SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                ----------------
                                   FORM 10-K/A
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                   For the fiscal year ended December 31, 2002
                                             -----------------
                                       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 No.)

650 College Road East, Princeton, New Jersey                             08540
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

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

Securities registered  pursuant to Section  12(b) of the Act:  None
                                                              ------------------
Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $0.01 par value per share
--------------------------------------------------------------------------------
                                (Title of Class)

           Preferred Stock Purchase Rights, $0.01 par value per share
--------------------------------------------------------------------------------
                                (Title of Class)

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
           ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes X  No
                                        ---   ---

The  aggregate  market value of the  registrant's  voting shares of Common Stock
held by  non-affiliates  of the registrant on June 28, 2002, based on $10.70 per
share,  the last reported sale price on the NASDAQ National Market on that date,
was $92,517,375.

The  number of  shares  of  Common  Stock,  $.01 par  value,  of the  registrant
outstanding as of March 1, 2003 was 8,813,832 shares.

The following  documents are incorporated by reference into the Annual Report on
Form 10-K: Portions of the registrant's  definitive Proxy Statement for its 2003
Annual Meeting of  Stockholders  are  incorporated by reference into Part III of
this Report.


<PAGE>


                                EXPLANATORY NOTE

This  Amendment  No. 1 on Form 10-K/A amends the Annual Report on Form 10-K (the
"Form 10-K") of Cytogen  Corporation (the "Company" or "Cytogen") for its fiscal
year ended December 31, 2002. This Form 10-K/A is being filed:  (i) to amend and
restate "Item 15. Exhibits,  Financial  Statements,  and Reports on Form 8-K" of
the Form 10-K to include  those  certain  certifications  pursuant  to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002,  as Exhibit  99.1 to the Form  10-K;  and (ii) to  include  those  certain
"Certifications of Disclosure in Annual and Quarterly Reports", pursuant to Rule
13a-14 and Rule  15d-14 of the  Securities  Exchange  Act of 1934,  as  amended,
immediately  following  the  signatures  pages set forth in the text of the Form
10-K.

                                     PART IV

Item 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

           (a)    Documents filed as a part of the Report:

           (1) and (2)   The response to this portion of Item 15 is submitted as
             a separate section of this Form 10-K.

           (3)    Exhibits -


Exhibit No.
-----------

  3.1     Restated  Certificate  of  Incorporation  of Cytogen  Corporation,  as
          amended.  Filed as an  exhibit to Form 10-Q  Quarterly  Report for the
          quarter ended June 30, 1996, and incorporated herein by reference.

  3.2     Certificate of Amendment to the Restated  Certificate of Incorporation
          of Cytogen Corporation,  as amended.  Filed as an exhibit to Form 10-Q
          Quarterly Report for the quarter ended June 30, 2000, and incorporated
          herein by reference.

  3.3     Certificate of Amendment to the Restated Certificate of Incorporation,
          as  amended,  as filed  with the  Secretary  of State of the  State of
          Delaware on October  25,  2002.  Filed as an exhibit to the  Company's
          Current  Report on Form 8-K,  filed with the Commission on October 25,
          2002, and incorporated herein by reference.

  3.4     Certificate of Designations of Series C Junior Participating Preferred
          Stock of Cytogen  Corporation.  Filed as an  exhibit to the  Company's
          Registration  Statement on Form S-8 (File No.  333-59718),  filed with
          the  Commission  on  April  27,  2001,  and  incorporated   herein  by
          reference.

  3.5     By-Laws of Cytogen Corporation, as amended. Filed herewith.

  4.1     Amended and Restated  Rights  Agreement,  dated as of October 19, 1998
          between  Cytogen  Corporation and Chase Mellon  Shareholder  Services,
          L.L.C.,  as Rights Agent.  The Amended and Restated  Rights  Agreement
          includes the Form of  Certificate of  Designations  of Series C Junior
          Participating  Preferred  Stock  as  Exhibit  A,  the  form  of  Right
          Certificate as Exhibit B and the Summary of Rights as Exhibit C. Filed
          as an exhibit to Form 10-Q  Quarterly  Report  for the  quarter  ended
          September 30, 1998, and incorporated herein by reference.

