB 101 and the effect it may have
on the Company's financial position or results of operations.


4.  PROPOSED ACQUISITION:

     On July 7, 2000,  the Company  entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Advanced Magnetics, Inc. ("Advanced Magnetics"), a
developer  of novel  diagnostic  pharmaceuticals  for use in magnetic  resonance
imaging (MRI),  pursuant to which Advanced  Magnetics will become a wholly owned
subsidiary  of the  Company.  At the  effective  time  of the  merger,  Advanced
Magnetics  shareholders  will  receive $60  million in shares of Cytogen  common
stock. Each outstanding share of Advanced Magnetics common stock will be

                                       6
<PAGE>
                      CYTOGEN CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Cont'd)


converted  into Cytogen common stock at an exchange ratio equal to $8.75 divided
by the average  closing price of Cytogen common stock for 20 trading days ending
3 trading  days  prior to the  closing  of the  merger.  The number of shares of
Cytogen common stock exchanged per share of Advanced Magnetics common stock will
not,  however,  be less  than  0.7566  shares  or more than  1.0237  shares.  In
addition,  Cytogen  will assume all  outstanding  options to  purchase  Advanced
Magnetics common stock under Advanced Magnetics' employee stock option and stock
purchase  plans.  Consummation  of the merger is  subject to various  conditions
including,  but  not  limited  to,  approval  by the  stockholders  of  Advanced
Magnetics.

     The merger is intended to be accounted for as a pooling of interests. As of
June 30, 2000,  approximately  $582,000 of merger transaction costs are included
in other  current  assets  and will be  charged to the  Company's  statement  of
operations upon consummation of the merger.


                                       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.  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 1999 Form 10-K under the captions,  "Important
Factors Regarding Forward Looking  Statements" and "Risk Factors".  Stockholders
are cautioned not to put undue reliance on any forward looking statement.

     The  following  discussion  and analysis  should also be read in conjuction
with the Financial  Statements  and related notes  thereto  contained  elsewhere
herein,  as well as the  Company's  1999  Form  10-K and from  time-to-time  the
Company's other filings with the Securities and Exchange Commission.


Overview

     During this year, the Company terminated the co-marketing  arrangement with
the Bard Urological  Division of the C.R. Bard Company,  Inc. ("Bard") to assume
sole  responsibility  for the marketing  and sales of the Company's  ProstaScint
product.  The Company has expanded its sales force and believes  that the highly
trained and  dedicated  internal  sales  force will be able to most  effectively
market the Company's  product and build capability for possible future products.
The Company,  however, has limited experience in direct selling and can not give
any assurance as to the impact on sales by assuming selling efforts itself.

     On July 7, 2000,  the Company  entered  into a Merger  Agreement to acquire
Advanced  Magnetics,  Inc., a developer of novel diagnostic  pharmaceuticals for
use in MRI procedures (see Note 4 to the Consolidated Financial Statements). The
proposed  transaction  represents  a  strategic  step for Cytogen to broaden its
oncology franchise, which it intends to leverage through its proteomics business
and the development of products using its PSMA technology.  This stock-for-stock
transaction,  which includes the acquisition of products,  technology,  and cash
assets provides the combined company with the following benefits:

-    The  acquisition   broadens   Cytogen's   medical  oncology   presence  and
     strengthens  its position in the area of cancer staging and  detection,  in
     which Cytogen currently markets two products,  ProstaScint(R) and OncoScint
     CR/OV(R).

-    Advanced  Magnetics'  late stage  clinical  product,  Combidex(R),  a MRI
     contrast  agent for the  detection of lymph node  metastases,  has produced
     promising  clinical  results  and  creates  the  potential  for an enhanced
     revenue stream if approved by the U.S. Food and Drug Administration  (FDA).
     The FDA recently issued an approvable letter subject to certain  conditions
     with respect to Combidex, following a priority review.


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

-    The  combined  company  plans  to  utilize  Cytogen's  oncology  sales  and
     marketing  organization for the expected launch of Combidex  provided it is
     able to satisfy the conditions specified for final approval by the FDA.
-    At June 30, 2000,  Advanced Magnetics had $18.9 million in working capital.
     The  enhanced  cash  position  created  by the merger  secures  development
     resources  and provides  leverage to other areas of the combined  business,
     including  prostate  cancer  diagnostics  and  therapeutics  based  on PSMA
     technology and Cytogen's AxCell Biosciences proteomics subsidiary.
-    Advanced Magnetics'  next-generation imaging agent, Code 7228, is expected
     to enter Phase II clinical  development later this year. Code 7228 is being
     developed for oncology and magnetic resonance angiography applications.
-    Cytogen gains a state-of-the-art manufacturing facility, and a patent
     portfolio consisting of 25 U.S. patents and additional U.S. and foreign
     pending patent applications.

