UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

     (Mark One)

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

 For the quarterly period ended March 31, 2004
                                --------------

                                       OR

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

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

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

                               Cytogen Corporation
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

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


           650 College Road East, Suite 3100, 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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). 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, 2004
------------------------------                        --------------------------
Common Stock, $.01 par value                                   15,508,493


<PAGE>

                               CYTOGEN CORPORATION

                                TABLE OF CONTENTS
                                -----------------


<TABLE>
<CAPTION>

                                                                                  Page
                                                                                  ----

<S>                                                                                 <C>
PART I.  FINANCIAL INFORMATION..................................................    1

     Item 1.  Consolidated Financial Statements (unaudited).....................    1

              Consolidated Balance Sheets as of March 31, 2004
                  and December 31, 2003.........................................    2

              Consolidated Statements of Operations for the Three Months
                  Ended March 31, 2004 and 2003.................................    3

              Consolidated Statements of Cash Flows for the Three Months
                  Ended March 31, 2004 and 2003 ................................    4

              Notes to Consolidated Financial Statements........................    5

     Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.....................................   12

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

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

PART II.  OTHER INFORMATION.....................................................   22

     Item 5.  Other Information.................................................   22

     Item 6.  Exhibits and Reports on Form 8-K..................................   22

SIGNATURES......................................................................   24
</TABLE>




                                      -i-
<PAGE>





                         PART I - FINANCIAL INFORMATION
             ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


<PAGE>



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


<TABLE>
<CAPTION>


                                                                          MARCH 31,       DECEMBER 31,
                                                                            2004              2003
                                                                         ----------       ------------
<S>                                                                      <C>               <C>
ASSETS:
Current assets:
  Cash and cash equivalents .........................................    $   8,351         $  13,630
  Short-term investments ............................................       16,635            16,585
  Accounts receivable, net ..........................................        1,257             1,445
  Inventories .......................................................        1,575             1,887
  Other current assets ..............................................        1,228               975
                                                                         ---------         ---------

    Total current assets ............................................       29,046            34,522

Property and equipment, net .........................................          648               595
Quadramet license fee, net ..........................................        7,546             7,720
Other assets ........................................................          999               858
                                                                         ---------         ---------
                                                                         $  38,239         $  43,695
                                                                         =========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
  Current portion of long-term liabilities ..........................    $      75         $      76
  Accounts payable and accrued liabilities ..........................        3,901             5,125
                                                                         ---------         ---------

    Total current liabilities .......................................        3,976             5,201
                                                                         ---------         ---------

Long-term liabilities ...............................................        2,485             2,454
                                                                         ---------         ---------

Commitments and Contingencies

Stockholders' equity:
  Preferred  stock,  $.01 par value, 5,400,000 shares authorized -
    Series C Junior Participating Preferred Stock, $.01 par value,
    200,000 shares authorized, none issued and outstanding ..........            -                 -
  Common stock, $.01 par value, 25,000,000 shares authorized,
    12,863,167 and 12,857,488 shares issued and outstanding
    at March 31, 2004 and December 31, 2003, respectively ...........          129               129
  Additional paid-in capital ........................................      401,669           401,649
  Accumulated deficit ...............................................     (370,020)         (365,738)
                                                                         ---------         ---------

    Total stockholders' equity ......................................       31,778            36,040
                                                                         ---------         ---------
                                                                         $  38,239         $  43,695
                                                                         =========         =========
</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,
                                                                ----------------------------
                                                                   2004              2003
                                                                ---------          ---------
<S>                                                             <C>                <C>
REVENUES:
  Product related:
    Quadramet ...............................................   $  1,854           $      -
    ProstaScint .............................................      1,727              1,620
    Other ...................................................          1                265
                                                                --------           --------
         Total product revenues .............................      3,582              1,885

    Quadramet royalties .....................................          -                449
                                                                --------           --------
         Total product related revenues .....................      3,582              2,334

    License and contract ....................................         19                143
                                                                --------           --------

         Total revenues .....................................      3,601              2,477
                                                                --------           --------

OPERATING EXPENSES:
  Cost of product related revenues ..........................      2,399                910
  Selling, general and administrative .......................      3,755              2,378
  Research and development ..................................        940                833
  Equity in loss of joint venture ...........................        809                880
                                                                --------           --------

         Total operating expenses ...........................      7,903              5,001
                                                                --------           --------

         Operating loss .....................................     (4,302)            (2,524)

INTEREST INCOME  ............................................         64                 36
INTEREST EXPENSE ............................................        (44)               (47)
                                                                --------           --------

         Loss before income taxes ...........................     (4,282)            (2,535)

INCOME TAX BENEFIT ..........................................          -               (584)
                                                                --------           --------

NET LOSS ....................................................   $ (4,282)          $ (1,951)
                                                                ========           ========

BASIC AND DILUTED NET LOSS PER SHARE ........................   $  (0.33)          $  (0.22)
                                                                ========           ========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ..................     12,860              8,763
                                                                ========           ========

</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,
                                                                    -----------------------------
                                                                        2004              2003
                                                                    ----------         ----------
<S>                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................          $ (4,282)          $ (1,951)
Adjustments to reconcile net loss to net cash used in
     operating activities:
       Depreciation and amortization .....................               265                163
       Stock-based compensation expenses .................                11                  5
       Amortization of deferred revenue ..................                 -                (96)
       Non-cash interest income ..........................               (50)                 -
       Loss on disposition of assets .....................                 3                  -
       Changes in assets and liabilities:
         Receivables, net ................................               188                359
         Inventories .....................................               312               (576)
         Other assets ....................................              (394)            (1,102)
         Accounts payable, accrued liabilities and
          other liabilities .............................             (1,226)              (357)
                                                                    --------           --------

       Net cash used in operating activities .............            (5,173)            (3,555)
                                                                    --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ......................               (77)                 -
                                                                    --------           --------

       Net cash used in investing activities .............               (77)                 -
                                                                    --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...................                 9                  5
Payment of long-term liabilities .........................               (38)               (44)
                                                                    --------           --------

       Net cash used in financing activities .............               (29)               (39)
                                                                    --------           --------

Net decrease in cash and cash equivalents ................            (5,279)            (3,594)

Cash and cash equivalents, beginning of period ...........            13,630             14,725
                                                                    --------           --------

Cash and cash equivalents, end of period .................          $  8,351           $ 11,131
                                                                    ========           ========

Supplemental disclosure of cash flow information:
Capital leases ...........................................          $     74           $      -
                                                                    ========           ========
</TABLE>
                The accompanying notes are an integral part of these statements.