  10.1    Lease Agreement,  dated as of March 16, 1987, by and between Peregrine
          Investment Partners I, as lessor, and Cytogen Corporation,  as lessee.
          Filed as an exhibit to Form 10-K Annual  Report for Year Ended January
          2, 1988, and incorporated herein by reference.

  10.2    Amendment,  dated as of October 16, 1987, to Lease  Agreement  between
          Peregrine Investment Partners I and Cytogen  Corporation.  Filed as an
          exhibit  to  Form  S-8  Registration  Statement  (No.  33-30595),  and
          incorporated herein by reference.


                                       1
<PAGE>
  10.3    1989  Employee  Stock  Option  Plan.  Filed as an  exhibit to Form S-8
          Registration  Statement (No.  33-30595),  and  incorporated  herein by
          reference. +

  10.4.1  1988  Stock  Option  Plan for  Non-Employee  Directors.  Filed as an
          exhibit  to  Form  S-8  Registration  Statement  (No.  33-30595),  and
          incorporated herein by reference. +

  10.4.2  Amendment  to the  Cytogen  Corporation  1988 Stock  Option Plan for
          Non-Employee Directors dated May 22, 1996. Filed as an exhibit to Form
          10-Q  Quarterly  Report  for the  quarter  ended  June 30,  1996,  and
          incorporated herein by reference. +

  10.5    Standard  Form  of  Indemnification  Agreement  entered  into  between
          Cytogen  Corporation  and its officers,  directors,  and  consultants.
          Filed as an  exhibit  to  Amendment  No.  1 to Form  S-1  Registration
          Statement (No. 33-31280), and incorporated herein by reference. +

  10.6    1989 Stock Option Policy for Outside Consultants.  Filed as an exhibit
          to Amendment No. 1 to Form S-1 Registration  Statement (No. 33-31280),
          and incorporated herein by reference. +

  10.7.1  License  Agreement  dated  as of March  31,  1993  between  Cytogen
          Corporation and The Dow Chemical Company.  Filed as an exhibit to Form
          10-Q/A-1  Amendment to Quarterly  Report for the quarter ended July 3,
          1993, and incorporated herein by reference.*

  10.7.2  Amendment of the License Agreement  between Cytogen  Corporation and
          The Dow Chemical  Company dated September 5, 1995. Filed as an exhibit
          to Form 10-Q  Quarterly  Report for the quarter  ended March 31, 1996,
          and incorporated herein by reference.*

  10.7.3  Second   Amendment  to  the  License   Agreement   between  Cytogen
          Corporation and The Dow Chemical  Company dated May 20, 1996. Filed as
          an exhibit to Form  10-Q/A-1  Amendment  to  Quarterly  Report for the
          quarter ended June 30, 1996, and incorporated herein by reference.*

  10.8    1992 Cytogen  Corporation  Employee  Stock Option Plan II, as amended.
          Filed as an exhibit to Form S-4 Registration Statement (No. 33-88612),
          and incorporated herein by reference. +

  10.9    License Agreement,  dated March 10, 1993, between Cytogen  Corporation
          and The University of North Carolina at Chapel Hill, as amended. Filed
          as an exhibit to Form 10-K Annual  Report for the year ended  December
          31, 1994,  and  incorporated  herein by  reference.*

  10.10   Option and  License  Agreement,  dated July 1, 1993,  between  Cytogen
          Corporation and Sloan-Kettering  Institute for Cancer Research.  Filed
          as an exhibit to Form 10-K Annual  Report for the year ended  December
          31,  1994,  and  incorporated  herein  by  reference.*

  10.11   Cytogen  Corporation  Amended and  Restated  1995 Stock  Option  Plan.
          Filed herewith.

  10.12   Horosziewicz  -  Cytogen  Agreement,  dated  April 20,  1989,  between
          Cytogen  Corporation and Julius S. Horosziewicz,  M.D., DMSe. Filed as
          an exhibit to Form 10-K Annual Report for the year ended  December 31,
          1995,  and  incorporated  herein by  reference.*

  10.13   Marketing and Co-Promotion  Agreement between Cytogen  Corporation and
          C.R. Bard, Inc.  effective August 1, 1996. Filed as an exhibit to Form
          10-Q  Quarterly  Report for the quarter ended  September 30, 1996, and
          incorporated herein by reference.*

