UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant                    |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X|  Preliminary Proxy Statement           |_|  Confidential, for Use of the
                                                Commission only (as permitted by
                                                Rule 14a-6(e)(2))

|_|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|_|  Soliciting Material Under Rule 14a-12

                               CYTOGEN CORPORATION
                               -------------------
                (Name of Registrant as Specified in its Charter)

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):
|X|  No fee required.
|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit price or other underlying value of transaction computed
          pursuant  to  Exchange  Act Rule 0-11 (set  forth the  amount on
          which  the  filing  fee  is  calculated  and  state  how  it was
          determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange  Act
     Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
     was paid  previously.  Identify  the  previous  filing by  registration
     statement number, or the form or schedule and the date of its filing.

     (1)  Amount previously paid:

     (2)  Form, Schedule or Registration Statement No.:

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     (4)  Date Filed:







                               CYTOGEN CORPORATION
                              650 COLLEGE ROAD EAST
                           PRINCETON, NEW JERSEY 08540





                                                           October [     ], 2002

To Our Stockholders:

         You  are  most  cordially  invited  to  attend  a  Special  Meeting  of
Stockholders  of Cytogen  Corporation  to be held at 8:30 a.m.,  local time,  on
Friday,  October 25, 2002, at the offices of Hale and Dorr LLP, 650 College Road
East, 4th Floor, Princeton, New Jersey 08540.

         The Notice of Special  Meeting  and Proxy  Statement  on the  following
pages describe the matters to be presented at the Special Meeting.

         It is important that your shares be represented at the Special  Meeting
to ensure  the  presence  of a  quorum.  Whether  or not you plan to attend  the
Special  Meeting,  we hope  that  you  will  have  your  shares  represented  by
completing,  signing,  dating and  returning  your  proxy  card in the  envelope
provided, as soon as possible.  Unless the proxy is validly revoked by you, your
shares will be voted in accordance with the  instructions you have given in your
proxy.

         Thank you for your continued support,  we look forward to seeing you on
October 25, 2002.

                                   Sincerely,


                                   /s/ H. Joseph Reiser
                                   H. Joseph Reiser, Ph.D.
                                   President and Chief Executive Officer












                               cytogen corporation
                              650 cOLLEGE ROAD EAST
                           princeton, new jersey 08540


                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                           To Be Held October 25, 2002

         The  Special  Meeting  of  Stockholders   (the  "Meeting")  of  CYTOGEN
CORPORATION, a Delaware corporation (the "Company"), will be held at the offices
of Hale and Dorr LLP, 650 College Road East,  4th Floor,  Princeton,  New Jersey
08540, on Friday,  October 25, 2002, at 8:30 A.M., local time, for the following
purposes:

(1)  To  approve  an  amendment  to  the  Company's   Restated   Certificate  of
     Incorporation, as amended, to effect a reverse stock split of the Company's
     Common Stock,  $.01 par value per share (the "Common Stock"),  and to grant
     the Company's Board of Directors the authority, in its sole discretion,  to
     (i) set the ratio for the reverse stock split at up to one-for-ten, or (ii)
     not to complete the reverse stock split;

(2)  To  approve  an  amendment  to  the  Company's   Restated   Certificate  of
     Incorporation,  as amended,  to decrease the number of authorized shares of
     Common  Stock  from  250,000,000  to a reduced  number  of  shares  that is
     proportionate  to the reduction in outstanding  shares of Common Stock as a
     result of the reverse  stock split,  subject to  completion  of the reverse
     stock split; and

(3)  To transact such other business as may properly come before the Meeting or
     any adjournment or adjournments thereof.

         Holders of Common  Stock of record at the close of  business  on August
27,  2002  are  entitled  to  notice  of and to  vote  at  the  Meeting,  or any
adjournment or adjournments  thereof.  A complete list of such stockholders will
be open to the examination of any stockholder  during ordinary business hours at
the Company's principal  executive offices at 650 College Road East,  Princeton,
New Jersey 08540,  for a period of ten (10) days prior to the Meeting as well as
on the day of the  Meeting.  The  Meeting  may be  adjourned  from  time to time
without notice other than by announcement at the Meeting.

         IT IS  IMPORTANT  THAT YOUR  SHARES BE  REPRESENTED  REGARDLESS  OF THE
NUMBER OF SHARES YOU MAY HOLD.  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON,  PLEASE  COMPLETE,  DATE AND SIGN THE  ENCLOSED  PROXY  CARD AND MAIL IT
PROMPTLY IN THE  ENCLOSED  RETURN  ENVELOPE.  THE PROMPT  RETURN OF PROXIES WILL
ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER  SOLICITATION.  EACH
PROXY  GRANTED MAY BE REVOKED BY THE  STOCKHOLDER  APPOINTING  SUCH PROXY AT ANY
TIME BEFORE IT IS VOTED.  IF YOU RECEIVE  MORE THAN ONE PROXY CARD  BECAUSE YOUR
SHARES ARE  REGISTERED  IN DIFFERENT  NAMES OR  ADDRESSES,  EACH SUCH PROXY CARD
SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

                       By Order of the Board of Directors



                       /s/ H. Joseph Reiser
                       H. Joseph Reiser, Ph.D.
                       President and Chief Executive Officer

Princeton, New Jersey
October [  ], 2002



                               CYTOGEN CORPORATION
                              650 COLLEGE ROAD EAST
                           PRINCETON, NEW JERSEY 08540

--------------------------------------------------------------------------------
                                 PROXY STATEMENT

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

                       FOR SPECIAL MEETING OF STOCKHOLDERS
                                OCTOBER 25, 2002

         This Proxy Statement is furnished in connection  with the  solicitation
by the Board of Directors of Cytogen Corporation (the "Company," "Cytogen," "we"
or "us") of proxies to be voted at our  Special  Meeting of  Stockholders  to be
held on Friday, October 25, 2002 (the "Meeting") at the offices of Hale and Dorr
LLP, 650 College Road East, 4th Floor, Princeton, New Jersey 08540 at 8:30 a.m.,
local time, and at any adjournment or adjournments thereof. Holders of record of
our Common Stock, $.01 par value per share (the "Common Stock"), as of the close
of business on August 27, 2002, will be entitled to notice of and to vote at the
Meeting and any adjournment or adjournments thereof. As of that date, there were
86,779,852  shares of Common Stock issued and  outstanding and entitled to vote.
Each share of Common  Stock is entitled to one vote on any matter  presented  to
stockholders at the Meeting.  As of August 27, 2002, there were 4,339 holders of
record of our Common Stock.

