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 March 31, 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 May 1, 2000
----------------------------                         --------------------------
Common Stock, $.01 par value                                  72,745,972

<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>
                                                                      March 31,    December 31,
                                                                        2000           1999
                                                                     ----------    ------------
<S>                                                                  <C>            <C>
ASSETS:
Current Assets:
  Cash and cash equivalents ......................................   $  12,187      $  10,801
  Short-term investments .........................................          --          1,593
  Accounts receivable, net .......................................       2,407          2,150
  Inventories ....................................................         536            685
  Other current assets ...........................................         952            465
                                                                     ---------      ---------

     Total current assets ........................................      16,082         15,694

Property and Equipment, net ......................................       1,842          1,997

Other Assets .....................................................         880            914
                                                                     ---------      ---------

                                                                     $  18,804      $  18,605
                                                                     =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
  Current portion of long-term liabilities .......................   $     153      $     162
  Accounts payable and accrued liabilities .......................       3,986          5,478
                                                                     ---------      ---------

     Total current liabilities ...................................       4,139          5,640
                                                                     ---------      ---------

Long-Term Liabilities ............................................       2,415          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, 89,600,000 shares authorized,
    72,721,000 and 70,527,000 shares issued and outstanding
    in 2000 and 1999, respectively ...............................         727            705
  Additional paid-in capital .....................................     314,842        311,209
  Deferred compensation ..........................................         (75)           (82)
  Accumulated deficit ............................................    (303,244)      (301,283)
                                                                     ---------      ---------

     Total stockholders' equity ..................................      12,250         10,549
                                                                     ---------      ---------

                                                                     $  18,804      $  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 Ended March 31,
                                                              ----------------------------
                                                                  2000            1999
                                                              ------------    ------------
<S>                                                            <C>              <C>
Revenues:
  Product related:
     ProstaScint ..........................................    $  1,695         $  1,592
     OncoScint ............................................         177              164
                                                               --------         --------
        Total product sales ...............................       1,872            1,756

     Quadramet royalties ..................................         498              199
                                                               --------         --------
        Total product related .............................       2,370            1,955

  License and contract ....................................          58              369
                                                               --------         --------

        Total revenues ....................................       2,428            2,324
                                                               --------         --------

Operating Expenses:
  Cost of product and contract manufacturing revenues .....         930            1,104
  Research and development ................................       1,493            1,057
  Selling and marketing ...................................       1,130              946
  General and administrative ..............................         947              911
                                                               --------         --------

        Total operating expenses ..........................       4,500            4,018
                                                               --------         --------

        Operating loss ....................................      (2,072)          (1,694)

Gain on sale of laboratory and manufacturing
 facilities ...............................................          --            3,298
Interest income ...........................................         168               95
Interest expense ..........................................         (57)             (42)
                                                               --------         --------

Net income (loss) .........................................    $ (1,961)        $  1,657
                                                               ========         ========

Basic and diluted net income (loss) per  share ............    $  (0.03)        $   0.03
                                                               ========         ========

Basic weighted average common share outstanding ...........      71,630           64,192
                                                               ========         ========

Diluted weighted average common share outstanding .........      71,630           64,496
                                                               ========         ========
</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>
                                                                      Three Months Ended March 31,
                                                                      ----------------------------
                                                                          2000            1999
                                                                       ----------      ----------
<S>                                                                    <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ...............................................      $ (1,961)        $  1,657
                                                                       --------         --------
Adjustments to reconcile net income (loss) to cash used in operating activities:
       Depreciation and amortization ............................           221              258
       Imputed interest .........................................           (14)              --
       Gain on sale of equipment ................................          (149)              --
       Stock based compensation .................................           127               --
       Write down of assets .....................................            --               14
       Gain on sale of laboratory and manufacturing facilities ..            --           (3,298)
       Changes in assets and liabilites:
         Accounts receivable, net ...............................          (235)              (7)
         Inventories ............................................           149               24
         Other assets ...........................................          (453)            (194)
         Accounts payable and accrued liabilities ...............        (1,500)          (3,109)
         Other liabilities ......................................            38               --
                                                                       --------         --------