  10.14   Severance  Agreement  effective as of March 26, 1996  between  Cytogen
          Corporation  and John D.  Rodwell,  Ph.D.  Filed as an exhibit to Form
          10-K  Annual  Report  for  the  year  ended  December  31,  1996,  and
          incorporated herein by reference. +

                                       2
<PAGE>
  10.15   Cytogen  Corporation  Employee Stock Purchase Plan, as amended.  Filed
          herewith. +

  10.16   License  Agreement  between Targon  Corporation and Elan  Corporation,
          plc dated July 21,  1997.  Filed as an exhibit to Form 10-Q  Quarterly
          Report for the quarter ended June 30, 1997, and incorporated herein by
          reference.*

  10.17   Convertible  Promissory  Note  dated as of  August  12,  1998  between
          Cytogen Corporation and Elan International  Services, Ltd. Filed as an
          exhibit to Form 10-Q  Quarterly  Report for the quarter ended June 30,
          1998, and incorporated herein by reference.

  10.18   Employment  agreement  effective as of August 20, 1998 between Cytogen
          Corporation  and H.  Joseph  Reiser.  Filed as an exhibit to Form 10-Q
          Quarterly  Report  for the  quarter  ended  September  30,  1998,  and
          incorporated herein by reference. +

  10.19   License  Agreement  by  and  between  Berlex  Laboratories,  Inc.  and
          Cytogen  Corporation dated as of October 28, 1998. Filed as an exhibit
          to Form 10-Q/A-1  Amendment to Quarterly  Report for the quarter ended
          September 30, 1998, and incorporated herein by reference.

  10.20   Manufacturing  Space Agreement between Bard BioPharma L.P. and Cytogen
          Corporation  dated as of January 7, 1999.  Filed as an exhibit to Form
          S-1/A-1 Amendment to Registration Statement, filed with the Commission
          on January 27, 1999, and incorporated herein by reference.

  10.21   Employment  Agreement  effective as of June 10, 1997  between  Cytogen
          Corporation and Donald F. Crane,  Jr. Filed as an exhibit to Form 10-K
          Annual Report for the year ended December 31, 1999,  and  incorporated
          herein by reference. +

  10.22   Amended  and  Restated   1999  Stock  Option  Plan  for   Non-Employee
          Directors. Filed herewith.

  10.23   Strategic Alliance  Agreement between AxCell  Biosciences  Corporation
          and InforMax, Inc. dated as of September 15, 1999. Filed as an exhibit
          to Form 10-K Annual Report for the year ended  December 31, 1999,  and
          incorporated herein by reference.*

  10.24   AxCell  Biosciences  Corporation  Employee Stock Option Plan. Filed as
          an exhibit to Form 10-K Annual Report for the year ended  December 31,
          1999, and incorporated herein by reference. +

  10.25   Master  Loan  and  Security   Agreement   No.   S7600  among   Cytogen
          Corporation,   AxCell  Biosciences   Corporation  and  Finova  Capital
          Corporation  dated December 30, 1999. Filed as an exhibit to Form 10-K
          Annual Report for the year ended December 31, 1999,  and  incorporated
          herein by reference.

  10.26   Amendment No. 1 to Marketing and Co-Promotion  Agreement  effective as
          of January 1, 2000 by and between  Cytogen  Corporation and C.R. Bard,
          Inc.  Filed as an exhibit to the  Company's  Quarterly  Report on Form
          10-Q for the quarter ended June 30, 2000, and  incorporated  herein by
          reference.

  10.27   License and  Marketing  Agreement by and between  Cytogen  Corporation
          and  Advanced  Magnetics,  Inc.  dated  August 25,  2000.  Filed as an
          exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2000, and incorporated herein by reference.*

  10.28   Development  and  Manufacturing   Agreement  by  and  between  Cytogen
          Corporation and DSM Biologics  Company B.V. dated July 12, 2000. Filed
          as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the
          quarter  ended  September  30,  2000,  and   incorporated   herein  by
          reference.*


                                       3
<PAGE>

  10.29   Common Stock  Purchase  Agreement,  dated  September  29, 2000, by and
          between  Cytogen  Corporation  and  Acqua  Wellington  North  American
          Equities  Fund,  Ltd.  Filed as an  exhibit to the  Company's  Current
          Report on Form 8-K,  filed with the Commission on October 5, 2000, and
          incorporated herein by reference.