         If proxies in the accompanying form are properly executed and returned,
the  shares of Common  Stock  represented  thereby  will be voted in the  manner
specified  therein.  If not  otherwise  specified,  the  shares of Common  Stock
represented  by the  proxies  will be voted  (i) FOR,  a  proposal  to amend our
Restated  Certificate of  Incorporation,  as amended,  to effect a reverse stock
split of our Common Stock,  and to grant our Board of Directors the authority to
set the  ratio  for the  reverse  stock  split at up to  one-for-ten,  or not to
complete the reverse stock split, in its sole  discretion,  (ii) FOR, a proposal
to amend our Restated Certificate of Incorporation,  as amended, to decrease the
number of authorized shares of Common Stock from 250,000,000 to a reduced number
of shares that is proportionate to the reduction in outstanding shares of Common
Stock as a result of the  reverse  stock  split,  subject to  completion  of the
reverse  stock split,  and (iii) in the  discretion  of the persons named in the
enclosed form of proxy,  on any other  proposals  which may properly come before
the Meeting or any adjournment or adjournments  thereof. Any stockholder who has
submitted  a proxy may  revoke it at any time  before  it is voted,  by  written
notice addressed to and received by the President of the Company,  by submitting
a duly  executed  proxy bearing a later date or by electing to vote in person at
the Meeting.  The mere presence at the Meeting of the person  appointing a proxy
does not, however, revoke the appointment.

         The  presence,  in person or by proxy,  of  holders of shares of Common
Stock  having a  majority  of the votes  entitled  to be cast by the  holders of
Common Stock at the Meeting shall  constitute a quorum.  The affirmative vote by
the  holders of a majority  of the shares of Common  Stock  entitled  to vote is
required  for the  approval of each of Proposal  No. 1,  relating to the reverse
stock split, and Proposal No. 2, relating to the proposed decrease in the number
of shares of the Company's authorized Common Stock.

         Abstentions  are  included  in the shares  present at the  Meeting  for
purposes of determining  whether a quorum is present,  and are counted as a vote
against for  purposes of  determining  whether a proposal  is  approved.  Broker
non-votes  (when shares are  represented at the Meeting by a proxy  specifically
conferring only limited authority to vote on certain matters and no authority to
vote on other matters) are included in the determination of the number of shares
represented  at the Meeting  for  purposes  of  determining  whether a quorum is
present but are not counted for purposes of  determining  whether a proposal has
been approved and thus have no effect on the outcome.

         This Proxy  Statement,  together  with the related proxy card, is being
mailed to our stockholders on or about October [ ], 2002.






                                 PROPOSAL NO. 1

                               REVERSE STOCK SPLIT

Introduction

         Our  Board  of  Directors  believes  it is  advisable  and in the  best
interests  of our  stockholders  to  authorize  a  reverse  stock  split  of our
outstanding  Common Stock.  Our Board of Directors has unanimously  approved the
presentation to stockholders of a proposal to amend our Restated  Certificate of
Incorporation,  as amended (the  "Certificate  of  Incorporation"),  to effect a
reverse  stock split of our Common  Stock on the terms  described  in this Proxy
Statement.  The Board of  Directors is asking the  stockholders  to approve this
amendment,  which the Board of Directors may implement in its sole discretion at
any  time  on or  before  December  31,  2002.  The  Board  is also  asking  the
stockholders  to grant to them the  authority  to set the ratio for the  reverse
stock split at up to one-for-ten (the "Reverse Split").

         The  principal  effect of the Reverse  Split  would be to decrease  the
outstanding  number of shares of our Common Stock.  Except for adjustments  that
may result from the  treatment of  fractional  shares as described  below,  each
stockholder   would  hold  the  same  percentage  of  Common  Stock  outstanding
immediately  following the Reverse Split as such  stockholder  held  immediately
prior to the Reverse Split.  The relative voting and other rights that accompany
the shares of Common Stock would not be affected by the Reverse Split.

         If the  stockholders  approve the proposal for the Reverse Split at the
Meeting,  at any  time  on or  before  December  31,  2002,  the  Board  will be
authorized, in its sole discretion, to implement the Reverse Split or to abandon
the Reverse Split. The Board will set the ratio for the Reverse Split or abandon
the Reverse  Split as it  determines is advisable  considering  relevant  market
conditions at the time of the Reverse Split. The Board believes that approval of
this  discretion to the Board,  rather than approval of an immediate stock split
of a specified  ratio,  provides the Board with maximum  flexibility to react to
current  market  conditions  and to therefore  act in the best  interests of the
Company and its stockholders.

         The  proposed   Certificate   of  Amendment  to  our   Certificate   of
Incorporation  is  attached to this Proxy  Statement  as Appendix A. The Reverse
Split will become  effective  upon filing the  Certificate of Amendment with the
Secretary  of State of the State of Delaware or at such later date as may be set
forth in the Certificate of Amendment (the "Effective Date").