                 Total adjustments ..............................        (1,816)          (6,312)
                                                                       --------         --------

       Net cash used in operating activities ....................        (3,777)          (4,655)
                                                                       --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of equipment .............................           148               --
Net proceeds from sale of laboratory and manufacturing facilities            --            3,584
Purchases of property and equipment .............................          (103)              (8)
                                                                       --------         --------

       Net cash provided by investing activities ................            45            3,576
                                                                       --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ..........................         3,535            4,857
Redemption of short-term investments ............................         1,593               --
Payment of long-term liabilities ................................           (10)            (720)
                                                                       --------         --------

       Net cash provided by financing activities ................         5,118            4,137
                                                                       --------         --------

Net increase in cash and cash equivalents .......................         1,386            3,058

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

Cash and cash equivalents, end of period ........................      $ 12,187         $  6,073
                                                                       ========         ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                                   4
<PAGE>



                      CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


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.

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  common  share is based upon the  weighted
average  common shares  outstanding  during each period.  Diluted net income per
common share 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 for the three  months  ended  March 31,  2000 is the same as basic net
loss  per  share,  as  the  inclusion  of  common  stock  equivalents  would  be
antidilutive.

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


2.  SALES OF CYTOGEN COMMON STOCK:

        During the three  months  ended March 31,  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
1.2 million additional shares of Cytogen common stock for total proceeds of $2.5
million at an average  price of $2.12 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
March 31, 2000.  The Company is evaluating SAB 101 and the effect it may have on
the Company's financial position or results of operations.



                                       6

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


Overview

     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.  Cytogen is also
developing  a  proprietary  protein  pathway  database as a drug  discovery  and
development tool for the pharmaceutical and biotechnology industries.

     Cytogen's cancer management  franchise  currently  comprises three marketed
FDA-approved  products:  ProstaScint,  used to image the  extent  and  spread of
prostate  cancer;  OncoScint CR/OV,  marketed as a diagnostic  imaging agent for
colorectal and ovarian cancer; and Quadramet, marketed for the relief of cancer-
related bone pain.  The Company is extending  its cancer  pipeline by exploiting
PSMA, which Cytogen exclusively  licensed from Memorial  Sloan-Kettering  Cancer
Center.  PSMA is a unique antigen highly  expressed in prostate cancer cells and
in the neovasculature of a variety of other solid tumors, including breast, lung
and colon. The Company is developing its PSMA technology as part of its approach
to offering a full range of prostate  cancer  management  products  and services
throughout the progression of the disease,  including  gene-based  immunotherapy
vaccines,   antibody-delivered   therapeutic  compounds  and  novel  assays  for
detection  of  primary  prostate  cancer.  Cytogen  also plans to apply its PSMA
technology,  including therapeutics and in vitro diagnostics, toward other types
of cancer based upon the Company's  experience in prostate cancer. The Company's
in  vivo   immunotherapeutic   development   program  is  being   conducted   in
collaboration with Progenics Pharmaceuticals, Inc.

     Proteomics  is the study of the  expression  and  interaction  of proteins.
Genomics is the study and identification of an organism's genetic makeup.  While
genomics provides  important  information  regarding genetic makeup, it does not
directly   provide   information   regarding   protein   functions   or  protein
interactions.  However, genomics data can prove useful in proteomics research as
a source of  obtaining  complete  protein  sequences  of ligands the Company has
identified.   Public  availability  allows  for  effective  integration  in  the
Company's database of public and proprietary information. The Company recognized
in its past research that the key to  understanding  or developing  the means to
intervene in diseases was primarily based on understanding  protein interactions
rather than only  through the use or study of  genomics.  The Company  undertook
this approach on its own initiative and with its own funds. Cytogen's proteomics
program, under development by its subsidiary, AxCell Biosciences Corporation, is
focused on the  identification  of protein  interaction  and signaling  pathways
within cells as relating to disease processes.