                                            4
<PAGE>
                    CYTOGEN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  THE COMPANY

BACKGROUND

         Founded in 1980,  Cytogen  Corporation  (the "Company" or "Cytogen") of
Princeton,  New Jersey is a product-driven,  oncology-focused  biopharmaceutical
company  that  develops  and  commercializes  a balanced  portfolio  of oncology
products  that address the unmet  medical  needs of patients and the  physicians
that serve them. The Company  directly  markets  Quadramet(TM)  (samarium Sm-153
lexidronam   injection),   ProstaScint(R)   (capromab  pendetide)  kit  for  the
preparation of Indium In-111  capromab  pendetide,  and NMP22(R)  BladderChek(R)
(nuclear  matrix  protein-22)  in the United  States.  The Company has exclusive
United   States   marketing   rights   to   Combidex(R)   (ferumoxtran-10),   an
investigational    molecular    imaging   agent   consisting   of   lymphotropic
superparamagnetic  nanoparticles  used in  conjunction  with magnetic  resonance
imaging to aid in the diagnosis of metastatic lymph nodes, which is under review
by the  U.S.  Food and  Drug  Administration.  The  Company  is also  developing
therapeutics  targeting  prostate-specific  membrane  antigen (PSMA),  a protein
highly expressed on the surface of prostate cancer cells and the  neovasculature
of solid tumors.

         Cytogen has had a history of operating losses since its inception.  The
Company  currently  relies  on two  products,  ProstaScint  and  Quadramet,  for
substantially  all of its revenues.  In addition,  the Company has, from time to
time,  stopped  selling  certain  products,  such  as  OncoScint  CR/OV  and the
BrachySeed  products,  that  the  Company  previously  believed  would  generate
significant  revenues for its business.  The  Company's  products are subject to
significant  regulatory  review by the FDA and other federal and state agencies,
which requires  significant  time and  expenditures in seeking,  maintaining and
expanding product  approvals.  In addition,  the Company relies on collaborative
partners  to a  significant  degree,  among other  things,  to  manufacture  its
products,  to secure raw  materials,  and to provide  licensing  rights to their
proprietary products for the Company to sell and market to others.

BASIS OF CONSOLIDATION

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

BASIS OF PRESENTATION

         The consolidated  financial statements and notes thereto of Cytogen are
unaudited and include all adjustments,  which in the opinion of management,  are
necessary to present fairly the financial condition and results of operations as
of  and  for  the  periods  set  forth  in  the  Consolidated   Balance  Sheets,
Consolidated Statements of Operations and Consolidated Statements of Cash Flows.
All  such  accounting  adjustments  are  of  a  normal,  recurring  nature.  The
consolidated  financial  statements  do not include all of the  information  and

                                       5
<PAGE>

footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with accounting principles generally accepted in the United States of
America  and  should  be read in  conjunction  with the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K,  filed  with  the  Securities  and  Exchange  Commission,  which  includes
financial statements as of and for the year ended December 31, 2003. 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.

SHORT-TERM INVESTMENTS

         Short-term  investments  at March 31, 2004 and  December  31, 2003 were
$16.6 million and consisted of U.S. government agency notes. The Company has the
ability and intent to hold these  securities  until  maturity.  Held-to-maturity
securities  are  recorded at  amortized  cost,  adjusted  for the  accretion  of
discounts or premiums.  Discounts or premiums are accreted  over the life of the
related  security on a  straight-line  basis.  Dividend and interest  income are
recognized  when  earned.  These  securities  mature at  various  times  through
December 2004.

INVENTORIES

         The  Company's   inventories  are  primarily  related  to  ProstaScint.
Inventories  are  stated  at the lower of cost or  market  using  the  first-in,
first-out method and consisted of the following (all amounts in thousands):


                                          MARCH 31, 2004     DECEMBER 31, 2003
                                          --------------     -----------------
   Raw materials........................     $     11            $      11
   Work-in-process......................        1,089                1,089
   Finished goods.......................          475                  787
                                             --------            ---------
                                             $  1,575            $   1,887
                                             ========            =========

NET LOSS PER SHARE

         Basic net loss per common share is  calculated  by dividing net loss by
the weighted average common shares outstanding  during each period.  Diluted net
loss per common  share is the same as basic net loss per share within each three
month  period  ended March 31, 2004 and 2003,  because the  inclusion  of common
stock  equivalents,  which  consist  of stock  warrants  and  options,  would be
antidilutive due to the Company's losses.


                                       6
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2003,  the Financial  Accounting  Standards  Board ("FASB")
issued  FASB   Interpretation  No.  46  (revised  December  2003)  ("FIN  46R"),
"Consolidation of Variable Interest  Entities"  ("VIEs"),  which addresses how a
business  enterprise  should  evaluate  whether it has a  controlling  financial
interest in an entity  through  means other than voting  rights and  accordingly
should consolidate the entity. FIN 46R replaced FASB Interpretation No. 46 ("FIN
46") which was issued in January 2003.  The Company is required to apply FIN 46R
to variable  interests in VIEs  created  after  December 31, 2003.  For variable
interests in VIEs created before  January 1, 2004, FIN 46R applied  beginning on
March 31, 2004. For any VIEs that must be  consolidated  under FIN 46R that were
created  before  January 1, 2004,  the assets,  liabilities  and  noncontrolling
interests of the VIE initially are measured at their  carrying  amounts with any
difference  between the net amount added to the balance sheet and any previously
recognized  interest being recognized as the cumulative  effect of an accounting
change.  If determining the carrying amounts is not  practicable,  fair value at
the date FIN 46R first  applies may be used to measure  the assets,  liabilities
and noncontrolling interest of the VIE.

         In June 1999,  Cytogen  entered  into a joint  venture  with  Progenics
Pharmaceuticals   Inc.   ("Progenics,"  and  collectively   with  Cytogen,   the
"Members"),  to form the PSMA Development Company LLC (the "Joint Venture"). The
Joint   Venture   is   currently    developing    antibody-based   and   vaccine
immunotherapeutic    products   utilizing   Cytogen's    exclusively    licensed
prostate-specific  membrane  antigen ("PSMA")  technology.  The Joint Venture is
owned equally by Cytogen and Progenics (see Note 2).

         The Company  believes  that the Joint  Venture meets the criteria to be
considered  a variable  interest  entity,  however  Cytogen  is not the  primary
beneficiary  of this  relationship  and therefore is not required to consolidate
the Joint Venture under the requirements of FIN 46R. The adoption of FIN 46R had
no impact on the Company's consolidated  financial statements.  Cytogen accounts
for the Joint Venture using the equity method of accounting.

STOCK-BASED COMPENSATION

         The Company  follows  the  intrinsic  value  method of  accounting  for
stock-based  employee  compensation  in  accordance  with APB  Opinion  No.  25,
"Accounting  for Stock Issued to Employees,"  and related  interpretations.  The
Company  records  deferred  compensation  for option grants to employees for the
amount,  if any, by which the market price per share exceeds the exercise  price
per share at the measurement date, which is generally the grant date.