         Stockholders  do not have the statutory  right to dissent and obtain an
appraisal of their shares under Delaware law in connection with the amendment to
the Certificate of Incorporation to complete the Reverse Split.

Background and Reasons for the Reverse Split

         The  primary  purpose of the Reverse  Split is to  increase  the market
price of our Common Stock above the minimum bid  requirement  of $1.00 per share
required by The Nasdaq Stock Market, Inc. ("Nasdaq"). Our Common Stock is quoted
on the Nasdaq National  Market.  In order for our Common Stock to continue to be
quoted  thereon,  we are  required to continue  to comply with  various  listing
maintenance  standards  established by Nasdaq,  which are described below. Among
other  requirements,  we are  required  to  maintain a minimum bid price for our
Common Stock of at least $1.00 per share.

         Under Nasdaq's listing maintenance standards,  if the closing bid price
of our Common Stock is under $1.00 per share for 30 consecutive trading days and
does not thereafter regain  compliance for a minimum of ten consecutive  trading
days during the ninety calendar days following  notification  by Nasdaq,  Nasdaq
may delist our Common Stock from trading on the Nasdaq National Market.

         We received a letter,  dated August 14, 2002,  from Nasdaq  advising us
that the bid price for our Common  Stock had closed  below $1.00 per share for a
period of thirty  consecutive  trading days.  Nasdaq further  advised us that we
would be given a period of ninety  calendar days within which to comply with the
minimum bid price  requirement  in order to  maintain  our listing on the Nasdaq
National Market.

         We believe  that  maintaining  the  listing of our Common  Stock on the
Nasdaq  National  Market is in the best interests of the Company and that of our
stockholders.  If our  stockholders  do not approve  the  proposal to effect the
Reverse Split,  and the closing bid price of our Common Stock does not otherwise
rise above  $1.00,  we believe  that our Common Stock will cease to be listed on
the Nasdaq National Market.

                                      -2-


         If our Common Stock is not listed on the Nasdaq National Market and the
trading price of our Common Stock were to remain below $1.00 per share,  trading
in our Common Stock would also be subject to the  requirements  of certain rules
promulgated under the Securities Exchange Act of 1934, as amended, which require
additional disclosures by broker-dealers in connection with any trades involving
a stock defined as a "penny stock" (generally, a non-Nasdaq equity security that
has a market price of less than $5.00 per share, subject to certain exceptions).
In such event,  the additional  burdens  imposed upon  broker-dealers  to effect
transactions  in the Common  Stock could  inhibit  brokers  from  trading in our
Common Stock and further limit the market  liquidity of our Common Stock and the
ability of our investors to trade our Common Stock.

         In  addition  to the $1.00  minimum  bid  price  per share  requirement
described  above,  the  continued  listing  of our  Common  Stock on the  Nasdaq
National Market is subject to the continued  compliance with other  quantitative
and qualitative maintenance requirements set forth in the Nasdaq National Market
listing  requirements.   In  particular,  the  Nasdaq  National  Market  listing
requirements,  under  maintenance  standard 1, require that a company  currently
included in the Nasdaq National  Market meet each of the following  standards to
maintain its continued  listing:  (i)  stockholders  equity of  $10,000,000  (or
through November 1, 2002 net tangible assets of $4,000,000); (ii) a public float
of 750,000  shares;  (iii) a market value of public float of $5,000,000;  (iv) a
minimum bid price of $1.00 per share; (v) 400 round lot  stockholders;  (vi) two
registered,  active market makers;  and (vii)  compliance with Nasdaq  corporate
governance rules.

         Although we believe that the Reverse Split is in the best  interests of
the Company and our stockholders,  if implemented,  the Reverse Split may result
in some  stockholders  owning  "odd-lots"  of less  than 100  shares.  Brokerage
commissions  and  other  costs  of  transactions  in  odd-lots  may  be  higher,
particularly  on a  per-share  basis,  than  the  cost of  transactions  in even
multiples  of 100  shares.  In  addition,  the  Reverse  Split will make it more
difficult for us to meet other  requirements for continued listing on the Nasdaq
National  Market  relating to the  minimum  number of shares that must be in the
public float and the minimum number of round lot holders.

         Our Board believes that the Reverse Split and  anticipated  increase in
the  price of our  Common  Stock  should  also  enhance  the  acceptability  and
marketability  of our Common  Stock to the  financial  community  and  investing
public, while a delisting could greatly impair our ability to access the capital
markets.  Many  institutional  investors  have  policies  prohibiting  them from
holding  lower-priced  stocks in their  portfolios,  which reduces the number of
potential buyers of our Common Stock.  Additionally,  analysts at many brokerage
firms are reluctant to recommend lower-priced stocks to their clients or monitor
the activity of  lower-priced  stocks.  Brokerage  houses also  frequently  have
internal practices and policies that discourage  individual brokers from dealing
in lower-priced  stocks.  Further,  because brokers' commissions on lower-priced
stock  generally   represent  a  higher  percentage  of  the  stock  price  than
commissions  on higher  priced  stock,  investors  in  lower-priced  stocks  pay
transaction  costs which are a higher  percentage  of their  total share  value,
which may limit the  willingness  of individual  investors and  institutions  to
purchase our Common Stock.

         In addition,  firms that  currently  make a market for our Common Stock
could  discontinue  that  role.  Many  analysts  will not  provide  research  on
companies  whose stock trades below  certain  price levels or that trades on the
"pink sheets" or on regional exchanges.

         We  cannot  assure  you that the  Reverse  Split  will  have any of the
desired consequences  described above.  Specifically,  we cannot assure you that
after the  Reverse  Split the  market  price of our Common  Stock will  increase
proportionately to the ratio for the Reverse Split, that the market price of our
Common  Stock  will not  decrease  to its  pre-split  level  or that our  market
capitalization  will be equal to the market  capitalization  before the  Reverse
Split.

