EXHIBIT 99.2


                       CODE OF BUSINESS CONDUCT AND ETHICS



         This Code of Business  Conduct and Ethics (the "Code") sets forth legal
and ethical  standards  of conduct for  directors,  officers  and  employees  of
Cytogen  Corporation (the "Company").  This Code is intended to deter wrongdoing
and to promote  the  conduct of all Company  business  in  accordance  with high
standards  of  integrity  and  in  compliance   with  all  applicable  laws  and
regulations.  This Code applies to the Company and all of its  subsidiaries  and
other business entities controlled by it worldwide.

         If you have any questions regarding this Code or its application to you
in any situation,  you should contact your supervisor or the Company's President
and Chief Executive Officer.

Compliance with Laws, Rules and Regulations

         The Company requires that all employees,  officers and directors comply
with all laws, rules and regulations  applicable to the Company wherever it does
business.  You are expected to use good  judgment and common sense in seeking to
comply with all applicable  laws,  rules and  regulations  and to ask for advice
when you are uncertain about them.

         If you become aware of the  violation of any law, rule or regulation by
the Company, whether by its officers,  employees,  directors, or any third party
doing business on the Company's  behalf,  it is your  responsibility to promptly
report  the  matter to your  supervisor  or the  Company's  President  and Chief
Executive  Officer.  While  it  is  the  Company's  desire  to  address  matters
internally,  nothing  in this Code  should  discourage  you from  reporting  any
illegal  activity,  including any violation of the  securities  laws,  antitrust
laws,  environmental  laws or any other  federal,  state or foreign law, rule or
regulation,  to the appropriate  regulatory authority.  Employees,  officers and
directors shall not discharge, demote, suspend, threaten, harass or in any other
manner  discriminate or retaliate  against an employee because he or she reports
any such  violation,  unless  it is  determined  that the  report  was made with
knowledge  that it was false.  This Code should not be construed to prohibit you
from testifying,  participating  or otherwise  assisting in any state or federal
administrative, judicial or legislative proceeding or investigation.

Conflicts of Interest

         Employees,  officers  and  directors  must  act in the  Company's  best
interests.  You must refrain from  engaging in any activity or having a personal
interest that  presents a "conflict of interest." A conflict of interest  occurs
when your  personal  interest  interferes,  or  appears to  interfere,  with the
Company's  interests.  A conflict  of  interest  can arise  whenever  you, as an
officer, director or employee, take action or have an interest that prevents you
from performing your Company duties and responsibilities  honestly,  objectively
and effectively.

         For example:

          -    No  employee,  officer or director  shall  perform  services as a
               consultant,  employee, officer, director, advisor or in any other
               capacity  for,  or  have  a  financial   interest  in,  a  direct
               competitor of the Company,  other than services  performed at the


                                       1
<PAGE>

               Company's   request   and  other   than  a   financial   interest
               representing less than one percent (1%) of the outstanding shares
               of a publicly-held company; and

          -    No  employee,  officer or director  shall use his or her position
               with the Company to  influence a  transaction  with a supplier or
               customer in which such person has any  personal  interest,  other
               than a financial interest representing less than one percent (1%)
               of the outstanding shares of a publicly-held company.

         It is your  responsibility  to disclose any transaction or relationship
that reasonably  could be expected to give rise to a conflict of interest to the
Company's  President  and Chief  Executive  Officer or, if you are an  executive
officer or director,  to the Board of Directors,  who shall be  responsible  for
determining  whether such transaction or relationship  constitutes a conflict of
interest.

         Employees and Officers.  Employees and officers must not:
         ----------------------

          -    perform services as a consultant,  employee,  officer,  director,
               advisor or in any other capacity, or permit any close relative to
               perform  services  as an officer  or  director,  for a  customer,
               supplier  or  competitor  of  the  Company,  other  than  at  the
               Company's request;

          -    have, or permit any close relative to have, a financial  interest
               in  a  supplier  or  customer  of  the  Company,  other  than  an
               investment  representing  less  than  one  percent  (1%)  of  the
               outstanding  shares of a publicly-held  company or less than five
               percent  (5%)  of  the  outstanding  shares  of a  privately-held
               company;

          -    have, or permit any close relative to have, a financial  interest
               in  a  competitor  of  the  Company,  other  than  an  investment
               representing less than one percent (1%) of the outstanding shares
               of a publicly-held company;

          -    supervise, review or influence the job evaluation or compensation
               of a member of his or her immediate family; or

          -    engage in any other  activity or have any other interest that the
               Company's Board of Directors  determines to constitute a conflict
               of interest.

