-------------------------------
                                                         OMB APPROVAL
                                                 -------------------------------
                                                    OMB Number: 3235-0060
                                                 -------------------------------
                                                    Expires: March 31, 2006
                                                 -------------------------------
                                                    Estimated average burden
                                                    Hours per response:  2.64
                                                 -------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            __________________________

                                    FORM 8-K

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


Date of Report (Date of earliest event reported):     May 25, 2004
                                                  ---------------------


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

          Delaware                    000-14242               52-1256615
-------------------------------    -----------------    ------------------------
 (State or other jurisdiction        (Commission             (IRS Employer
      of incorporation)              File Number)          Identification No.)


10220-L Old Columbia Road, Columbia, Maryland                         21046-1705
--------------------------------------------------------------------------------
(Address of principal executive office)                               (Zip Code)


Registrant's telephone number, including area code:  (410) 290-5390
                                                     ---------------------------

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

ITEM 5.    OTHER EVENTS

         At its Annual Meeting of Stockholders on May 25, 2004, Celsion
Corporation (the "Company") made announcements with respect to the following:

   (A)    The Company has received a warning letter from the United States Food
          and Drug Administration, or FDA, regarding the Phase I and Phase II
          clinical trials of its Prolieve(TM) Thermodilatation system for the
          treatment of benign prostatic hyperplasia, or BPH. The warning letter
          reflects matters that arose during the course of an inspection
          conducted by the FDA's Baltimore regional office from December 9
          through December 18, 2003 under a program designed to ensure that data
          and information contained in applications for Investigational Device
          Exemptions, or IDEs, Premarket Approval, or PMA, applications and
          Premarket Notification, or 510(k), submissions are scientifically
          valid and accurate and to ensure that human subjects are protected
          from undue hazard or risk during scientific investigations.

          The warning letter addressed four general areas--monitoring,
          investigational agreements, provision of information to certain
          investigators, and FDA reporting--in connection with the Prolieve
          studies, both of which were completed by January 2002. Subsequent to
          the inspection, the Company took certain actions to address the
          observations of the FDA inspector and on December 23, 2003, made a
          written submission to the agency regarding those corrective and
          compliance actions. In addition, since receipt of the warning letter,
          the Company has spoken with representatives of the FDA regarding
          compliance matters and has initiated short- and long-term corrective
          and compliance measures to address fully the issues raised by the FDA.
          In addition, the Company recently has added personnel, including a
          Senior Vice President-Product Development who will be responsible for
          oversight of the entire clinical process, a Vice President-Regulatory
          Affairs and experienced clinical monitors.

          Under FDA regulations, the Company must make a written submission in
          response to the warning letter no later than 15 days following its
          receipt, subject to extension in the discretion of the agency. The
          Company is working to complete and submit its response in a timely
          manner. The warning letter indicates that the Company's failure to
          respond and take timely and appropriate corrective action could result
          in regulatory action by the FDA without further notice.

    (B)   On Tuesday, May 18, the Company completed treatment of the fourth
          cohort of prostate cancer patients in the dose escalation study for
          Thermodox(R), the Company's liposome encapsulation of the cancer drug
          doxorubicin. The study has now reached safe delivery of 30 mg per
          meter squared and the Company anticipates that maximum safe dosage
          should be reached some time during the summer of 2004.

    (C)   Effective May 25, 2004, the Company has suspended both branches of its
          pivotal Phase II trials using the Company's advanced phase array
          microwave technology in the treatment of small and late stage breast
          cancer tumors. The decision to suspend was taken after preliminary
          evaluation of interim (midpoint) data from


                                        2
<PAGE>

          the trials. In the small tumor study, the Company determined that it
          was achieving the primary endpoint of reducing second incisions, but
          that it was not consistently meeting its secondary endpoint of
          reducing tumor burden as measured by tumor necrosis. The Company
          believes that these inconsistent results may be due to inconsistent
          delivery of an adequate thermal dose. In the late-stage study, the
          Company was encountering difficulties in enrolling sufficient patients
          in part due to a change in the prevailing standard of care specified
          in the study protocol and in part due to a shortage of late-stage
          tumor patients, due to earlier detection of breast cancer.