Shares of Common Stock and Preferred Stock Available for Future Issuance

         We are currently authorized to issue a maximum of 250,000,000 shares of
Common Stock and 5,400,000  shares of Preferred Stock. As of September 24, 2002,
we had 88,059,052 shares of Common Stock outstanding, 6,561,497 shares of Common
Stock   reserved  for  issuance  under  our  stock  option  and  various  equity
compensation  plans,  323,630  shares of Common Stock  issuable upon exercise of
outstanding  warrants and 930,286  shares of Common Stock  reserved for issuance
upon conversion of outstanding convertible promissory notes. As of September 24,
2002,  we also had 200,000  shares of  Preferred  Stock  designated  as Series C
Junior Participating  Preferred Stock, all of which are reserved for issuance in
connection with our  stockholder  rights plan and are not issued or outstanding.
No  shares of  Preferred  Stock  were  outstanding  as of  September  24,  2002.
Accordingly,  we have 154,129,118 shares of Common Stock and 5,200,000 shares of
undesignated  Preferred Stock available for future issuance at the present time.
The Reverse Split would reduce the number of shares of our Common Stock that are
issued and  outstanding,  the number of shares  reserved for issuance  under our
stock  option  and  various  equity  compensation  plans,  the  number of shares

                                      -3-

issuable  upon  exercise  of  outstanding   warrants  and  upon   conversion  of
outstanding  promissory  notes  and the  number  of  shares  issuable  upon  the
conversion of reserved Series C Junior  Participating  Preferred  Stock. We will
decrease the number of authorized  shares of Common Stock from  250,000,000 to a
reduced number of shares that is  proportionate  to the reduction in outstanding
shares of Common Stock as a result of the Reverse  Split,  subject to completion
of the Reverse  Split and  stockholder  approval of Proposal No. 2. We will not,
however,  decrease the number of shares of Preferred Stock we will be authorized
to issue.

         If the Reverse Split is implemented,  each  outstanding and unexercised
option and warrant that is  exercisable  for shares of our Common Stock would be
automatically converted into an economically equivalent option, warrant or other
security  to purchase  shares of our Common  Stock by  decreasing  the number of
shares  underlying  the option,  warrant or security and increasing the exercise
price  appropriately.  In  addition,  the number of shares of Common Stock which
remain  available  for issuance  under our stock option plans will be reduced by
the same ratio as the Reverse Split. In addition, the number of shares of Common
Stock that we currently have registered on our "shelf" Registration Statement on
Form  S-3  will  be,  subsequent  to the  effectiveness  of the  Reverse  Split,
proportionately reduced.

Potential Anti-Takeover Effects

         We will  decrease the number of shares of Common Stock  authorized  for
issuance proportionate to the reduction in outstanding shares of Common Stock as
a result of the Reverse  Split and subject to  stockholder  approval of Proposal
No. 2. We are not,  however,  decreasing  the number of shares of our  Preferred
Stock available for issuance subsequent to the Reverse Split. Failing to receive
stockholder  approval of Proposal No. 2 to decrease the authorized Common Stock,
or maintaining  the current level of authorized  Preferred  Stock,  may have the
effect of  impeding  an  unsolicited  attempt  by a person or entity to  acquire
control of Cytogen, although our Board of Directors does not intend or view this
as an  anti-takeover  measure nor are we aware of any  proposed or  contemplated
transaction of this type. Our issuance of additional  shares of Preferred  Stock
may, depending upon the circumstances under which the shares are issued,  reduce
stockholders'  equity per share,  and will reduce the percentage of ownership of
our capital stock of existing stockholders.

Effecting the Reverse Split

         If approved by stockholders  at the Meeting,  the Reverse Split will be
effected  only upon the Board's  determination  that the Reverse Split is in the
best  interests  of  the  Company  and  the  Company's   stockholders   and  its
establishment of an appropriate  ratio for the Reverse Split based on factors at
the time.  The Board will  consider,  among  other  factors,  prevailing  market
conditions,  the likely  effect of the Reverse  Split on the market price of our
Common Stock and on our compliance with the Nasdaq listing requirements, and the
marketability and liquidity of our Common Stock.  Although we expect to file the
Certificate of Amendment to our Certificate of Incorporation  with the Secretary
of State of the  State of  Delaware  to effect  the  Reverse  Split  immediately
following  approval of the Reverse  Split at the Meeting,  the actual  timing of
this filing  will be  determined  by the Board of  Directors.  Also,  if for any
reason the Board of Directors deems it advisable to do so, the Reverse Split may
be abandoned at any time prior to the filing of the  Certificate  of  Amendment,
without  further action by the  stockholders  of the Company.  The Reverse Split
will be effective as of the date of the Effective Date.

         Upon the filing of the Certificate of Amendment, without further action
on the part of the Company or the Company's stockholders, the outstanding shares
of Common Stock held by stockholders of record as of the Effective Date would be
converted into the right to receive a number of shares of Common Stock issued in
accordance  with the terms of the  Certificate  of  Amendment  (the "New  Common
Stock")  calculated  based on a Reverse  Split ratio of up to  one-for-ten.  For
example, if a stockholder presently holds 100 shares of Common Stock, he, she or
it would hold ten shares of New Common  Stock  following a  one-for-ten  Reverse
Split.

No Fractional Shares

         We would not issue any fractional shares in connection with the Reverse
Split.  Instead,  any fractional share resulting from the Reverse Split would be
rounded  down to the nearest  whole share.  Stockholders  who would be otherwise
entitled to receive  fractional  shares because they hold an aggregate number of
shares not evenly  divisible by the exchange  ratio would instead  receive cash.
The cash amount to be paid to each  stockholder  would be equal to the resulting
fractional  interest  in  one  share  of our  New  Common  Stock  to  which  the
stockholder would be otherwise entitled, multiplied by the closing trading price
of our Common Stock on the trading day immediately before the Effective Date.