  10.30   Common  Stock  Purchase  Agreement,  dated  October  4,  2000,  by and
          between  Cytogen  Corporation  and  Acqua  Wellington  North  American
          Equities  Fund,  Ltd.  Filed as an  exhibit to the  Company's  Current
          Report on Form 8-K, filed with the Commission on October 12, 2000, and
          incorporated herein by reference.

  10.31   Written Compensatory  Agreement by and between Cytogen Corporation and
          H. Joseph  Reiser dated August 24, 1998,  as revised on July 11, 2000.
          Filed as an exhibit to the  Company's  Registration  Statement on Form
          S-8 (File No.  333-48454),  filed with the  Commission  on October 23,
          2000, and incorporated herein by reference. +

  10.32   Written Compensatory  Agreement by and between Cytogen Corporation and
          Lawrence  Hoffman  dated  July 10,  2000.  Filed as an  exhibit to the
          Company's  Registration  Statement  on Form S-8 (File No.  333-48454),
          filed with the Commission on October 23, 2000, and incorporated herein
          by reference. +

  10.33   Product  Manufacturing  and Supply  Agreement  by and between  Cytogen
          Corporation  and Draximage Inc.  dated  December 5, 2000.  Filed as an
          exhibit to the Company's Annual Report on Form 10-K for the year ended
          December 31, 2000. *

  10.34   License and Distribution  Agreement by and between Cytogen Corporation
          and Draximage Inc. dated December 5, 2000.  Filed as an exhibit to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          2000. *

  10.35   Form  of  Executive  Change  of  Control  Severance  Agreement  by and
          between the Company and each of its  Executive  Officers.  Filed as an
          exhibit to the Company's Annual Report on Form 10-K for the year ended
          December 31, 2001, and incorporated herein by reference. +

  10.36.1 Lease Agreement by and between Newtown Associates,  L.P. and AxCell
          Biosciences Corporation dated as of July 23, 1999. Filed as an exhibit
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2001, and incorporated herein by reference.

  10.36.2 First  Amendment to the Lease  Agreement by and between 826 Newtown
          Associates,  L.P. and AxCell Biosciences Corporation dated as of March
          16, 2001.  Filed as an exhibit to the  Company's  Quarterly  Report on
          Form 10-Q for the  quarter  ended  March 31,  2001,  and  incorporated
          herein by reference.

  10.37   Cytogen  Corporation  Stock Payment  Bonus Plan  Program.  Filed as an
          exhibit to the Company's  Registration Statement on Form S-8 (File No.
          333-58384),   filed  with  the   Commission  on  April  6,  2001,  and
          incorporated herein by reference. +

  10.38   MFS Fund  Distributors,  Inc.  401(K)  Profit  Sharing Plan and Trust.
          Filed as an exhibit to the  Company's  Registration  Statement on Form
          S-8 (File No. 333-59718), filed with the Commission on April 27, 2001,
          and incorporated herein by reference. +

  10.39   Adoption  Agreement for MFS Fund Distributors,  Inc.  Non-Standardized
          401(K) Profit  Sharing Plan and Trust,  with  amendments.  Filed as an
          exhibit to the Company's  Registration Statement on Form S-8 (File No.
          333-59718),   filed  with  the  Commission  on  April  27,  2001,  and
          incorporated herein by reference.

  10.40   Cytogen   Corporation   Performance  Bonus  Plan  with  Stock  Payment
          Program.  Filed as an exhibit to Company's  Registration  Statement on
          Form S-8 (File No.  333-75304),  filed with the Commission on December
          17, 2001, and incorporated herein by reference. +


                                       4
<PAGE>
  10.41   Share Purchase  Agreement by and between  Cytogen  Corporation and the
          State of Wisconsin  Investment  Board dated as of June 18, 2001. Filed
          as an exhibit to the Company's  Current Report on Form 8-K, filed with
          the Commission on June 19, 2001, and incorporated herein by reference.

  10.42   Share Purchase  Agreement by and between  Cytogen  Corporation and the
          State of  Wisconsin  Investment  Board dated as of January  18,  2002.
          Filed as an exhibit to the Company's Current Report on Form 8-K, filed
          with the  Commission on January 24, 2002, and  incorporated  herein by
          reference.