         Directors.  Directors must not:
         ---------

          -    perform services as a consultant,  employee,  officer,  director,
               advisor or in any other capacity, or permit any close relative to
               perform  services as an officer or director,  for a competitor of
               the Company;

          -    have, or permit any close relative to have, a financial  interest
               in  a  competitor  of  the  Company,  other  than  an  investment
               representing less than one percent (1%) of the outstanding shares
               of a publicly-held company;

                                       2
<PAGE>


          -    use  his or her  position  with  the  Company  to  influence  any
               decision  of the Company  relating  to a contract or  transaction
               with a supplier or  customer of the Company if the  director or a
               close relative of the director:

                    -    performs services as a consultant,  employee,  officer,
                         director,  advisor  or in any other  capacity  for such
                         supplier or customer; or

                    -    has a financial  interest in such supplier or customer,
                         other  than an  investment  representing  less than one
                         percent   (1%)   of  the   outstanding   shares   of  a
                         publicly-held company.

          -    supervise, review or influence the job evaluation or compensation
               of a member of his or her immediate family; or

          -    engage in any other  activity or have any other interest that the
               Company's Board of Directors  determines to constitute a conflict
               of interest.

         A "close relative" means a spouse,  dependent child or any other person
living in the same home  with the  employee,  officer  or  director.  "Immediate
family"  means a  close  relative  and a  parent,  sibling,  child,  mother-  or
father-in-law,   son-  or  daughter-in-law  or  brother-  or  sister-in-law.   A
"significant  customer" is a customer  that has made during the  Company's  last
full fiscal year, or proposes to make during the Company's  current fiscal year,
payments to the Company for  property or services in excess of five percent (5%)
of (i) the Company's  consolidated  gross revenues for its last full fiscal year
or (ii) the  customer's  consolidated  gross  revenues  for its last full fiscal
year.  A  "significant  supplier"  is a supplier  to which the  Company has made
during the  Company's  last full  fiscal  year,  or  proposes to make during the
Company's  current  fiscal year,  payments for property or services in excess of
five percent (5%) of (i) the Company's  consolidated gross revenues for its last
full fiscal year or (ii) the customer's consolidated gross revenues for its last
full fiscal year.

         It is your  responsibility  to disclose any transaction or relationship
that reasonably  could be expected to give rise to a conflict of interest to the
Company's  President  and Chief  Executive  Officer or, if you are an  executive
officer or director,  to the Board of Directors,  who shall be  responsible  for
determining  whether such transaction or relationship  constitutes a conflict of
interest.

Insider Trading

         Employees,   officers  and  directors  who  have  material   non-public
information  about the Company or other  companies,  including our suppliers and
customers,  as a result of their relationship with the Company are prohibited by
law and Company  policy from trading in the  Company's  securities or such other
companies,  as well as from  communicating  such information to others who might
trade on the basis of that information. To help ensure that you do not engage in
prohibited  insider  trading  and  avoid  even  the  appearance  of an  improper
transaction,  the Company has adopted and distributed an Insider Trading Policy,
a duplicate  copy of which is available  from the Legal  Department or the Human
Resources Department.


                                       3
<PAGE>

         If you are uncertain  about the constraints on your purchase or sale of
any Company  securities  or the  securities  of any other  company  that you are
familiar  with by virtue  of your  relationship  with the  Company,  you  should
consult with the Company's President and Chief Executive Officer,  before making
any such purchase or sale.

Confidentiality

         Employees,  officers and directors must maintain the confidentiality of
confidential  information  entrusted to them by the Company or other  companies,
including,  for example, our suppliers and customers,  except when disclosure is
authorized by a supervisor or legally mandated.  Unauthorized  disclosure of any
confidential  information is  prohibited.  Additionally,  employees  should take
appropriate  precautions  to ensure  that  confidential  or  sensitive  business
information, whether it is proprietary to the Company or another company, is not
communicated within the Company except to employees who have a need to know such
information  to perform  their  responsibilities  for the Company.  You are also
obligated to comply with the terms of the Confidentiality  Agreement you entered
into with the Company upon your commencement of employment with us.

         Third  parties  may ask you for  information  concerning  the  Company.
Employees,   officers  and  directors  (other  than  the  Company's   authorized
spokespersons)  must not discuss  internal  Company matters with, or disseminate
internal Company information to, anyone outside the Company,  except as required
in  the   performance   of  their  Company   duties  and  after  an  appropriate
confidentiality  agreement is in place. This prohibition applies particularly to
inquiries  concerning the Company from the media, market  professionals (such as
securities analysts,  institutional investors,  investment advisers, brokers and
dealers)  and security  holders.  All  responses  to inquiries on the  Company's
behalf  must be made  only by the  Company's  authorized  spokespersons.  If you
receive any inquiries of this nature,  you must decline to comment and refer the
inquirer to your  supervisor or one of the Company's  authorized  spokespersons.
The Company's policies with respect to public disclosure of internal matters are
described  more fully in the Company's  Disclosure  Policy,  a copy of which has
been  distributed  to all employees and a copy of which may be obtained from the
Legal Department or the Human Resources Department.