                                      -4-

Exchange of Stock Certificates

         The  conversion  of the shares of our Common  Stock  under the  Reverse
Split will occur automatically on the Effective Date. This will occur regardless
of when stockholders physically surrender their stock certificates for new stock
certificates.

         Our  transfer  agent,  Mellon  Investor  Services,  LLC,  would  act as
exchange  agent  (the  "Exchange  Agent") to  implement  the  exchange  of stock
certificates and the distribution of any cash in lieu of fractional  shares.  As
soon as  practicable  after the  Effective  Date,  the Company,  or the Exchange
Agent,  will send a letter to each  stockholder  of record at the Effective Date
for use in  transmitting  certificates  representing  shares of our Common Stock
("Old  Certificates")  to the Exchange  Agent.  The letter of  transmittal  will
contain instructions for the surrender of Old Certificates to the Exchange Agent
in exchange for certificates representing the appropriate number of whole shares
of New Common Stock. No new stock  certificates  will be issued to a stockholder
until such  stockholder has surrendered  all Old  Certificates,  together with a
properly completed and executed letter of transmittal, to the Exchange Agent.

         Stockholders  will  then  receive  a new  certificate  or  certificates
representing  the number of whole  shares of New Common  Stock into which  their
shares of Common  Stock have been  converted  as a result of the Reverse  Split.
Until   surrendered,   we  will  deem  outstanding  Old  Certificates   held  by
stockholders  to be canceled and only to represent the number of whole shares of
New Common Stock to which these stockholders are entitled.  We estimate that our
aggregate expenses relating to the Reverse Split will be approximately  $30,000.
All expenses of the exchange of certificates will be borne by us.

         YOU SHOULD NOT DESTROY ANY STOCK  CERTIFICATES  AND YOU SHOULD NOT SEND
YOUR OLD  CERTIFICATES  TO THE EXCHANGE AGENT UNTIL YOU HAVE RECEIVED THE LETTER
OF TRANSMITTAL.

Accounting Consequences

         The par value of our Common  Stock would  remain  unchanged at $.01 per
share after the Reverse  Split.  However,  the Common Stock as designated on our
Balance  Sheet  would be  adjusted  downward in respect of the shares of the New
Common Stock to be issued in the Reverse  Split such that the Common Stock would
become an amount  equal to the  aggregate  par value of the shares of New Common
Stock being issued in the Reverse Split, and that the Additional Paid-in Capital
as  designated on our Balance Sheet would be increased by an amount equal to the
amount by which the Common Stock was decreased. Additionally, net loss per share
would  increase  proportionately  as a result of the  Reverse  Split.  We do not
anticipate that any other accounting  consequence would arise as a result of the
Reverse Split.

Federal Income Tax Consequences

         The  following is a summary of the material  anticipated  United States
federal  income tax  consequences  of the Reverse Split to  stockholders  of the
Company.  This summary is based on the United States federal income tax laws now
in effect and as currently interpreted,  and does not take into account possible
changes in such laws or  interpretations.  This  summary is provided for general
information only and does not address all aspects of the possible federal income
tax  consequences  of the Reverse Split and IS NOT INTENDED AS TAX ADVICE TO ANY
PERSON.  In  particular,  this summary does not consider the federal  income tax
consequences  to our  stockholders  in  light  of  their  individual  investment
circumstances  or to  holders  subject to special  treatment  under the  federal
income tax laws,  and does not address  any  consequences  of the Reverse  Split
under any state, local, or foreign tax laws.

         ACCORDINGLY,  YOU ARE  ENCOURAGED  TO  CONSULT  WITH  YOUR TAX  ADVISOR
REGARDING  THE SPECIFIC TAX  CONSEQUENCES  OF THE PROPOSED  TRANSACTION  TO YOU,
INCLUDING THE  APPLICATION  AND EFFECT OF STATE,  LOCAL,  AND FOREIGN INCOME AND
OTHER TAX LAWS.

         We believe that,  except with respect to cash  payments for  fractional
shares,  our  stockholders who exchange their Common Stock solely for New Common
Stock  should  generally  recognize  no gain  or loss  for  federal  income  tax
purposes. A stockholder's aggregate tax basis in his or her shares of New Common
Stock  received  should  be the same as his or her  aggregate  tax  basis in the
Common  Stock  exchanged  therefor.  The holding  period of the New Common Stock
received  by such  stockholder  should  include  the  period  during  which  the

                                      -5-

surrendered Common Stock was held,  provided all such Common Stock was held as a
capital asset at the Effective Date. Generally,  a stockholder receiving cash in
lieu of a fractional share of New Common Stock will recognize gain or loss equal
to the  difference,  if  any,  between  the  amount  of  cash  received  and the
stockholder's basis in the fractional share.

         We will  not  recognize  any gain or loss as a  result  of the  Reverse
Split.

         Our beliefs regarding the tax consequences of the Reverse Split are not
binding upon the  Internal  Revenue  Service or the courts,  and there can be no
assurance  that the  Internal  Revenue  Service  or the courts  will  accept the
positions  expressed  above. The state and local tax consequences of the Reverse
Split may vary  significantly as to each stockholder,  depending on the state in
which he or she resides.

         The Board of Directors  unanimously  recommends that  stockholders vote
FOR the  proposal  to approve  the  amendment  to our  Restated  Certificate  of
Incorporation,  as amended,  to effect the Reverse  Split and grant to the Board
the authority,  in its sole  discretion,  to establish the ratio for the Reverse
Split at up to one-for-ten, or not to complete the Reverse Split.