  10.43   Limited Liability  Company  Agreement of PSMA Development  Company LLC
          by and between Cytogen Corporation,  Progenics  Pharmaceuticals,  Inc.
          and the PSMA Development  Company LLC dated June 15, 1999. Filed as an
          exhibit to the  Company's  Registration  Statement on Form S-3,  filed
          with the  Commission  on July 20,  1999,  and  incorporated  herein by
          reference.

  10.44   Amendment  No.  1 to  Limited  Liability  Company  Agreement  of  PSMA
          Development Company LLC by and between Cytogen Corporation,  Progenics
          Pharmaceuticals,  Inc.  and PSMA  Development  Company LLC dated as of
          March 22, 2002. Filed as an exhibit to the Company's  Quarterly Report
          on  Form  10-Q,  filed  with  the  Commission  on May  14,  2002,  and
          incorporated herein by reference.

  10.45   Sublease  Agreement by and between  Cytogen  Corporation  and Hale and
          Dorr  LLP  dated  as of May  23,  2002.  Filed  as an  exhibit  to the
          Company's  Quarterly Report on Form 10-Q, filed with the Commission on
          August 14, 2002, and incorporated herein by reference.

  10.46   Addendum to Stock Exchange  Agreement  among Cytogen  Corporation  and
          the  Shareholders  and Debtholders of Prostagen,  Inc. dated as of May
          14, 2002,  and amended as of August 13,  2002.  Filed as an exhibit to
          the Company's Quarterly Report on Form 10-Q, filed with the Commission
          on August 14, 2002, and incorporated herein by reference.

  10.47   Distribution   Agreement  by  and  between  Cytogen   Corporation  and
          Matritech Inc. dated October 18, 2002. Filed herewith. **

  10.48   Written Compensatory  Agreement by and between Cytogen Corporation and
          Michael D. Becker dated December17, 2002. Filed herewith. +

  10.49   Contract  Manufacturing  Agreement by and between Cytogen  Corporation
          and Laureate Pharma L.P. dated January 15, 2003. Filed herewith. **

  10.50   Quality  Agreement  by and between  Cytogen  Corporation  and Laureate
          Pharma L.P. dated January 15, 2003. Filed herewith.**

  16.1    Letter  from  Arthur  Andersen  LLP to  the  Securities  and  Exchange
          Commission  dated May 20, 2002.  Filed as an exhibit to the  Company's
          Current Report on Form 8-K, filed with the Commission on May 20, 2002,
          and incorporated herein by reference.

  16.2    Letter  from  Arthur  Andersen  LLP to  the  Securities  and  Exchange
          Commission  dated May 22, 2002.  Filed as an exhibit to the  Company's
          Current  Report on Form 8-K/A,  filed with the  Commission  on May 22,
          2002, and incorporated herein by reference.

  16.3    Letter  from  Arthur  Andersen  LLP to  the  Securities  and  Exchange
          Commission  dated May 24, 2002.  Filed as an exhibit to the  Company's
          Current Report on Form 8-K, filed with the Commission on May 24, 2002,
          and incorporated herein by reference.

  21      Subsidiaries of Cytogen Corporation. Filed herewith.


                                       5
<PAGE>

   23.1   Consent of KPMG LLP. Filed herewith.

   23.2   Consent of PricewaterhouseCoopers. Filed herewith.

   99.1   Certification pursuant to Section 18 U.S.C 1350. Filed herewith.

   99.2   Code of Ethics of Cytogen  Corporation  adopted  by the  Company as of
          March 2003. Filed herewith.

+ Management contract or compensatory plan or arrangement.

* We have received  confidential  treatment of certain  provisions  contained in
this  exhibit  pursuant  to an  order  issued  by the  Securities  and  Exchange
Commission.  The copy filed as an exhibit omits the  information  subject to the
confidentiality grant.

** 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:

               We filed two current reports on Form 8-K during the quarter ended
               December 31, 2002.

               On October 25, 2002,  we filed a current  report on Form 8-K with
               the Securities and Exchange  Commission  reporting the results of
               our special meeting of stockholders held on October 25, 2002, and
               that  we  filed  a  Certificate  of  Amendment  to  our  Restated
               Certificate of Incorporation,  as amended,  with the Secretary of
               State of the State of  Delaware to affect a  one-for-ten  reverse
               stock split of all outstanding,  issued and authorized  shares of
               our common Stock, $0.01 par value per share.