         The Company  follows the disclosure  provisions of SFAS 123 "Accounting
for  Stock-Based  Compensation,"  as amended by SFAS No.  148,  "Accounting  for
Stock-Based Compensation - Transition and Disclosure." Had compensation cost for
options been recognized in the  consolidated  statements of operations using the
fair value method of  accounting,  the Company's net loss and net loss per share
would have been as follows (all amounts in thousands, except per share data):


                                       7
<PAGE>
<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED
                                                                              MARCH 31,
                                                                  -------------------------------
                                                                     2004                 2003
                                                                     ----                 ----
    <S>                                                           <C>                <C>
    Net loss, as reported...................................      $    (4,282)       $    (1,951)
       Add: Stock-based employee compensation
         expense included in reported net loss .............               11                  1
       Deduct: Total stock-based employee
         compensation expense determined under
         fair value-based method for all awards.............             (233)              (351)
                                                                  -----------        -----------
    Pro forma net loss......................................      $    (4,504)       $    (2,301)
                                                                  ===========        ===========
    Basic and diluted net loss per
         share, as reported.................................      $     (0.33)       $     (0.22)
                                                                  ===========        ===========
    Pro forma basic and diluted net
         loss per share.....................................      $     (0.35)       $     (0.26)
                                                                  ===========        ===========
</TABLE>

RECLASSIFICATION

         Certain amounts in prior years' consolidated  financial statements have
been reclassified to conform to the current year presentation.

2.   EQUITY LOSS IN THE PSMA DEVELOPMENT COMPANY LLC

         In June 1999,  Cytogen  entered into a joint venture with  Progenics to
form the PSMA  Development  Company LLC. The Joint  Venture is owned  equally by
Cytogen and Progenics.  Cytogen  accounts for the Joint Venture using the equity
method  of  accounting.  Cytogen  has  recognized  50%  of the  Joint  Venture's
operating  results  in its  consolidated  statements  of  operations.  The Joint
Venture is  expected to continue  to incur  losses in future  years  provided an
agreement  between the Members is reached on research  program goals and budgets
for periods after 2004 and the Joint Venture's  operations are funded.  In 2004,
Cytogen  expects to provide $4.2 million in funding for the  development  of the
PSMA technologies through the Joint Venture,  $950,000 of which was funded as of
March 31,  2004.  Cytogen has not  committed  to fund the Joint  Venture  beyond
December  31,  2004  at  this  time,   except  for  obligations  under  existing
contractual  commitments  as of that date.  For the three months ended March 31,
2004 and 2003, Cytogen recognized  $809,000 and $880,000,  respectively,  of the
Joint Venture's losses. As of March 31, 2004 and December 31, 2003, the carrying
value of Cytogen's  investment  in the Joint  Venture was $690,000 and $550,000,
respectively, which represents Cytogen's investment to date in the Joint Venture
less its  cumulative  share of losses and is recorded in other assets.  Selected
financial statement  information of the Joint Venture is as follows (all amounts
in thousands):

                                       8
<PAGE>




BALANCE SHEET DATA:
<TABLE>
<CAPTION>


                                                                       MARCH 31,     DECEMBER 31,
                                                                         2004            2003
                                                                      ----------     ------------


<S>                                                                   <C>              <C>
Cash ...............................................................  $  2,307         $  1,173
Accounts receivable from Progenics Pharmaceuticals,
  a related party...................................................         -              108
                                                                      --------         --------
         Total assets...............................................  $  2,307         $  1,281
                                                                      ========         ========

Accounts payable to Progenics Pharmaceuticals, a related party......  $    582         $     -
Other accounts payable and accrued expenses.........................       361              199
                                                                      --------         --------
         Total liabilities..........................................       943              199
                                                                      --------         --------

Capital contributions...............................................     21,298          19,398
Accumulated deficit.................................................    (19,934)        (18,316)
                                                                      ---------        --------
         Total stockholders' equity.................................      1,364           1,082
                                                                      ---------        --------
         Total liabilities and stockholders' equity.................  $   2,307        $  1,281
                                                                      =========        ========
</TABLE>


INCOME STATEMENT DATA:
<TABLE>
<CAPTION>

                                              THREE
                                          MONTHS ENDED              FOR THE PERIOD
                                            MARCH  31,            FROM JUNE 15, 1999
                                    ------------------------         (INCEPTION TO
                                       2004          2003          MARCH 31, 2004
                                    ---------      ---------      ------------------

<S>                                 <C>            <C>                <C>
Interest income..............       $       3      $       -          $     237
Total expenses...............           1,621          1,759             20,171
                                    ---------      ---------          ---------

Net loss.....................       $  (1,618)     $  (1,759)         $ (19,934)
                                    =========      =========          =========
</TABLE>


3.  BRISTOL-MYERS SQUIBB MEDICAL IMAGING, INC.

         As a result  of the  Company's  reacquisition  of  marketing  rights to
Quadramet from Berlex  Laboratories Inc.  ("Berlex") in August 2003, the Company
assumed all of Berlex's  obligations  under a manufacturing and supply agreement
with Bristol-Myers Squibb Medical Imaging, Inc. ("BMSMI").  Effective January 1,
2004, the Company  entered into a new  manufacturing  and supply  agreement with
BMSMI whereby BMSMI manufactures,  distributes and provides order processing and
customer services for Cytogen relating to Quadramet.  Under the terms of the new
agreement,  Cytogen is obligated to pay at least $4.2 million  annually  through
2008,  unless  terminated by BMSMI or Cytogen on two years prior written notice.
This agreement will  automatically  renew for five successive  one-year  periods
unless terminated by BMSMI or Cytogen on two years prior written notice.  During
the first quarter of 2004, Cytogen incurred $1.1 million of manufacturing  costs

                                       9
<PAGE>

for Quadramet, all of which is included in cost of product related revenues. The
Company also pays BMSMI a variable  amount per month for each order of Quadramet
placed to cover the costs of  customer  service,  which is  included in selling,
general and administrative expenses.

4.  LITIGATION AND OTHER RELATED MATTERS

         On March 17,  2000,  the  Company  was served  with a  complaint  filed
against us in the United States District Court for the District of New Jersey by
M. David Goldenberg and  Immunomedics,  Inc.  (collectively  "Plaintiffs").  The
litigation  claims that the  Company's  ProstaScint  product  infringes a patent
purportedly owned by Goldenberg and licensed to Immunomedics.  The patent sought
to be enforced in the litigation has now expired;  as a result,  the claim, even
if successful,  would not result in an injunction  barring the continued sale of
ProstaScint  or affect any other of the Company's  products or  technology.  The
Company  believes that  ProstaScint  did not infringe this patent,  and that the
patent was  invalid  and  unenforceable.  In  addition,  the Company has certain
rights to indemnification  against  litigation and litigation  expenses from the
inventor of technology used in ProstaScint,  which may be offset against royalty
payments on sales of ProstaScint. However, given the uncertainty associated with
litigation,  the Company may incur material expenditures.  On December 17, 2001,
Cytogen filed a motion for summary judgment of  non-infringement of the asserted
claims of the patent-in-suit. The Plaintiffs opposed that motion and filed their
own  cross-motion  for summary  judgment of  infringement.  On July 3, 2002, the
Court denied both parties' summary judgment  motions,  with leave to renew those
motions after  presenting  expert  testimony and legal  argument based upon that
testimony.  The parties  subsequently  presented  expert testimony and submitted
additional  briefing.  On April 29,  2003,  the  Company's  motion  for  summary
judgment of  non-infringement  of all asserted  claims was granted,  Plaintiffs'
motion for summary  judgment of infringement was denied and the case was ordered
closed.  On May 12, 2003,  Plaintiffs  filed a Notice of Appeal  regarding  this
decision to the U.S. Court of Appeals for the Federal Circuit,  and subsequently
filed their opening brief on July 28, 2003. On September 22, 2003, Cytogen filed
its responsive  brief. On October 23, 2003,  Plaintiffs filed their reply brief.
The appeal is now fully briefed and oral argument was held on March 2, 2004. The
Court has not  indicated  when it expects to issue a ruling,  however  given the
uncertainty  associated with  litigation,  the Company cannot give any assurance
that the  litigation  could  not  result  in a  material  adverse  effect on the
Company's financial condition, results of operations or liquidity.