     The Company utilizes its proprietary proteomics technology to map selective
protein-protein  interactions  and to  develop a  database,  called  the  Inter-
Functional Proteomic Database, or IFP Database, which includes data relating to

                                       7

<PAGE>

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


protein signaling pathways linked to a variety of other  bioinformatic data. The
IFP Database is designed to permit  customers to integrate  existing  databases,
both public and  proprietary,  with the Company's  proprietary  data to create a
"virtual  laboratory" on the computer  desktop of  researchers  involved in drug
discovery.   The  Company  believes  this  database  has  significant  potential
commercial value to the pharmaceutical  and biotechnology  industries as a means
of expediting drug target  identification,  validation,  screen  development and
lead compound  optimization faster and cheaper than with current  methodologies.
These proprietary technologies are designed to provide a platform from which the
Company can quickly and cost-effectively determine protein-protein  interactions
and build pathways of  intracellular  signaling data. The Company's IFP Database
also offers a  consolidated  platform  to enable  statistical  and  mathematical
modeling of complex protein pathways.


Results of Operations

Three Months Ended March 31, 2000 and 1999

     Revenues.  Total  revenues for the first  quarter of 2000 were $2.4 million
compared  to $2.3  million for the same period in 1999.  The  increase  from the
prior year period is due to higher royalties from Quadramet, partially offset by
lower  contract  revenues  as  a  result  of  the   discontinuance  of  contract
manufacturing services in 2000. Product related revenues, which included product
sales and  royalties,  accounted for 98% of total  revenues in 2000,  versus 84%
from the comparable period of 1999.  License and contract revenues accounted for
the remainder of revenues.

     Product  related  revenues for the first  quarter of 2000 were $2.4 million
compared to $2.0 million for the same period in 1999.  ProstaScint accounted for
72% and 81% of product related  revenues in the first quarters of 2000 and 1999,
respectively  while Quadramet  royalties  accounted for 21% and 10% of revenues,
respectively, for the first quarters in 2000 and 1999. Sales of ProstaScint were
$1.7 million in 2000,  $100,000  higher than the $1.6 million  recorded in 1999.
The Company is transitioning  sales of ProstaScint from C.R. Bard, Inc. ("Bard")
to Cytogen's  in-house sales force. The transition will be completed by mid-year
2000.  The  Company  can not give any  assurance  as to the  impact  on sales by
assuming the sole responsibility for marketing and sales of ProstaScint.

     Quadramet  royalties  for the first  quarter of 2000  increased to $498,000
from the $199,000 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 market  acceptance on a timely basis or result in  significant  revenues
for Cytogen.

     Sales of  OncoScint  CR/OV for the  first  quarter  of 2000 were  $177,000,
$13,000  higher  than the  $164,000  recorded  in the same  period of 1999.  The
Company is experiencing competition in the colorectal market.



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


     License and contract  revenues  for the first  quarter of 2000 were $58,000
compared to $369,000 for the same period of 1999.  The decrease  from prior year
period is due to the discontinuance of contract  manufacturing  services in 2000
as a result  of the sale of the  manufacturing  facility  in 1999.  The  Company
recorded  $289,000 of contract  manufacturing  revenues in the first  quarter of
1999.

     Operating Expenses.  Total operating expenses for the first quarter of 2000
were $4.5 million compared to $4.0 million recorded in the same quarter of 1999.
The increase from the prior year period is due to: the increased spending on the
proteomics  research program at AxCell Biosciences  Corporation;  costs incurred
for the transfer of manufacturing operations to a third party; and the expansion
of Cytogen's in-house sales force to assume sole responsibility of marketing and
sales of  ProstaScint.  The spending  increase is partially  offset by the lower
cost of product and manufacturing revenues.

     Cost of product and contract  manufacturing  revenues for the first quarter
of 2000 were  $930,000  compared to $1.1 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 first quarter of 2000 were $1.5
million  compared  to $1.1  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  and  costs  associated  with  the  transfer  of
manufacturing  technology to a third party in connection with the outsourcing of
the manufacturing of Cytogen's  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.