         You also must  abide by any  lawful  obligations  that you have to your
former  employer.  These  obligations  may include  restrictions  on the use and
disclosure of  confidential  information,  restrictions  on the  solicitation of
former colleagues to work at the Company and non-competition obligations.

Honest and Ethical Conduct and Fair Dealing

         Employees,  officers and directors  should  endeavor to deal  honestly,
ethically and fairly with the Company's  suppliers,  customers,  competitors and
employees.  Statements regarding the Company's products and services must not be
untrue, misleading,  deceptive or fraudulent. You must not take unfair advantage
of anyone through manipulation,  concealment,  abuse of privileged  information,
misrepresentation of material facts or any other unfair-dealing practice.


                                       4
<PAGE>
Protection and Proper Use of Corporate Assets

         Employees,  officers and directors should seek to protect the Company's
assets.  Theft,  carelessness  and waste have a direct  impact on the  Company's
financial performance.  Employees, officers and directors must use the Company's
assets and services solely for legitimate  business  purposes of the Company and
not for any personal benefit or the personal benefit of anyone else.

         Employees, officers and directors must advance the Company's legitimate
interests when the  opportunity to do so arises.  You must not take for yourself
personal  opportunities  that are  discovered  through  your  position  with the
Company or the use of the Company's property or information.

Gifts and Gratuities

         The use of  Company  funds or assets  for  gifts,  gratuities  or other
favors to employees or government officials is prohibited,  except to the extent
such gifts are in  compliance  with  applicable  law,  nominal in amount and not
given in consideration or expectation of any action by the recipient.

         Employees, officers and directors must not accept, or permit any member
of his or her immediate family to accept, any gifts,  gratuities or other favors
from any customer, supplier or other person doing or seeking to do business with
the  Company,  other  than  items of  nominal  value.  Any gifts that are not of
nominal value should be returned immediately and reported to your supervisor. If
immediate  return is not  practical,  they  should be given to the  Company  for
charitable  disposition  or  such  other  disposition  as the  Company  believes
appropriate in its sole discretion.

         Common sense and moderation  should  prevail in business  entertainment
engaged in on the Company's  behalf.  Employees,  officers and directors  should
provide, or accept, business entertainment to or from anyone doing business with
the Company  only if the  entertainment  is  infrequent,  modest and intended to
serve legitimate business goals.

         Bribes and kickbacks are criminal acts, strictly prohibited by law. You
must not offer,  give, solicit or receive any form of bribe or kickback anywhere
in the world.

Accuracy of Books and Records and Public Reports

         Employees,  officers and directors must honestly and accurately  report
all business transactions.  You are responsible for the accuracy of your records
and reports.  Accurate information is essential to the Company's ability to meet
legal and regulatory obligations.

         All  Company  books,  records  and  accounts  shall  be  maintained  in
accordance with all applicable  regulations and standards and accurately reflect
the true  nature  of the  transactions  they  record.  The  Company's  financial
statements  shall  conform  to  generally  accepted  accounting  rules  and  the
Company's  accounting  policies.  No undisclosed  or unrecorded  account or fund
shall be established  for any purpose.  No false or misleading  entries shall be
made in the Company's  books or records for any reason,  and no  disbursement of
corporate  funds or other  corporate  property  shall be made  without  adequate
supporting documentation.


                                       5
<PAGE>

         It is the Company's policy to provide full, fair, accurate,  timely and
understandable  disclosure in reports and documents filed with, or submitted to,
the Securities and Exchange Commission and in other public communications.

Concerns Regarding Accounting or Auditing Matters

         Employees with concerns regarding  questionable  accounting or auditing
matters or complaints  regarding  accounting,  internal  accounting  controls or
auditing matters may  confidentially,  and anonymously if they wish, submit such
concerns or complaints in writing to the Company's President and Chief Executive
Officer.  All such  concerns  and  complaints  will be  forwarded  to the  Audit
Committee of the Board of  Directors,  unless they are  determined to be without
merit by the Company's  President and Chief Executive  Officer.  In any event, a
record of all  complaints  and concerns  received  will be provided to the Audit
Committee  each fiscal  quarter.  Any such  concerns or  complaints  may also be
communicated,  confidentially and, if you desire,  anonymously,  directly to any
member of the Audit Committee of the Board of Directors.

         The  Audit  Committee  will  evaluate  the  merits of any  concerns  or
complaints  received by it and authorize such follow-up  actions,  if any, as it
deems  necessary  or  appropriate  to address  the  substance  of the concern or
complaint.

         The Company  will not  discipline,  discriminate  against or  retaliate
against any employee who reports a complaint or concern, unless it is determined
that the report was made with knowledge that it was false.