     Consummation of the merger is subject to various conditions including,  but
not limited to, approval by the stockholders of Advanced Magnetics.


Results of Operations

Three Months Ended June 30, 2000 and 1999

     Revenues.  Total  revenues for the second quarter of 2000 were $2.2 million
compared  to $4.5  million for the same period in 1999.  The  decrease  from the
prior year period is primarily  due to the $1.8 million  license fee recorded in
1999 for the licensing of certain applications of PSMA and the discontinuance of
contract  manufacturing  services  in  2000.  Product  related  revenues,  which
included  product sales and  royalties,  accounted for 96% of total  revenues in
2000,  versus  47% from the  comparable  period of 1999.  License  and  contract
revenues accounted for the remainder of revenues.

     Product related  revenues were $2.1 million for each of the second quarters
of 2000 and  1999.  ProstaScint  accounted  for 70% and 80% of  product  related
revenues in the second quarters of 2000 and 1999, respectively,  while Quadramet
royalties  accounted for 24% and 13% of related product revenues,  respectively.
Sales of  ProstaScint  were $1.5 million in 2000,  $169,000  lower than the $1.7
million   recorded  in  1999.   During  this  year,  the  Company  assumed  sole
responsibility  for  selling and  marketing  ProstaScint  from Bard,  its former
co-marketing  partner.  The Company  took this step  because it believes  that a
highly  trained and  dedicated  internal  sales force will be able to market its
products most  effectively  and to build a marketing  capability for anticipated
future  product  acquisitions.  No assurance  can be given,  however,  as to the
effect on sales of ProstaScint as a result of this action.


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


     Quadramet  royalties for the second  quarter of 2000  increased to $508,000
from the $262,000 recorded in the same period of 1999. Quadramet was re-launched
by  Berlex  in  March  1999.   Although  Cytogen  believes  that  Berlex  is  an
advantageous  marketing  partner,  there can be no assurance that Quadramet will
achieve  greater  market  acceptance on a timely basis or result in  significant
revenues for Cytogen.

     Sales of  OncoScint  CR/OV for the second  quarter  of 2000 were  $130,000,
$27,000 lower than the $157,000  recorded in the same period of 1999. The market
for OncoScint CR/OV for colorectal cancer diagnosis has been negatively affected
by positron  emission  tomography or "PET" scans which have shown same or higher
sensitivity than OncoScint CR/OV.

     License and contract  revenues for the second  quarter of 2000 were $90,000
compared to $2.4 million for the same period of 1999.  The  decrease  from prior
year  period  is due to $1.8  million  license  fee  recorded  in  1999  for the
licensing of certain  applications  of PSMA to a joint venture formed by Cytogen
and Progenics and the discontinuance of contract  manufacturing services in 2000
as a result of the sale of Cytogen's manufacturing facility in 1999. The Company
recorded  $212,000 of contract  manufacturing  revenues in the second quarter of
1999.

     Operating Expenses. Total operating expenses for the second quarter of 2000
were $5.0 million compared to $5.4 million recorded in the same quarter of 1999.
The decrease  from the prior year period is  attributable  primarily to the 1999
non-cash  charge of $1.2 million  relating to the  acquisition  of the exclusive
technology  rights  to  PSMA  for  immunotherapy   through  the  acquisition  of
Prostagen,  Inc.  ("Prostagen"),  partially offset by increased  spending on the
proteomics  research  program at AxCell and the expansion of Cytogen's  in-house
sales force to assume sole responsibility of marketing and sales of ProstaScint.

     Cost of product and contract  manufacturing revenues for the second quarter
of 2000 were  $981,000  compared to $1.2 million  recorded in the same period of
the  prior  year.  The  decrease  from  the  prior  year  period  is  due to the
termination of contract manufacturing activities in 2000.

     Research and development  expenses for the second quarter of 2000 were $1.5
million  compared to $981,000  recorded in the same period of 1999. The increase
from the  prior  year  period is due to  increased  funding  for the  proteomics
program at AxCell and product development efforts relating to PSMA technologies.
The Company  anticipates  that funding for AxCell will continue to increase over
the balance of the year.

     Acquisition  of  technology  rights of $1.2  million in 1999  represents  a
non-cash charge related to the acquisition of Prostagen.