                                      -6-



                                 PROPOSAL NO. 2

                 APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED
                    CERTIFICATE OF INCORPORATION, AS AMENDED,
           TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

         We currently  have  250,000,000  shares of Common Stock  authorized for
issuance. In connection with the Reverse Split, the Board has determined that it
is in the best  interests of the Company and its  stockholders  to also decrease
the number of authorized  shares of Common Stock from  250,000,000  to a reduced
number of shares that is proportionate to the reduction in outstanding shares of
Common  Stock as a result of the Reverse  Split,  subject to  completion  of the
Reverse  Split.  The decrease  would become  effective  upon filing the proposed
Certificate of Amendment to our Certificate of Incorporation  with the Secretary
of State of the State of  Delaware or such later date as may be set forth in the
Certificate of Amendment.  The proposed  Certificate of Amendment is attached to
this  Proxy  Statement  as  Appendix  A.  We are not  seeking  to  decrease  the
authorized  number of shares  of  Preferred  Stock,  which is  presently  set at
5,400,000  shares.  In  addition,  we will not effect this  proposal  unless the
Reverse Split is approved by stockholders and undertaken.

         The Board  determined  to decrease the number of  authorized  shares of
Common  Stock  because it believes  that,  after  implementation  of the Reverse
Split, the availability of a reduced number of authorized shares of Common Stock
that is reduced  proportionate to the reduction in outstanding  shares of Common
Stock as a  result  of the  Reverse  Split,  will be  sufficient  for  corporate
purposes.  In addition,  such a decrease in the number of  authorized  shares of
Common  Stock would  reduce the amount of  franchise  tax we pay annually to the
State of Delaware.

         The Board of Directors  unanimously  recommends that  stockholders vote
FOR the proposal to approve the amendment to the Company's Restated  Certificate
of  Incorporation,  as amended,  to decrease the number of authorized  shares of
Common Stock, subject to completion of the Reverse Split.


                                      -7-

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         There were,  as of September 20, 2002,  approximately  4,345 holders of
record of our Common Stock. The following table sets forth certain  information,
as of September  20, 2002,  with respect to holdings of our Common Stock by: (i)
each person known by us to be the beneficial  owner of more than 5% of the total
number of shares of our Common  Stock  outstanding  as of such date,  based upon
currently  available  Schedules 13D and 13G filed with the SEC, (ii) each of our
directors and our four most highly compensated  executive officers,  in addition
to our Chief Executive Officer, as of December 31, 2001, and (iii) all directors
and executive officers as a group.



                   Name and Address of                      Amount and Nature          Beneficial
                   Beneficial Owner(1)                       of Ownership(1)      Percent of Class(2)
-----------------------------------------------------       -----------------     -------------------
                                                                                     
(i)    Certain beneficial owners:

The State of Wisconsin Investment Board
121 East Wilson Street
Madison, Wisconsin  53707............................          13,029,265                  14.0%

(ii)   Directors and Executives:

H. Joseph Reiser.....................................           1,873,008(3)                2.0%

John E. Bagalay, Jr..................................             177,956(3)                *

Stephen K. Carter....................................              50,400(3)                *

James A. Grigsby.....................................             229,250(3)                *

Robert F. Hendrickson................................              88,800(3)                *

Kevin G. Lokay.......................................              35,883(3)                *

William F. Goeckeler.................................              64,093(3)                *

Lawrence R. Hoffman..................................             366,864(3)                *

John D. Rodwell......................................             447,957(3)                *

Catherine M. Verna...................................               8,930(3)(4)             *

(iii)  All directors and executive officers as a group
       (12 persons)..................................           3,343,141(3)                4.0%


-----

* Indicates amount is less than 1%.

 (1) Except  as set  forth  in the  footnotes  to  this  table  and  subject  to
     applicable  community  property law, the persons and entities named in this
     table have sole voting and investment power with respect to all shares.

 (2) Percent of class for each person and all  executive  officers and directors
     as a group is based on 88,059,052 shares of our Common Stock outstanding on
     September  20, 2002 and  3,059,646  shares  subject to options  held by the
     individual or the group,  as  applicable,  which are  exercisable or become
     exercisable within 60 days following such date.

 (3) Includes  shares of our Common Stock which the  following  persons have the
     right to acquire  upon the  exercise  of stock  options,  within 60 days of
     September  20,  2002,  as follows:  Dr.  Reiser:  1,843,334;  Dr.  Bagalay:
     157,956; Dr. Carter: 35,124; Mr. Grigsby: 154,800; Mr. Hendrickson: 58,800;
     Mr. Lokay: 23,333; Dr. Goeckeler:  56,799; Mr. Hoffman: 350,000; Ms. Verna:
     0; and Mr. Rodwell: 379,500.

 (4) Ms. Verna  resigned her position  with the Company  effective  February 28,
     2002.


                                      -8-


                             STOCKHOLDERS' PROPOSALS

         Stockholders who intend to have a proposal  considered for inclusion in
our proxy materials for  presentation at our 2003 Annual Meeting of Stockholders
pursuant to Rule 14a-8 under the Exchange  Act must submit their  proposal to us
at our offices at 650 College Road East, Princeton, New Jersey, 08540, attention
H. Joseph Reiser not later than January 9, 2003.

         Stockholders  who intend to present a proposal at such meeting  without
inclusion of such proposal in our proxy  materials  pursuant to Rule 14a-8 under
the Exchange Act are required to provide  advanced notice of such proposal to us
at the aforementioned address not later than March 25, 2003.

         If we do not  receive  notice of a  stockholder  proposal  within  this
timeframe,  our  management  will use its  discretionary  authority  to vote the
shares they represent,  as our Board of Directors may recommend.  We reserve the
right to  reject,  rule out of order,  or take  other  appropriate  action  with
respect  to any  proposal  that does not  comply  with  these  other  applicable
requirements.