Waivers of this Code of Business Conduct and Ethics

         While  some of the  policies  contained  in this Code must be  strictly
adhered to and no exceptions  can be allowed,  in other cases  exceptions may be
possible. Any employee or officer who believes that an exception to any of these
policies  is  appropriate  in his or her case  should  first  contact his or her
immediate supervisor. If the supervisor agrees that an exception is appropriate,
the approval of the  Company's  President  and Chief  Executive  Officer must be
obtained.   The  Company's  President  and  Chief  Executive  Officer  shall  be
responsible  for maintaining a complete record of all requests for exceptions to
any of these policies and the disposition of such requests.

         Any  executive  officer or director  who seeks an  exception  to any of
these  policies  should  contact the  Company's  President  and Chief  Executive
Officer.  Any waiver of this Code for  executive  officers or  directors  or any
change to this Code that applies to executive  officers or directors may be made
only by the  Company's  Board of Directors  and will be disclosed as required by
law or stock market regulation.

Reporting and Compliance Procedures

         Every  employee,  officer and  director has the  responsibility  to ask
questions,  seek guidance,  report  suspected  violations  and express  concerns
regarding compliance with this Code. Any employee, officer or director who knows
or believes that any other employee or representative of the Company has engaged
or is engaging in Company-related  conduct that violates  applicable law or this
Code should report such information to his or her supervisor or to the Company's
President and Chief Executive  Officer,  as described below. You may report such


                                       6
<PAGE>

conduct openly or anonymously without fear of retaliation.  The Company will not
discipline,  discriminate  against or retaliate against any employee who reports
such conduct,  unless it is determined  that the report was made with  knowledge
that it was false, or who cooperates in any  investigation or inquiry  regarding
such conduct.  Any  supervisor who receives a report of a violation of this Code
must immediately inform the Company's President and Chief Executive Officer.

         You may report  violations of this Code, on a confidential or anonymous
basis, by contacting the Company's President and Chief Executive Officer by fax,
mail or e-mail at: 609-750-8201,  or  mbecker@cytogen.com.  While we prefer that
you identify  yourself when  reporting  violations so that we may follow up with
you,  as  necessary,   for  additional  information,   you  may  leave  messages
anonymously if you wish.

         If  the  Company's  President  and  Chief  Executive  Officer  receives
information  regarding an alleged  violation of this Code,  he or she shall,  as
appropriate,  (a)  evaluate  such  information,  (b)  if the  alleged  violation
involves an  executive  officer or a director,  inform the Board of Directors of
the alleged  violation,  (c)  determine  whether it is  necessary  to conduct an
informal inquiry or a formal  investigation and, if so, initiate such inquiry or
investigation  and (d) report the results of any such inquiry or  investigation,
together with a  recommendation  as to disposition  of the matter,  to the Audit
Committee  of the Board of  Directors  for action,  or if the alleged  violation
involves  an  executive  officer or a  director,  report the results of any such
inquiry or  investigation  to the Board of  Directors  or a  committee  thereof.
Employees,  officers and  directors  are  expected to  cooperate  fully with any
inquiry or investigation by the Company  regarding an alleged  violation of this
Code.  Failure to cooperate with any such inquiry or investigation may result in
disciplinary action, up to and including discharge.

         The  Company  shall  determine  whether  violations  of this  Code have
occurred  and, if so,  shall  determine  the  disciplinary  measures to be taken
against any employee who has violated  this Code.  In the event that the alleged
violation  involves  an  executive  officer or a director,  the Chief  Executive
Officer and the Board of  Directors,  respectively,  shall  determine  whether a
violation of this Code has occurred and, if so, shall determine the disciplinary
measures to be taken against such executive officer or director.

         Failure to comply with the standards  outlined in this Code will result
in disciplinary  action  including,  but not limited to,  reprimands,  warnings,
probation or suspension without pay, demotions,  reductions in salary, discharge
and  restitution.  Certain  violations  of this Code may  require the Company to
refer the matter to the appropriate  governmental or regulatory  authorities for
investigation or prosecution.  Moreover,  any supervisor who directs or approves
of any conduct in violation of this Code,  or who has  knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

Dissemination and Amendment

         This  Code  shall be  distributed  to each new  employee,  officer  and
director of the Company  upon  commencement  of his or her  employment  or other
relationship  with the  Company and shall also be  distributed  annually to each
employee,  officer and director of the Company,  and each employee,  officer and
director shall certify that he or she has received, read and understood the Code
and has complied with its terms.


                                       7
<PAGE>


         The Company  reserves the right to amend,  alter or terminate this Code
at any time  for any  reason.  The  most  current  version  of this  Code can be
obtained by contacting the Legal Department or the Human Resources Department.

         This document is not an employment contract between the Company and any
of its employees, officers or directors and does not alter the Company's at-will
employment policy.


                                       8