     Selling and marketing  expenses were $1.3 million for the second quarter of
2000  compared  to $1.1  million in the same period of 1999.  The  current  year
expenses  reflect the Company's  efforts to expand its in-house  sales force and
assume sole  responsibility  for the selling and marketing of  ProstaScint  from
Bard.


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


     General and  administrative  expenses for the second quarter 2000 were $1.1
million  compared to $981,000 for the  comparable  period in 1999.  The increase
from  the  prior  year  period  is  due  to  expenses  related  to  stock  based
compensation for a key employee and additional staffing and related costs.

     Interest Income/Expense. Interest income for the second quarter of 2000 was
$195,000  compared to $56,000  recorded in the same period of 1999. The increase
from the prior year period is due to higher average cash balance during 2000.

     Interest  expense for the second  quarter of 2000 was  $51,000  compared to
$42,000  recorded in the same period of 1999.  The increase  from the prior year
period is due to interest expenses associated with various equipment leases.

     Net  Income/Loss.  Net loss for the second quarter of 2000 was $2.6 million
compared to $1.0 million  recorded in the same period of 1999.  The net loss per
share was $0.04  based on average  common  shares  outstanding  of 72.8  million
compared to the second  quarter of 1999 loss per share of $0.01 based on average
common shares outstanding of 65.7 million.


Six months ended June 30, 2000 and 1999

     Revenues.  Total  revenues  for the  first  half of 2000 and 1999 were $4.6
million and $6.8 million,  respectively. The decrease from the prior year period
is due primarily to the $1.8 million  licensing fee for PSMA  technology and the
discontinuance of contract  manufacturing  services in 2000, partially offset by
the increase in 2000 of product  related  revenues.  Product  related  revenues,
which included product sales and royalties,  accounted for 97% of total revenues
in 2000  versus  60% in the  comparable  period of 1999.  License  and  contract
revenues accounted for the remainder of revenues.

     Product  related  revenues  for the  first  half of 2000 and 1999 were $4.5
million and $4.0 million, respectively. ProstaScint accounted for 71% and 81% of
product related revenues in the first half of 2000 and 1999, respectively, while
revenues from Quadramet  accounted for 22% and 11% of product related  revenues,
respectively.  Sales of  ProstaScint  were $3.2 million in 2000 compared to $3.3
million in 1999. Beginning in July 2000, the Company assumed sole responsibility
for the selling and marketing of ProstaScint from Bard. Royalties from Quadramet
increased  to $1.0  million in the first half of 2000 from  $461,000 in the same
period of 1999.  Quadramet  royalties  are based on net  sales of  Quadramet  by
Berlex.

     Sales of OncoScint  CR/OV were $307,000 in 2000 versus $321,000 in the same
period of 1999. 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. To date,
OncoScint CR/OV has not realized substantial sales.


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


     License  and  contract  revenues  for the first  half of 2000 and 1999 were
$148,000 and $2.7  million,  respectively.  The 1999  license fee included  $1.8
million of revenue from the licensing of certain applications of PSMA to a joint
venture  formed by CYTOGEN and Progenics and $501,000 of contract  manufacturing
revenues. The Company has discontinued contract manufacturing services in 2000.

     Operating Expenses. Total operating expenses for the first half of 2000 and
1999 were $9.5 million in each period. The current year expenditures principally
reflect  development efforts in the proteomics  programs,  PSMA technologies and
expansion  of  Cytogen's  in-house  sales force.  The 1999  expenses  included a
non-cash  charge  of  $1.2  million  related  to the  acquisition  of  exclusive
technology  rights  to  PSMA  for  immunotherapy   through  the  acquisition  of
Prostagen.

     Cost of product and contract  manufacturing  revenues for the first half of
2000 were $1.9 million  compared to $2.3 million  recorded in the same period of
the prior year.  The  decrease  from the prior year  period is due to  decreased
contract   manufacturing   costs  associated  with  discontinuance  of  contract
manufacturing activities in 2000

     Research  and  development  expenses  for the first  half of 2000 were $3.0
million  compared  to $2.0  million  recorded  in the same  period of 1999.  The
increase  from  the  prior  year  period  is due to  increased  funding  for the
proteomics  program at AxCell,  the product  development  efforts related to the
PSMA  technologies  and costs  associated  with the  transfer  of  manufacturing
technology  to a new  vendor  who,  if  approved  by the FDA,  will  manufacture
Cytogen's  ProstaScint  and OncoScint  products.  The Company  anticipates  that
funding  for AxCell will  continue to increase  over the balance of the year and
costs to transfer manufacturing technology will continue at their current level.