         In  connection  with a  recent  review  of  certain  of  the  Company's
intellectual  property,  it was  determined  that the Company was the recipient,
beginning in 1998, of correspondence from legal counsel  representing the former
employer of Dr. Julius  Horoszewicz,  the sole inventor on the principal  United
States patent covering ProstaScint.  Such correspondence alleged that the patent
rights  to Dr.  Horoszewicz's  discoveries  were  the  property  of such  former
employer  and that Dr.  Horoszewicz  had no right to assign them to the Company.
The Company vigorously disputed those allegations, and the Company has no record
of the matter having been pursued by such former  employer  subsequent to August
2000.

         The Company  believes that in view of the  marketing of the  technology
covered  by the patent  through  the sale of  ProstaScint  by the  Company,  the
Company's  right to use the underlying  technology in its continuing  production
and sale of  ProstaScint  should not be at risk.  However,  if such  claims were
reasserted,  and if it were to be concluded that Dr.  Horoszewicz in fact had no


                                       10
<PAGE>

right to assign the patent to the  Company,  a court  could  determine  that the
Company  has no right to use the  technology  covered  by the patent or that any
royalties  paid by or payable by the Company in respect of the use of the patent
should have been paid in the past,  and should in the future be payable,  to Dr.
Horoszewicz's former employer in lieu of Dr. Horoszewicz. The amount of any such
payments,  and the Company's liability for them, is not presently  determinable,
and the Company  cannot give any assurance that an adverse  determination  could
not result in a material  expenditure to the Company or have a material  adverse
effect on the Company's financial condition, results of operations or liquidity.

           Under the Company's agreement with Dr.  Horoszewicz,  Dr. Horoszewicz
has agreed to  indemnify  the  Company  against  damages  based  upon  Cytogen's
ownership of the rights assigned by Dr. Horoszewicz.

5.  SUBSEQUENT EVENT

         In April 2004, the Company issued and sold through a registered  direct
offering 2,570,000 shares of its common stock at $10.10 per share,  resulting in
net proceeds to the Company of approximately $24.0 million.


                                       11

<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         This Quarterly Report on Form 10-Q contains forward-looking  statements
within the meaning of the Private  Securities  Litigation Reform Act of 1995 and
Section 21E of the Securities Exchange Act of 1934, as amended.  All statements,
other than statements of historical facts,  included in this Quarterly Report on
Form 10-Q regarding our strategy, future operations,  financial position, future
revenues,  projected  costs,  prospects,  plans and objectives of management are
forward-looking  statements. Such forward-looking statements involve a number of
risks  and  uncertainties  and  investors  are  cautioned  not to put any  undue
reliance on any  forward-looking  statement.  We cannot  guarantee  that we will
actually  achieve the plans,  intentions or  expectations  disclosed in any such
forward-looking  statements.  Factors that could cause actual  results to differ
materially,  include,  but are not  limited  to those  identified  in our Annual
Report on Form 10-K for the year  ended  December  31,  2003  under the  caption
"Additional  Factors That May Affect Future Results" and those under the caption
"Risk Factors," as included in certain of our other filings,  from time to time,
with the Securities and Exchange Commission.  Investors are cautioned not to put
undue reliance on any forward-looking statement.

         Any forward-looking  statements made by us do not reflect the potential
impact of any future  acquisitions,  mergers,  dispositions,  joint  ventures or
investments  we may make.  We do not  assume,  and  specifically  disclaim,  any
obligation  to update  any  forward-looking  statements,  and  these  statements
represent our current outlook only as of the date given.

         The following  discussion  and analysis  should be read in  conjunction
with the consolidated  financial  statements and related notes thereto contained
elsewhere  herein,  as well as in our  Annual  Report  on Form 10-K for the year
ended  December  31,  2003 and from time to time in our other  filings  with the
Securities and Exchange Commission.

OVERVIEW

         Founded in 1980,  Cytogen  Corporation  of  Princeton,  New Jersey is a
product-driven,  oncology-focused  biopharmaceutical  company that  develops and
commercializes a balanced  portfolio of oncology products that address the unmet
medical needs of patients and the physicians that serve them. We directly market
Quadramet(TM) (samariUM Sm-153 lexidronam injection),  ProstaScint(R)  (capromab
pendetide) kit for the  preparation  of Indium In-111  capromaB  pendetide,  and
NMP22(R)  BladderChek(R)  (nuclear matrix  protein-22) in the United States.  We
have exclusive UniTEd States  marketing rights to Combidex(R)  (ferumoxtran-10),
an   investigational   molecular   imaging  agent   consisting  oF  lymphotropic
superparamagnetic  nanoparticles  used in  conjunction  with magnetic  resonance
imaging to aid in the diagnosis of metastatic lymph nodes, which is under review
by the U.S. Food and Drug  Administration.  We are also developing  therapeutics
targeting  prostate-specific membrane antigen (PSMA), a protein highly expressed
on the surface of prostate cancer cells and the  neovasculature of solid tumors.
Full prescribing information for our products is available at www.cytogen.com or
by calling  1-800-833-3533.  For more  information,  please visit our website at
www.cytogen.com, which is not part of this Quarterly Report on Form 10-Q.


                                       12
<PAGE>

SIGNIFICANT EVENTS IN 2004

CAPITAL RAISING

         In April 2004, we issued and sold 2,570,000  shares of our common stock
for $10.10 per share  through a  registered  direct  offering  resulting  in net
proceeds of  approximately  $24.0 million.  The shares in this  transaction were
registered under our existing shelf registration on Form S-3, which was declared
effective by Securities and Exchange Commission on October 30, 2003.

APPOINTMENT OF SENIOR VICE PRESIDENT OF SALES AND MARKETING

         In  April 2004,  Thomas S.  Lytle  joined  the  Company  as Senior Vice
President of Sales and  Marketing.  Mr. Lytle will oversee  strategic  sales and
marketing initiatives for our existing and future oncology products.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2004 AND 2003

REVENUES
<TABLE>
<CAPTION>

                                                                       INCREASE/(DECREASE)
                                               2004         2003          $            %
                                               ----         ----      ---------     -------
                                          (ALL AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                                         <C>          <C>          <C>             <C>
Quadramet.................................
  Product Sales (commenced August 2003)...  $  1,854     $      -     $  1,854          n/a
  Royalties (ceased July 2003) ...........         -          449         (449)       (100)%
ProstaScint ..............................     1,727        1,620          107            7%
NMP22 BladderChek
 (commenced November 2002) ...............         1           25          (24)        (96)%
BrachySeed (ceased January 2003) .........         -          240         (240)       (100)%
License and Contract .....................        19          143         (124)        (87)%
                                            --------     --------     --------
                                            $  3,601     $  2,477     $  1,124           45%
                                            ========     ========     ========
</TABLE>

           Total  revenues  for the first  quarter  of 2004  were  $3.6  million
compared to $2.5 million for the same period in 2003.  Product related revenues,
which include  product sales and  royalties,  accounted for 99% and 94% of total
revenues  for the first  quarters  of 2004 and 2003,  respectively.  License and
contract revenues accounted for the remainder of revenues.