               On December 17, 2002, we filed a current  report on Form 8-K with
               the Securities and Exchange Commission  reporting certain changes
               to our senior management team.

         (c) Exhibits:

          The Exhibits filed with this Form 10-K are listed above in response to
          Item 15(a)(3).

         (d) Financial Statement Schedules:

         None.



                                       6

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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  on the 31st day of
March 2003.

                               Cytogen Corporation

                                    By: /s/ Michael D. Becker
                                        ----------------------------------------
                                        Michael D. Becker,
                                        President and Chief Executive Officer





                                       7
<PAGE>


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

                      Signature                                       Title                           Date
----------------------------------------------------  -------------------------------------      --------------
   <S>                                                <C>                                        <C>
   By:     /s/ Michael D. Becker                      Chief Executive Officer and President      March 31, 2003
           -----------------------------------------  (Principal Executive Officer and
           Michael D. Becker                          Director)
   By:     /s/ Thu A. Dang                            Vice President, Finance                    March 31, 2003
           -----------------------------------------  (Principal Financial and Accounting
           Thu A. Dang                                Officer)
   By:     /s/ John E. Bagalay, Jr.                   Director                                   March 31, 2003
           -----------------------------------------
           John E. Bagalay, Jr.
   By:     /s/ Stephen K. Carter                      Director                                   March 31, 2003
           -----------------------------------------
           Stephen K. Carter
   By:     /s/ James A. Grigsby                       Director and Chairman of the Board         March 31, 2003
           -----------------------------------------
           James A. Grigsby
   By:     /s/ Robert F. Hendrickson                  Director                                   March 31, 2003
           -----------------------------------------
           Robert F. Hendrickson
   By:     /s/ Kevin G. Lokay                         Director                                   March 31, 2003
           -----------------------------------------
           Kevin G. Lokay
   By:     /s/ H. Joseph Reiser                       Director                                   March 31, 2003
           -----------------------------------------
           H. Joseph Reiser

</TABLE>


                                                                8
<PAGE>
                                  CERTIFICATION
                                  -------------


     I, Michael D. Becker, certify that:

1)       I have reviewed this annual report on Form 10-K of Cytogen Corporation;

2)       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3)       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4)       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

                    a) designed  such  disclosure  controls  and  procedures  to
                    ensure that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this annual report is being prepared;

                    b)  evaluated   the   effectiveness   of  the   registrant's
                    disclosure  controls and  procedures  as of a date within 90
                    days prior to the filing  date of this  annual  report  (the
                    "Evaluation Date"); and

                    c) presented in this annual report our conclusions about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

5)       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

                    a) all  significant  deficiencies in the design or operation
                    of  internal  controls  which  could  adversely  affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

                    b)  any  fraud,  whether  or  not  material,  that  involves
                    management or other employees who have a significant role in
                    the registrant's internal controls; and

6)       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.




                                      By:  /s/ Michael D. Becker
                                          --------------------------------------
     Date:  March 31, 2003                Michael D. Becker
                                          President and Chief Executive Officer


                                       9

<PAGE>
                                  CERTIFICATION
                                  -------------


     I, Thu A. Dang, certify that:

1)       I have reviewed this annual report on Form 10-K of Cytogen Corporation;

2)       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

3)       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report;

4)       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

                    a) designed  such  disclosure  controls  and  procedures  to
                    ensure that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this annual report is being prepared;

                    b)  evaluated   the   effectiveness   of  the   registrant's
                    disclosure  controls and  procedures  as of a date within 90
                    days prior to the filing  date of this  annual  report  (the
                    "Evaluation Date"); and

                    c) presented in this annual report our conclusions about the
                    effectiveness  of the  disclosure  controls  and  procedures
                    based on our evaluation as of the Evaluation Date;

5)       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

                    a) all  significant  deficiencies in the design or operation
                    of  internal  controls  which  could  adversely  affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

                    b)  any  fraud,  whether  or  not  material,  that  involves
                    management or other employees who have a significant role in
                    the registrant's internal controls; and

6)       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.




                                      By:  /s/ Thu A. Dang
                                           -------------------------------------
Date:     March 31, 2003                   Thu A. Dang
                                           Vice President, Finance
                                           Principal Financial Officer




                                       10