     Acquisition  of  technology  rights of $1.2  million in 1999  represents  a
non-cash charge related to the acquisition of Prostagen.

     Selling and marketing expenses were $2.5 million for the first half of 2000
compared to $2.0 million in the same period of 1999.  The current year  expenses
reflect the Company's  efforts to expand its in-house  sales force.  During this
year,  Cytogen  assumed  sole  responsibility  for the selling and  marketing of
ProstaScint.

     General and  administrative  expenses  for the first half of 2000 were $2.1
million compared to $1.9 million for the comparable period in 1999. The increase
from the prior year is due to expenses related to stock based compensation for a
key employee, additional staffing and related costs.

     Gain  on sale of  laboratory  and  manufacturing  facilities.  The  Company
recorded a gain of $3.3 million in the first  quarter of 1999 from a sale of the
Company's laboratory and manufacturing facilities.


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


     Interest  Income/Expense.  Interest  income  for the first half of 2000 was
$363,000  compared to $151,000 in the same period of 1999. The increase from the
prior year period is due to higher average cash balance during 2000.

     Interest  expense  for the  first  half of 2000 was  $109,000  compared  to
$84,000  recorded in the same period of 1999.  The increase  from the prior year
period is due to interest expenses associated with various equipment leases.

     Net  Income/Loss.  Net loss  for the  first  half of 2000 was $4.5  million
compared  to a net income of $693,000  recorded in the same period of 1999.  The
1999  net  income  resulted  from a $3.3  million  gain  from  the  sale  of the
manufacturing and laboratory  facilities.  The 2000 net loss per share was $0.06
based on average common shares outstanding of 72.1 million compared to the first
half  of 1999  income  per  share  of  $0.01  based  on  average  common  shares
outstanding of 64.9 million for basic and 65.0 million for diluted


Liquidity and Capital Resources

     The Company's cash, cash equivalents and short-term  investments were $10.5
million as of June 30, 2000,  compared to $12.4 million as of December 31, 1999.
The cash  used for  operating  activities  for the  first  half of 2000 was $5.2
million  versus $5.8 million in the same period of 1999.  The decrease  from the
prior year period is due  primarily to the 1999 final payment of $1.0 million to
The Dupont Pharmaceuticals Company for the Quadramet manufacturing commitment.

     Historically, the Company's primary sources of cash have been proceeds from
the  issuance  and  sale of its  stock  through  public  offerings  and  private
placements,  product related revenues,  revenues from contract manufacturing and
research  services,  fees paid under license  agreements and interest  earned on
cash and short term  investments.  In February 2000,  the Company  received $1.0
million  from  Berlex  Laboratories  for the  exercise  of a warrant to purchase
1,000,000  shares of Cytogen common stock at $1.00 per share.  Also in the first
half of 2000,  the Company  sold  approximately  1.3  million  shares of Cytogen
common stock for total proceeds of $2.7 million at an average price of $2.06 per
share upon the exercises of employee stock options and other warrants.

     The Company expects to significantly increase the funding of AxCell for the
proteomics program in 2000. The operating  requirement for AxCell will be funded
by Cytogen's  existing cash balance.  The capital  requirement for AxCell may be
funded by a $1.4 million line-of-credit  agreement entered into in February 2000
between the Company and Finova Capital Corporation ("Finova Facility").  Through
November  2000,  the  Company  may draw on the Finova  Facility  to finance  the
acquisition of computers and  equipment.  Borrowings  under the Finova  Facility
will have a fixed term of 42 months at an interest  rate equal to 8.65% plus the
Index Rate and will be collateralized by the newly purchased equipment.


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


     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 may expend funds for
development of its proteomics and PSMA technologies.

     The Company's  financial  objectives  are to meet its capital and operating
requirements  through  revenues  from  existing  products,  license and research
contracts,  and 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.  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  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 will be adequate to fund the Company's operations at least through the
middle of 2002.  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 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.  Based on the Company's historical ability to raise capital and current
market conditions, the Company believes other financing alternatives are


                                       14
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations (Cont'd)


available.  There can be no assurance that the financing  commitments  described
above or other financial  alternatives will be available when needed or at terms
commercially  acceptable  to the Company or that the Company would have adequate
authorized unissued shares available for issuance without stockholder  approval.
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.