           QUADRAMET.  Cytogen recorded  Quadramet sales of $1.9 million for the
first quarter of 2004 compared to $449,000 of Quadramet  royalty  revenue during
the first quarter of 2003.  Quadramet sales and royalties  accounted for 52% and
19% of  product  related  revenues  for the  first  quarters  of 2004 and  2003,
respectively.  Berlex  Laboratories  marketed  Quadramet  in the  United  States
through July 31, 2003.  On August 1, 2003,  we  reacquired  marketing  rights to
Quadramet from Berlex and began marketing Quadramet through our internal

                                       13
<PAGE>

specialty  sales  force.  Effective  upon the  reacquisition  of such  marketing
rights,  we no longer receive  royalty  revenue from Berlex for Quadramet and we
pay royalties to Berlex on our sales of  Quadramet.  On August 1, 2003, we began
recognizing  product revenue from our sales of Quadramet.  Currently,  we market
Quadramet  only  in  the  United  States.  Schering  AG,  Germany,  through  its
subsidiary CIS Bio International, will continue to market Quadramet in Europe as
a direct licensee of Dow Chemical Company. We believe that the future growth and
market  penetration of Quadramet is dependent upon, among other things:  (i) new
clinical  data  supporting  the expanded and earlier use of Quadramet in various
cancers;  (ii) novel research supporting  combination uses with other therapies,
such as chemotherapeutics and bisphosphonates; and (iii) establishing the use of
Quadramet at higher doses to target and treat  primary bone  cancers.  We cannot
provide any assurance that we will be able to successfully  market  Quadramet or
that  Quadramet  will achieve  greater  market  penetration on a timely basis or
result in significant revenues for us.

           PROSTASCINT.  ProstaScint  sales  were  $1.7  million  for the  first
quarter of 2004,  an increase of $107,000 from $1.6 million in the first quarter
of 2003.  Sales of  ProstaScint  accounted  for 48% and 69% of  product  related
revenues for the first quarters of 2004 and 2003, respectively.  ProstaScint has
historically been a challenging product for physicians and technologists to use,
in part due to  inherent  limitations  in  nuclear  medicine  imaging.  While we
believe  that the period to period  decrease in  ProstaScint  sales that we have
experienced in the past is due, to a large degree,  to such  challenge,  we also
believe that such decline in ProstaScint revenue may be reversed depending upon,
among other  things,  the  implementation  and  continued  research  relating to
advances in imaging technology,  new product  applications and the validation of
PSMA as an  independent  prognostic  indicator.  We cannot provide any assurance
that we will be able to successfully  market  ProstaScint,  or that  ProstaScint
will  achieve  greater  market  penetration  on a  timely  basis  or  result  in
significant revenues for us.

         NMP22 BLADDERCHEK.  NMP22 BladderChek sales during the first quarter of
2004 were  $1,000  compared  to $25,000 in the first  quarter of 2003.  We began
promoting  NMP22  BladderChek to both  urologists and  oncologists in the United
States in November 2002 using our internal sales force.  On October 30, 2003, we
entered  into an amended and  restated  distribution  agreement  with  Matritech
whereby,  effective November 8, 2003, we had the right to non-exclusively market
NMP22 BladderChek to urologists  through December 31, 2003 and have the right to
exclusively  market NMP22 BladderChek to oncologists  through December 31, 2004.
We cannot  provide any  assurance  that we will be able to  successfully  market
NMP22  BladderChek,  or that  NMP22  BladderChek  will  achieve  greater  market
penetration on a timely basis or result in significant revenues for us.

         BRACHYSEED.  BrachySeed  sales  during  the first  quarter of 2003 were
$240,000,  which represented 10% of product related revenues.  Effective January
24,  2003,  we stopped  accepting  and  filling  new  orders for the  BrachySeed
products.  In April 2003, we entered into an agreement with Draximage  Inc., the
radiopharmaceutical subsidiary of Draxis Health, Inc., to formally terminate our
agreements with respect to these products.

         LICENSE AND  CONTRACT  REVENUES.  License and  contract  revenues  were
$19,000 and  $143,000  for the first  quarters  of 2004 and 2003,  respectively.
Under SAB 101, which we adopted in 2000, license revenues from certain up-front,

                                       14
<PAGE>

non-refundable  license fees previously  recognized were deferred and were being
amortized  over the estimated  performance  period.  During the first quarter of
2003, we recognized $96,000 of previously deferred license revenue. The deferred
revenue was fully  recognized as of December 31, 2003.  During the first quarter
of 2004, we recognized  $12,000 of contract  revenues compared to $47,000 in the
first quarter of 2003 for limited research and development  services provided by
us to the PSMA  Development  Company  LLC,  our  joint  venture  with  Progenics
Pharmaceuticals  Inc. The level of future revenues for the remainder of 2004, if
any,  for  contract  services  provided  to the Joint  Venture may vary and will
depend  upon the extent of research  and  development  services  required by the
Joint Venture.

OPERATING EXPENSES
<TABLE>
<CAPTION>

                                                                                        INCREASE/(DECREASE)
                                                      2004             2003               $               %
                                                      ----             ----           ---------        ------
                                                       (ALL AMOUNTS IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S>                                                <C>              <C>               <C>               <C>
 Cost of product related revenues.............     $  2,399         $    910          $  1,489          164%
 Selling, general and administrative..........        3,755            2,378             1,377           58%
 Research and development.....................          940              833               107           13%
 Equity in loss of joint venture..............          809              880               (71)         (8)%
                                                   --------         --------          --------
                                                   $  7,903         $  5,001          $  2,902           58%
                                                   ========         ========          ========
</TABLE>

         Total  operating  expenses  for the  first  quarter  of 2004  were $7.9
million compared to $5.0 million in the same quarter of 2003.

         COST OF PRODUCT RELATED REVENUES.  Cost of product related revenues for
the first  quarter of 2004 were $2.4  million  compared  to $910,000 in the same
period  of  2003.  The  increase  from  the  prior  year  period  is  due to our
assumption,  in August 2003, of the responsibility  for manufacturing  costs for
Quadramet and  contractual  increases in 2004 related to our new agreement  with
Bristol  Myers  Squibb  Medical  Imaging,  royalties  to  Berlex on our sales of
Quadramet and the  amortization  of the up-front  payment to Berlex to reacquire
Quadramet.  The increase is partially  offset by lower costs associated with our
discontinuation of BrachySeed products in January 2003.