     Selling and  marketing  expenses were $1.1 million for the first quarter of
2000 compared to $946,000 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  its
co-marketing partner, Bard, by mid-year 2000.

     General and  administrative  expenses for the first quarter ended March 31,
2000 were $947,000  compared to $911,000 for the comparable  period in 1999. The
increase  from the prior year period is due to  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.

     Interest Income/Expense.  Interest income for the first quarter of 2000 was
$168,000  compared to $95,000  recorded in the same period of 1999. The increase
from the prior year period is due to higher  average cash  balances for the 2000
respective period.


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


     Interest  expense  for the first  quarter of 2000 was  $57,000  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 first  quarter of 2000 was $2.0 million
compared  to a net income of $1.7  million  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 $0.03
based on average common shares outstanding of 71.6 million compared to the first
quarter  1999  income  per  share  of  $0.03  based  on  average  common  shares
outstanding of 64.2 million for basic and 64.5 million for diluted.


Liquidity and Capital Resources

     The Company's cash, cash equivalents and short-term  investments were $12.2
million as of March 31, 2000, compared to $12.4 million as of December 31, 1999.
The cash used for  operating  activities  for the first quarter of 2000 was $3.8
million  versus $4.7 million in the same period of 1999.  The decrease  from the
prior year period is due to the 1999 final payment of $1.0 million to The Dupont
Pharmaceuticals Company ("Dupont") for the Quadramet  manufacturing  commitment,
and payments of various 1998 restructuring costs including severances.

     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 for the exercise of a warrant to purchase  1,000,000  shares
of Cytogen common stock at $1.002 per share. Also in the first quarter 2000, the
Company sold  approximately 1.2 million shares of Cytogen common stock for total
proceeds  of $2.5  million  at an  average  price of $2.12  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.

     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


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


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.  The Company  currently  has no  commitments  or specific  plans for
acquisitions  or strategic  alliances.  However,  the Company  believes that, if
successful,  such strategies may increase  long-term  revenues.  There can be no
assurance as to the success of such  strategies or that resulting  funds will be
sufficient to meet cash  requirements  until product  revenues are sufficient to
cover operating expenses. To fund these strategic and operating activities,  the
Company may sell equity and debt securities as market conditions permit or enter
into credit facilities.

     The Company has  incurred  negative  cash flows from  operations  since its
inception,  and has  expended,  and expects to continue to expend in the future,
substantial  funds  to  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  as of  March  31,  2000,  will  be  adequate  to fund  the  Company's
operations  at least  through the year 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
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


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


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 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;  and (xii) the  ability to protect  and  practice  the
Company's intellectual property, including patents and know-how.


                                       12

<PAGE>
PART II  -  OTHER INFORMATION


Item 2       -      Changes in Securities and Use of Proceeds

        The following  information relates to all securities of the Company sold
by the  Company  within the past  quarter  which were not  registered  under the
securities laws at the time of sale:

        1. On February 18,  2000,  the Company sold to an officer of the Company
           50,000  shares of common  stock upon the  exercise of employee  stock
           options.

     The Company did not employ an underwriter  in connection  with the issuance
of the securities described above. The Company believes that the issuance of the
foregoing  securities was exempt from registration under either (i) Section 4(2)
of the  Securities  Act of 1933,  as amended (the "Act"),  as  transactions  not
involving  any public  offering  and such  securities  having been  acquired for
investment and not with a view to  distribution,  or (ii) Rule 701 under the Act
as transactions made pursuant to a written compensatory benefit plan or pursuant
to a written  contract  relating to  compensation.  The  recipient  had adequate
access to information about the Company.

Item 6(a) -   Exhibits
---------

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



                                       13

<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 May 15, 2000                             By /s/ Jane M. Maida
     --------------------                        ------------------------
                                                 Jane M. Maida
                                                 Chief Accounting Officer
                                                 (Authorized Accounting Officer)