                                  OTHER MATTERS

         Our Board of Directors  is not aware of any matter to be presented  for
action at the  Meeting  other than the  matters  referred  to above and does not
intend to bring any other matters before the Meeting.  However, if other matters
should come before the Meeting,  it is intended that holders of the proxies will
vote thereon in their discretion.

                                     GENERAL

         The  accompanying  proxy is  solicited by and on behalf of our Board of
Directors,  whose notice of meeting is attached to this Proxy Statement, and the
entire  cost  of  such  solicitation  will  be  borne  by  us.  In  addition  to
solicitation by use of the mails, proxies may be solicited from our stockholders
by  directors,  officers and employees of the Company in person or by telephone,
facsimile  or  other  means  of  communication.  Such  directors,  officers  and
employees  will  not be  additionally  compensated,  but may be  reimbursed  for
reasonable out-of-pocket expenses in connection with such solicitation.  We have
retained [ ], a proxy  solicitation  firm, for assistance in connection with the
solicitation of proxies for our special meeting at a cost of  approximately $[ ]
plus   reimbursement  of  reasonable   out-of-pocket   expenses.   As  required,
arrangements will also be made with brokerage houses,  custodians,  nominees and
fiduciaries for forwarding of proxy solicitation  materials to beneficial owners
of shares held of record by such  brokerage  houses,  custodians,  nominees  and
fiduciaries,  and we will reimburse such brokerage houses, custodians,  nominees
and fiduciaries for their reasonable expenses incurred in connection therewith.

         Certain  information  contained in this Proxy Statement relating to the
security  holdings  of our  directors  and  officers  is based upon  information
received from the individual directors and officers.

         PLEASE  DATE,   SIGN  AND  RETURN  THE  PROXY  CARD  AT  YOUR  EARLIEST
CONVENIENCE IN THE ENCLOSED RETURN ENVELOPE.  A PROMPT RETURN OF YOUR PROXY CARD
WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.

                                 By Order of the Board of Directors


                                 /s/ H. Joseph Reiser
                                 H. Joseph Reiser, Ph.D.
                                 President and Chief Executive Officer

Princeton, New Jersey
October [     ], 2002



                                      -9-


                                                                      Appendix A


                           CERTIFICATE OF AMENDMENT OF
               RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
                             OF CYTOGEN CORPORATION

         CYTOGEN  CORPORATION,  a corporation  organized and existing  under the
laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of the Company adopted the following
resolutions on September 25, 2002 with respect to the amendment and restatement
of Article V of the Company's Restated Certificate of Incorporation,  as amended
(the "Charter Amendment"):

         NOW,  THEREFORE,  BE  IT  RESOLVED,  that  Article  V of  the  Restated
Certificate of Incorporation,  as amended, be amended in its entirety to read as
follows:

         "FIFTH:  A. Total Capital Stock.  The total  number  of  shares of  all
classes of capital stock which the Corporation  shall have authority to issue is
[ ] Million ([ ],000,000)  shares,  of which [ ] Million ([ ],000,000)  shall be
shares of Common  Stock,  $.01 par value per share  ("Common  Stock");  and Five
Million Four Hundred Thousand  (5,400,000) shares shall be Preferred Stock, $.01
par value per share ("Preferred Stock").

         B.       Common Stock. Each holder of Common Stock shall be entitled to
one vote for each share of Common Stock held on all matters on which  holders of
Common Stock shall be entitled to vote.

         C.       Preferred  Stock. The Board of Directors of the Corporation is
authorized to cause the Preferred Stock to be issued in one or more series, with
such  voting  powers,  full or  limited,  or not  voting  powers,  and with such
designations, preferences and relative, participating, optional or other special
rights and  qualifications,  limitations or  restrictions  thereof,  as shall be
stated and expressed in the resolution or resolutions providing for the issue of
such stock  adopted by the Board of  Directors.  The Board of  Directors  of the
Corporation is expressly  authorized to adopt such resolution or resolutions and
to issue such stock as may be desirable.

         D.       Residual Rights. All rights accruing to the outstanding shares
of the  Corporation  not expressly  provided for to the contrary herein shall be
vested in the outstanding shares of Common Stock and Preferred Stock pari passu.

         E.       Reverse  Stock  Split.  At the  time  this  amendment  becomes
effective  (the  "Effective  Date"),  each  share of  Common  Stock  issued  and
outstanding  immediately  prior  to the  Effective  Date  (referred  to in  this
Paragraph E as the "Old Common Stock")  automatically  and without any action on
the part of the holder thereof will be reclassified  and changed into [fraction]
of a share of Common  Stock,  par  value  $.01 per  share  (referred  to in this
Paragraph E as the "New Common  Stock"),  subject to the treatment of fractional
share interests as described below. Each holder of a certificate or certificates
that immediately prior to the Effective Date represented  outstanding  shares of
Old Common  Stock (the "Old  Certificates")  will be entitled  to receive,  upon
surrender  of such Old  Certificates  to the  corporation  for  cancellation,  a
certificate  or  certificates  (the  "New  Certificate",  whether  one or  more)
representing  the number of whole  shares  (rounded  down to the  nearest  whole
share) of the New  Common  Stock  into which and for which the shares of the Old
Common Stock formerly  represented by such Old  Certificates  so surrendered are
reclassified  under the terms  hereof.  From and after the Effective  Date,  Old
Certificates  shall represent only the right to receive New  Certificates  (and,
where applicable, cash in lieu of fractional shares, as provided below) pursuant
to the provisions hereof. No certificates or scrip representing fractional share
interests  in New  Common  Stock will be issued,  and no such  fractional  share
interest  will  entitle  the  holder  thereof  to vote,  or to any  rights  of a
stockholder of the  corporation.  In lieu of any such  fractional  shares of New
Common  Stock,  each  stockholder  with a  fractional  share will be entitled to
receive, upon surrender of Old Certificates to the Corporation for cancellation,
an amount in cash equal to the product of (i) the closing  trading  price of the
Corporation's  Common Stock on the trading date immediately before the Effective
Date  and  (ii)  such  fraction.  If more  than  one Old  Certificate  shall  be
surrendered at one time for the account of the same  stockholder,  the number of