         SELLING,    GENERAL   AND   ADMINISTRATIVE.    Selling,   general   and
administrative expenses for the first quarter of 2004 were $3.8 million compared
to $2.4  million in the same period of 2003.  The  increase  from the prior year
period is due to the expansion of our sales force, the  implementation  of other
marketing initiatives for our existing products,  including Quadramet,  which we
reacquired from Berlex in August 2003 and increased legal and professional fees.
As of May 1, 2004, we employed 38 people in sales and  marketing.  The employees
in sales and marketing included 8 Regional Oncology  Specialists and 23 Regional
and  Territory  Managers.  We had 31  employees  in sales  and  marketing  as of
December 31, 2003 and 27 as of December 31, 2002.  In 2004,  we began  expanding
our sales force and implementing other marketing initiatives associated with the
commercialization  of our  existing  and  future  oncology  products  which will
increase current expenditure levels.

         RESEARCH AND  DEVELOPMENT.  Research and  development  expenses for the
first quarter of 2004 were  $940,000  compared to $833,000 in the same period of
2003.  The current  year  expenses  reflect our product  development  efforts in

                                       15
<PAGE>

support of new and expanded uses for Quadramet and ProstaScint, partially offset
by the  reduction  in certain  research  activities  at our  AxCell  Biosciences
subsidiary.  During the first quarter of 2004 and 2003, we incurred $251,000 and
$450,000, respectively, in expenses relating to AxCell's operations.

         EQUITY IN LOSS OF JOINT VENTURE. Our share of  the  loss  of  the  PSMA
Development Company LLC, our joint venture with Progenics (the "Joint Venture"),
was $809,000  during the first  quarter of 2004 compared to $880,000 in the same
quarter of 2003 and represented 50% of the Joint Venture's  operating losses. We
own the Joint  Venture  equally with  Progenics,  account for the Joint  Venture
using the equity method of accounting and share equally with Progenics the costs
of the Joint Venture.  In 2004, we expect to provide $4.2 million in funding for
the development of PSMA  technologies,  $950,000 of which was funded as of March
31, 2004. We have not committed to fund the Joint  Venture  beyond  December 31,
2004 at this time, except for obligations under existing contractual commitments
as of that date. We may incur  significant and increasing costs in the future to
fund our share of the  development  costs from the Joint  Venture,  although  we
cannot  provide  any  assurance  that  any  further  agreements  between  us and
Progenics will be reached regarding the Joint Venture.

         INTEREST INCOME/EXPENSE.  Interest income for the first quarter of 2004
was $64,000 compared to $36,000 in the same period of 2003. The increase in 2004
from the prior  year  period is due to higher  average  cash  balances  in 2004.
Interest  expense for the first quarter of 2004 was $44,000  compared to $47,000
in the same period of 2003.  Interest expense  includes  interest on outstanding
debt and finance charges related to various  equipment leases that are accounted
for as capital leases.

         INCOME TAX BENEFIT. During the first quarter of 2003, we sold a portion
of our New Jersey state net operating losses and research and development credit
carryforwards,  which  resulted  in the  recognition  of  $584,000 in income tax
benefit. No such sales occurred in the first quarter of 2004. Assuming the State
of New Jersey  continues to fund this program,  which is  uncertain,  the future
amount of net operating losses and research and development credit carryforwards
which  we may  sell  will  also  depend  upon the  allocation  among  qualifying
companies of an annual pool established by the State of New Jersey.

         NET  LOSS.  Net loss for the  first  quarter  of 2004 was $4.3  million
compared to $2.0 million  reported in the first  quarter of 2003.  The basic and
diluted net loss per share for the first quarter of 2004 was $0.33 based on 12.9
million  weighted  average  common shares  outstanding,  compared to a basic and
diluted net loss per share of $0.22 based on 8.8 million weighted average common
shares outstanding for the same period in 2003.

                                       16

<PAGE>
COMMITMENTS

      We have  entered  into  various  contractual  obligations  and  commercial
commitments.  The following table  summarizes our contractual  obligations as of
March 31, 2004 (all amounts in thousands):

<TABLE>
<CAPTION>

                                                       LESS
                                                       THAN       1 TO 3        4 TO 5     MORE THAN
                                                      1 YEAR       YEARS         YEARS      5 YEARS         TOTAL
                                                     --------    --------      ---------   ----------     --------
<S>                                                  <C>          <C>          <C>          <C>             <C>
Long-term debt(1) .................................  $     -      $ 2,280      $     -      $      -       $ 2,280
Capital lease obligations..........................       76           37           23             -           136
Facility leases....................................      603          883          197             -         1,683
Other operating leases.............................       11           18            7             -            36
Manufacturing and research and
 development contracts(2) .........................    4,519        4,507          260           978        10,264
Investor relations and consulting services.........      890          105            -             -           995
Capital contribution to joint venture(3) ..........    3,250            -            -             -         3,250
Minimum royalty payments(4)........................    1,210        2,000        2,000         4,623         9,833
                                                     -------     --------      -------      --------       -------

      Total........................................  $10,559      $ 9,830      $ 2,487      $  5,601       $28,477
                                                     =======      =======      =======      ========       =======
</TABLE>

     (1)  In August 1998,  we received  $2.0 million from Elan  Corporation, plc
          in exchange for a convertible promissory note. The note is convertible
          into  shares  of  our  common  stock  at $28  per  share,  subject  to
          adjustments,  and  matures  in  August  2005.  The note  bears  annual
          interest of 7%, compounded  semi-annually,  however, such interest was
          not  payable  in cash but was added to the  principal  through  August
          2000;  thereafter,  interest  is  payable in cash.  The note  contains
          certain non-financial covenants, with which we were in  compliance  as
          of March 31, 2004.

     (2)  As a result of the August 2003  reacquisition  of marketing  rights to
          Quadramet,   we  assumed   all  of   Berlex's   obligations   under  a
          manufacturing and supply agreement with BMSMI, including an obligation
          to pay manufacturing costs. Effective January 1, 2004, we entered into
          a new  manufacturing  and supply  agreement  with BMSMI  whereby BMSMI
          manufactures,  distributes and provides order  processing and customer
          services  for us  relating  to  Quadramet.  Under the terms of the new
          agreement,  we are  obligated  to pay at least $4.2  million  annually
          through  2008,  unless  terminated  by BMSMI or us on a two year prior
          written  notice.  This  agreement  will  automatically  renew for five
          successive  one-year  periods  unless  terminated  by BMSMI or us on a
          two-year  prior  written  notice.  Accordingly,  we have not  included
          commitments beyond March 31, 2006.

     (3)  In 2004,  we  expect  to  provide  $4.2  million  in  funding  for the
          development  of the PSMA  technologies  through our joint venture with
          Progenics,  $950,000 of which was funded as of March 31, 2004. We have
          not yet committed to fund the Joint Venture  beyond  December 31, 2004
          at this  time,  except  for  obligations  under  existing  contractual
          commitments as of that date. We may incur  significant  and increasing
          costs in the  future to fund our share of the  development  costs from
          the  Joint  Venture,  although  we  cannot  be sure  that any  further
          agreements  between us and  Progenics  will be reached  regarding  the
          Joint Venture.