                         ==============================
                              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 access  the  capital  markets in the near term and in the
future for  continued  funding of existing  projects  and for the pursuit of new
projects;  (ii) the ability to attract and retain  personnel needed for business
operations  and  strategic  plans;  (iii) the  timing and  results  of  clinical
studies,  and  regulatory  approvals;  (iv) market  acceptance  of the Company's
products, including programs designed to facilitate use of the products, such as
the Partners in Excellence or PIE Program;  (v)  demonstration  over time of the
efficacy and safety of the Company's  products;  (vi) the degree of  competition
from existing or new products;  (vii) the decision by the majority of public and
private  insurance  carriers on whether to reimburse  patients for the Company's
products; (viii) the profitability of its products; (ix) the ability to attract,
and the ultimate success of, strategic partnering arrangements,  collaborations,
and acquisition  candidates;  (x) 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;  (xi)
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;  (xii) 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;  (xiii)
failure of the Advanced  Magnetics'  shareholders to adopt the Merger  Agreement
providing for the Company's  acquisition of Advanced  Magnetics;  (xiv) the risk
that the businesses of the Company and Advanced Magnetics will not be integrated
successfully;  and (xv) the ability to satisfy the  conditions  specified by the
FDA regarding the final approval of Combidex.


                                       15
<PAGE>

PART II  -  OTHER INFORMATION


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

          On May 16, 2000, the Company held its annual  meeting of  stockholders
          to (i) elect  directors;  (ii) to consider and vote upon a proposal to
          amend the Company's Restated  Certificate of Incorporation to increase
          the total number of authorized shares of capital stock from 95,000,000
          shares,  consisting of 89,600,000 shares of common stock and 5,400,000
          shares of  preferred  stock,  to  255,400,000  shares,  consisting  of
          250,000,000  shares of common stock and 5,400,000  shares of preferred
          stock;  and (iii)  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 Stock Market, brokers who hold shares in street name for
          customers who are beneficial  owners of those shares may be prohibited
          from giving a proxy to vote shares held for such  customers on certain
          matters  without  specific  instructions  from such customers  (broker
          non-votes).  Under Delaware law,  abstentions and broker non-votes are
          counted  as  shares   represented  at  the  meeting  for  purposes  of
          determining  the  presence  or absence  of a quorum at a  stockholders
          meeting.  The  election of  directors is decided by a plurality of the
          votes cast.  Therefore,  votes that are withheld have no effect on the
          outcome of the vote.  Adoption of the remaining  proposal required the
          affirmative  vote  of a  majority  of  shares  cast  at  the  meeting.
          Therefore,  abstentions  and  broker  non-votes  have no effect on the
          vote.

          (i)  Election of Directors:
<TABLE>
<CAPTION>
                                                           Against or                  Broker
                   Nominee                        For       Withheld    Abstentions  Non-Votes
                   -------                        ---      ----------   -----------  ---------
                   <S>                        <C>           <C>             <C>         <C>
                   John E. Bagalay Jr.        64,199,750    1,656,986       N/A         N/A
                   Stephen K. Carter          65,421,063      435,673       N/A         N/A
                   James A. Grigsby           65,412,373      444,363       N/A         N/A
                   Robert F. Hendrickson      65,425,853      430,883       N/A         N/A
                   S. Leslie Misrock          65,431,068      425,668       N/A         N/A
                   H. Joseph Reiser           64,722,867    1,133,869       N/A         N/A
</TABLE>

          (ii) To consider  and vote upon the proposal to amend the Restated
               Certificate of Incorporation to increase authorized number of
               shares.
<TABLE>
<CAPTION>

                                                           Against or                  Broker
                                                  For       Withheld    Abstentions  Non-Votes
                                                  ---      ----------   -----------  ---------
<S>                                           <C>           <C>           <C>           <C>
                                              61,722,482    3,915,256     218,998       N/A
</TABLE>

          (iii) No other business was transacted at the meeting.


                                       16
<PAGE>
Item 5  -   Lawrence R. Hoffman became Vice President and Chief Financial
------      Officer on July 10, 2000.

Item 6  -   Exhibits and Reports on Form 8-K
------

      (a) Exhibits:

          3.1  Restated Certificate of Incorporation of Cytogen Corporation,  as
               amended. Filed herewith.

          10.1 Amendment No. 1 Marketing and Co-Promotion Agreement effective as
               of January 1, 2000 by and between Cytogen Corporation and C.R.
               Bard, Inc. Filed herewith.

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


      (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 August  11, 2000             By /s/ Lawrence R. Hoffman
    --------------------------      --------------------------------------------
                                    Lawrence R. Hoffman
                                    Vice President & Chief Financial Officer
                                    (Principal Financial and Accounting Officer)









                                       18