full shares of New Common Stock for which New Certificates shall be issued shall
be computed on the basis of the aggregate  number of shares  represented  by the
Old  Certificates so surrendered.  In the event that the Corporation  determines
that a  holder  of  Old  Certificates  has  not  tendered  all  his,  her or its
certificates  for exchange,  the Corporation  shall carry forward any fractional
share until all  certificates  of that holder have been  presented  for exchange
such that payment for  fractional  shares to any one person shall not exceed the
value of  nine-tenths  of one share of New Common  Stock.  The Old  Certificates
surrendered for exchange shall be properly endorsed and otherwise in proper form
for transfer, and the person or persons requesting such exchange shall affix any
requisite  stock  transfer tax stamps to the Old  Certificates  surrendered,  or
provide  funds for their  purchase,  or  establish  to the  satisfaction  of the
Corporation  that such taxes are not payable.  From and after the Effective Date
the amount of  capital  represented  by the shares of the New Common  Stock into
which and for which the shares of the Old Common  Stock are  reclassified  under
the terms hereof shall be an amount equal to the product of the number of issued
and outstanding  shares of New Common Stock and the One Cent ($.01) par value of
each such share."

         SECOND:  That  pursuant  to  resolution  of the Board of  Directors,  a
meeting of the stockholders of the Company was duly called and held, upon notice
in accordance  with Section 222 of the General  Corporation  Law of the State of
Delaware,  at which  meeting the  necessary  number of shares as required by the
General  Corporation  Law of the State of  Delaware  were  voted in favor of the
Charter Amendment.

         THIRD:  That said  Charter  Amendment  was duly  adopted in  accordance
with the provisions of Sections 242 of the General  Corporation Law of the State
of Delaware.


                                      A-2



         IN WITNESS WHEREOF,  Cytogen Corporation has caused this Certificate to
be signed by H. Joseph Reiser,  its Chief Executive Officer and President,  this
___ day of _____, 2002.

                                CYTOGEN CORPORATION



                                By:
                                   -------------------------------------
                                   Name:  H. Joseph Reiser, Ph.D.
                                   Title: President and Chief Executive Officer



                                      A-3





                                  COMMON STOCK
                               CYTOGEN CORPORATION

               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
           OF THE CORPORATION FOR THE SPECIAL MEETING OF STOCKHOLDERS

         The undersigned hereby constitutes and appoints H. Joseph Reiser, Ph.D.
and Lawrence R. Hoffman,  and each of them, his or her true and lawful agent and
proxy with full  power of  substitution  in each,  to  represent  and to vote on
behalf  of the  undersigned  all of  the  shares  of  Cytogen  Corporation  (the
"Company")  which the  undersigned is entitled to vote at the Special Meeting of
Stockholders  of the Company to be held at the offices of Hale and Dorr LLP, 650
College Road East, 4th Floor,  Princeton,  New Jersey 08540 at 8:30 a.m.,  local
time,  on Friday,  October 25,  2002,  and at any  adjournment  or  adjournments
thereof,  upon the  following  proposals  more fully  described in the Notice of
Special Meeting of Stockholders  and Proxy Statement for the Meeting (receipt of
which is hereby acknowledged).

         This proxy when properly  executed will be voted in the manner directed
herein by the undersigned stockholder.  If no direction is made, this proxy will
be voted FOR proposals 1 and 2.

                  (continued and to be signed on reverse side)






                 Please Detach and Mail In the Envelope Provided


A Please mark your votes as in this example.


1.       APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED
         CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A
         REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK,  $0.01 PAR VALUE PER
         SHARE  (THE  "COMMON  STOCK"),  AND TO  GRANT  THE  COMPANY'S  BOARD OF
         DIRECTORS THE AUTHORITY, IN ITS SOLE DISCRETION, TO:

                   (i)     SET THE RATIO FOR THE REVERSE STOCK SPLIT AT
                           UP TO ONE-FOR-TEN, OR
                   (ii)    NOT TO COMPLETE THE REVERSE STOCK SPLIT;

                        FOR      AGAINST     ABSTAIN
                        [ ]        [ ]         [ ]


2.       APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED
         CERTIFICATE OF INCORPORATION, AS AMENDED, TO DECREASE
         THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 250,000,000 SHARES
         TO A REDUCED NUMBER OF SHARES THAT IS PROPORTIONATE TO THE REDUCTION IN
         OUTSTANDING  SHARES OF COMMON  STOCK AS A RESULT OF THE  REVERSE  STOCK
         SPLIT, SUBJECT TO COMPLETION OF THE REVERSE STOCK SPLIT

                        FOR      AGAINST     ABSTAIN
                        [ ]        [ ]         [ ]


3.       In his or her discretion, the proxy is authorized to vote upon other
         matters as may properly come before the Meeting.

                         I will attend the Meeting. [ ]



PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,  USING THE ENCLOSED
ENVELOPE.

Signature of Common Stockholder_______________________


Signature of Common Stockholder_______________________  Dated: ____________
                                    IF HELD JOINTLY

Note: This proxy must be signed exactly as the name appears hereon.  When shares
are held by joint  tenants,  both should sign.  If the signer is a  corporation,
please sign full corporate name by duly authorized officer, giving full title as
such.  If the  signer  is a  partnership,  please  sign in  partnership  name by
authorized person.