     (4)  We acquired an exclusive  license  from The Dow  Chemical  Company for
          Quadramet for the treatment of osteoblastic bone metastases in certain
          territories. The agreement requires us to pay Dow royalties based on a
          percentage  of net sales of  Quadramet,  or a  guaranteed  contractual
          minimum  payment,  whichever  is  greater,  and future  payments  upon
          achievement of certain milestones. Future annual minimum royalties due
          to Dow are $1.0  million per year in 2004 through 2012 and $833,000 in
          2013.


                                       17
<PAGE>


In addition to the above,  we are  obligated  to make certain  royalty  payments
based on sales of the  related  product and  certain  milestone  payments if our
collaborative  partners achieved specific  development  milestones or commercial
milestones.

LIQUIDITY AND CAPITAL RESOURCES

CONDENSED STATEMENT OF CASH FLOWS:
                                                                 2004
                                                      --------------------------
                                                      (ALL AMOUNTS IN THOUSANDS)
      Net loss........................................        $  (4,282)
      Adjustment to reconcile net loss to net cash
          used in operating activities................             (891)
                                                              ---------
      Net cash used in operating activities...........           (5,173)
      Net cash used in investing activities...........              (77)
      Net cash used in financing activities...........              (29)
                                                              ---------
      Net decrease in cash and cash equivalents.......        $  (5,279)
                                                              =========

OVERVIEW

         Our cash and cash  equivalents  were $8.4 million as of March 31, 2004,
compared to $13.6 million as of December 31, 2003. The decrease in cash and cash
equivalents  from the December 31, 2003 balance was  primarily  due to increased
operating  expenditures in 2004,  including  costs to  manufacture,  promote and
support our existing  oncology  products and to expand our internal sales force.
During  the  first  quarter  ended  March 31,  2004 and 2003,  net cash used for
operating activities was $5.2 million and $3.6 million,  respectively.  In 2004,
we expect operating expenditures to increase over 2003 levels.

         As of March 31, 2004, our total cash,  cash  equivalents and short term
investment were $25.0 million compared to $30.2 million as of December 31, 2003.

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

2004 CAPITAL RAISING EVENTS

         In April 2004, we sold 2,570,000  shares of our common stock to certain
institutional  investors  for  $10.10  per  share  through a  registered  direct
offering, resulting in net proceeds of approximately $24.0 million.

OTHER LIQUIDITY EVENTS

         In 2003, we reacquired  the marketing  rights to Quadramet from Berlex.
Accordingly, effective August 1, 2003, we began recording all revenue from sales
of Quadramet.  Effective upon the  reacquisition of such marketing rights, we no
longer receive royalty revenue from Berlex and pay Berlex royalties on our sales
of  Quadramet.  As a result of the  reacquisition,  we assumed  all of  Berlex's

                                       18
<PAGE>

obligations  under a manufacturing  and supply  agreement with BMSMI.  Effective
January 1, 2004, we entered into a new  manufacturing  and supply agreement with
BMSMI whereby BMSMI manufactures,  distributes and provides order processing and
customer  services  for us  relating  to  Quadramet.  Under the terms of the new
agreement,  we are obligated to pay at least $4.2 million annually through 2008,
unless  terminated  by BMSMI or us on two years prior  written  notice.  For the
first  quarter  2004,  we  incurred  $1.1  million  of  manufacturing  costs for
Quadramet.  This agreement will automatically renew for five successive one-year
periods unless  terminated by BMSMI or us on a two year prior written notice. We
also pay BMSMI a variable  amount per month for each  Quadramet  order placed to
cover the costs of customer service. In addition,  we expect our Quadramet sales
and marketing  expenses to increase which may result in an increase in our sales
and product gross margin.

         Beginning in December  2001, we began to equally share the costs of the
Joint Venture with  Progenics.  We expect to provide  funding of $4.2 million in
2004,  of which  $950,000 was funded as of March 31, 2004. We have not committed
to fund the Joint  Venture  beyond  December  31, 2004 at this time,  except for
obligations under existing contractual commitments as of that date. We may incur
significant  and  increasing  costs  in the  future  to fund  our  share  of the
development  costs from the Joint  Venture.  Such funding  amount in  subsequent
periods may vary dependent upon, among other things, the results of the clinical
trials and research and development  activities,  competitive and  technological
developments, and market opportunities.

         We acquired an  exclusive  license  from The Dow  Chemical  Company for
Quadramet  for  the  treatment  of  osteoblastic   bone  metastases  in  certain
territories.  The  agreement  requires  us  to  pay  Dow  royalties  based  on a
percentage  of net  sales of  Quadramet,  or a  guaranteed  contractual  minimum
payment,  whichever is greater,  and future payments upon achievement of certain
milestones. Future annual minimum royalties due to Dow are $1.0 million per year
in 2004 through 2012 and $833,000 in 2013.

         Our  financial  objectives  are  to  meet  our  capital  and  operating
requirements through revenues from existing products and licensing arrangements.
To  achieve  these  objectives,  we 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 us in either cash
or stock in addition to the costs  associated  with  developing  and marketing a
product or technology.  However, we believe that, if successful, such strategies
may increase long-term revenues.  There can be no assurance as to the success of
such  strategies  or that  resulting  funds  will  be  sufficient  to meet  cash
requirements until product revenues are sufficient to cover operating  expenses,
if ever. To fund these strategic and operating activities, we may sell equity or
debt securities as market conditions permit or enter into credit facilities.

         We  have  incurred  negative  cash  flows  from  operations  since  our
inception,  and have  expended,  and expect to continue to expend in the future,
substantial  funds  to  implement  our  planned  product  development   efforts,
including acquisition of products and complementary  technologies,  research and
development,  clinical  studies and  regulatory  activities,  and to further our
marketing and sales  programs.  We expect that our existing  capital  resources,
with the net  proceeds  of $24.0  million  from the sale of our common  stock in
April 2004, should be adequate to fund our operations and commitments into 2007.

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<PAGE>

We cannot assure you that our business or operations will not change in a manner
that would consume available resources more rapidly than anticipated.  We expect
that  we  will  have  additional   requirements  for  debt  or  equity  capital,
irrespective  of whether and when we reach  profitability,  for further  product
development  costs,  product  and  technology  acquisition  costs,  and  working
capital.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Financial  Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note 1 to our Consolidated  Financial  Statements in our
Annual  Report on Form 10-K for the year  ended  December  31,  2003  includes a
summary  of  our  significant  accounting  policies  and  methods  used  in  the
preparation of our Consolidated  Financial Statements.  The following is a brief
discussion of the more significant  accounting  policies and methods used by us.
The preparation of our  Consolidated  Financial  Statements  requires us to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Our actual results could differ  materially  from
those estimates.

REVENUE RECOGNITION

         Product  related  revenues  include  product  sales by  Cytogen  to its
customers and Quadramet  royalties.  Product sales are recognized  when products
are shipped,  which is when the  customer  takes  ownership  and assumes risk of
loss, and when the collection of the relevant receivable is probable, persuasive
evidence of an agreement  exists and the sales price is fixed and  determinable.
The Company does not grant price protection to its customers.

         Prior to the  reacquisition  of marketing  rights to Quadramet from our
marketing partner,  Berlex  Laboratories,  in August 2003, we recognized royalty
revenue on Quadramet  sales made by Berlex during each period as Berlex sold the

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<PAGE>

product.  As a result of our  reacquisition,  effective August 1, 2003, we began
recognizing  revenue from the sales of Quadramet and no longer receive Quadramet
royalty revenue.

         License and contract revenues include milestone payments and fees under
collaborative  agreements with third parties,  revenues from research  services,
and revenues from other miscellaneous sources.

         In 2003, Staff Accounting Bulletin No. 104, "Revenue Recognition" ("SAB
104")  replaced  Staff  Accounting  Bulletin No. 101,  "Revenue  Recognition  In
Financial  Statements"  ("SAB  101"),  which the  Company  adopted in 2000.  The
provisions  related to  non-refundable,  up-front license fees were unchanged in
SAB 104  compared to SAB 101.  Accordingly,  we defer  non-refundable,  up-front
license fees and  recognize  them over the estimated  performance  period of the
related  agreement,  when we have  continuing  involvement.  Since  the  term of
performance periods is subject to management's estimates,  future revenues to be
recognized could be affected by changes in such estimates.

ACCOUNTS RECEIVABLE

         Our accounts  receivable balances are net of an estimated allowance for
uncollectible  accounts.  We continuously  monitor collections and payments from
our customers and maintain an allowance for  uncollectible  accounts  based upon
our historical  experience and any specific  customer  collection issues that we
have identified. While we believe our reserve estimate to be appropriate, we may
find it  necessary to adjust our  allowance  for  uncollectible  accounts if the
future  bad debt  expense  exceeds  our  estimated  reserve.  We are  subject to
concentration  risks as a limited number of our customers provide a high percent
of total revenues, and corresponding receivables.

INVENTORIES

         Inventories  are stated at the lower of cost or market,  as  determined
using the first-in,  first-out method,  which most closely reflects the physical
flow  of our  inventories.  Our  products  and  raw  materials  are  subject  to
expiration  dating. We regularly review quantities on hand to determine the need
for  reserves  for  excess  and  obsolete  inventories  based  primarily  on our
estimated  forecast of product sales.  Our estimate of future product demand may
prove to be inaccurate,  in which case we may have understated or overstated our
reserve for excess and obsolete inventories.

CARRYING VALUE OF FIXED AND INTANGIBLE ASSETS

         Our fixed  assets  and  certain  of our  acquired  rights to market our
products have been recorded at cost and are being  amortized on a  straight-line
basis  over  the  estimated  useful  life of  those  assets.  If  indicators  of
impairment exist, we assess the recoverability of the affected long-lived assets
by  determining  whether  the  carrying  value of such  assets can be  recovered
through undiscounted future operating cash flows. If impairment is indicated, we
measure the amount of such  impairment  by comparing  the carrying  value of the
assets to the present value of the expected  future cash flows  associated  with
the use of the asset. Adverse changes regarding future cash flows to be received

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<PAGE>

from  long-lived  assets could  indicate  that an impairment  exists,  and would
require the write down of the carrying value of the impaired asset at that time.

ITEM 3 -  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We do  not  have  operations  subject  to  risks  of  foreign  currency
fluctuations,  nor do we use derivative financial  instruments in our operations
or  investment  portfolio.  As of March 31,  2004,  we had $2.3  million of debt
outstanding  with a fixed interest rate of 7%. We do not have exposure to market
risks associated with changes in interest rates, as we have no variable interest
rate debt outstanding.  However, downward changes in interest rates could expose
us to market risk associated with any fixed interest rate debt.

ITEM 4 - CONTROLS AND PROCEDURES

         (a) Evaluation of disclosure  controls and procedures.  Our management,
with the  participation  of our chief  executive  officer  and  chief  financial
officer,  evaluated the effectiveness of our disclosure  controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March
31, 2004. In designing and evaluating our  disclosure  controls and  procedures,
our management  recognized that any controls and procedures,  no matter how well
designed and operated,  can provide only reasonable assurance of achieving their
objectives  and  management  necessarily  applied its judgment in evaluating the
cost-benefit  relationship of possible  controls and  procedures.  Based on this
evaluation,  our chief executive  officer and chief financial  officer concluded
that, as of March 31, 2004,  our  disclosure  controls and  procedures  were (1)
designed to ensure that  material  information  relating  to us,  including  our
consolidated  subsidiaries,  is made known to our chief  executive  officer  and
chief financial officer by others within those entities, particularly during the
period in which this report was being prepared and (2)  effective,  in that they
provide reasonable  assurance that information required to be disclosed by us in
the  reports  that  we  file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms.

         (b) Changes in internal  controls.  No change in our  internal  control
over financial  reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) occurred  during the fiscal  quarter ended March 31, 2004 that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

PART II  - OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

         On April 14, 2004,  Thomas S. Lytle  joined  Cytogen as our Senior Vice
President of Sales and Marketing.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits:
<PAGE>

    Exhibit No.           Description

        10.1   First  Amendment to Sublease  Agreement,  by and between  Cytogen
               Corporation  and Hale and Dorr LLP dated as of February 10, 2004.
               Filed herewith.

        10.2   Manufacturing   and  Supply  Agreement  by  and  between  Cytogen
               Corporation  and  Bristol-Myers  Squibb  Medical  Imaging,   Inc.
               effective as of January 1, 2004. Filed herewith.*

        14.1   Code of Business Conduct and Ethics, as amended. Filed herewith.

        31.1   Certification  of President and Chief Executive  Officer pursuant
               to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

        31.2   Certification  of  Senior  Vice  President  and  Chief  Financial
               Officer  pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
               2002. Filed herewith.

        32.1   Certification  of President and Chief Executive  Officer pursuant
               to 18 U.S.C. Section 1350. Filed herewith.

        32.2   Certification  of  Senior  Vice  President  and  Chief  Financial
               Officer pursuant to 18 U.S.C. Section 1350. Filed herewith.

     *    We have submitted an application for  confidential  treatment with the
          Securities and Exchange  Commission with respect to certain provisions
          contained  in this  exhibit.  The copy filed as an  exhibit  omits the
          information subject to the confidentiality application.

(b) Reports on Form 8-K

           On March 4, 2004,  we furnished a Current  Report on Form 8-K,  dated
March 4, 2004,  containing a copy of our  earnings  release for the period ended
December 31, 2003 (including financial  statements) pursuant to Item 12 (Results
of Operations and Financial Condition).

           On April 14, 2004, we filed a Current  Report on Form 8-K  disclosing
correspondence related to the technology underlying our ProstaScint product.

           On April 15, 2004, we filed a Current  Report on Form 8-K relating to
our sale and  issuance  of  2,570,000  shares  of our  common  stock to  certain
investors.

           On May 4, 2004,  we furnished a Current  Report on Form 8-K dated May
4, 2004,  containing a copy of our  earnings  release for the period ended March
31,  2004  (including  financial  statements)  pursuant  to Item 12  (Results of
Operations and Financial Condition).


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<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 7, 2004                By: /s/ Michael D. Becker
     ----------------               --------------------------------------------
                                    Michael D. Becker
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 7, 2004                By: /s/ Christopher P. Schnittker
     ----------------              ---------------------------------------------
                                    Christopher P. Schnittker
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



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