    (D)   Effective May 25, the Board of Directors has established a search
          committee to recruit a new chief executive officer for the Company. At
          such time as the Board retains a new chief executive officer, Dr.
          Augustine Cheung, the Company's chief executive officer, will assume
          the position of Vice Chairman of the Board of Directors. Dr. Cheung is
          expected to retain his position as Chief Scientific Officer.







                                       3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   CELSION CORPORATION


Date: May 25, 2004                 By: /s/ Anthony P. Deasey
      ------------                     -----------------------------------------
                                       Executive Vice President and Chief
                                       Operating Officer









                                       4
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{"company-data": {"conformed-name": "CELSION CORP", "cik": "0000749647", "assigned-sic": "3845", "irs-number": "521256615", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14242", "film-number": "04828960"}, "business-address": {"street1": "10220-I OLD COLUMBIA PIKE", "street2": "STE I", "city": "COLUMBIA", "state": "MD", "zip": "21046-1705", "phone": "4102905390"}, "mail-address": {"street1": "10220 I OLD COLUMBIA ROAD", "city": "COLUMBIA", "state": "MD", "zip": "21046"}, "former-company": {"former-conformed-name": "CHEUNG LABORATORIES INC", "date-changed": "19920703"}}
-------------------------------
                                                         OMB APPROVAL
                                                 -------------------------------
                                                    OMB Number: 3235-0060
                                                 -------------------------------
                                                    Expires: March 31, 2006
                                                 -------------------------------
                                                    Estimated average burden
                                                    Hours per response:  2.64
                                                 -------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            __________________________

                                    FORM 8-K

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

Date of Report (Date of earliest event reported):     May 25, 2004
                                                  ---------------------

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

          Delaware                    000-14242               52-1256615
-------------------------------    -----------------    ------------------------
 (State or other jurisdiction        (Commission             (IRS Employer
      of incorporation)              File Number)          Identification No.)

10220-L Old Columbia Road, Columbia, Maryland                         21046-1705
--------------------------------------------------------------------------------
(Address of principal executive office)                               (Zip Code)

Registrant's telephone number, including area code:  (410) 290-5390
                                                     ---------------------------

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.    OTHER EVENTS

         At its Annual Meeting of Stockholders on May 25, 2004, Celsion
Corporation (the "Company") made announcements with respect to the following:

   (A)    The Company has received a warning letter from the United States Food
          and Drug Administration, or FDA, regarding the Phase I and Phase II
          clinical trials of its Prolieve(TM) Thermodilatation system for the
          treatment of benign prostatic hyperplasia, or BPH. The warning letter
          reflects matters that arose during the course of an inspection
          conducted by the FDA's Baltimore regional office from December 9
          through December 18, 2003 under a program designed to ensure that data
          and information contained in applications for Investigational Device
          Exemptions, or IDEs, Premarket Approval, or PMA, applications and
          Premarket Notification, or 510(k), submissions are scientifically
          valid and accurate and to ensure that human subjects are protected
          from undue hazard or risk during scientific investigations.

          The warning letter addressed four general areas--monitoring,
          investigational agreements, provision of information to certain
          investigators, and FDA reporting--in connection with the Prolieve
          studies, both of which were completed by January 2002. Subsequent to
          the inspection, the Company took certain actions to address the
          observations of the FDA inspector and on December 23, 2003, made a
          written submission to the agency regarding those corrective and
          compliance actions. In addition, since receipt of the warning letter,
          the Company has spoken with representatives of the FDA regarding
          compliance matters and has initiated short- and long-term corrective
          and compliance measures to address fully the issues raised by the FDA.
          In addition, the Company recently has added personnel, including a
          Senior Vice President-Product Development who will be responsible for
          oversight of the entire clinical process, a Vice President-Regulatory
          Affairs and experienced clinical monitors.

          Under FDA regulations, the Company must make a written submission in
          response to the warning letter no later than 15 days following its
          receipt, subject to extension in the discretion of the agency. The
          Company is working to complete and submit its response in a timely
          manner. The warning letter indicates that the Company's failure to
          respond and take timely and appropriate corrective action could result
          in regulatory action by the FDA without further notice.

    (B)   On Tuesday, May 18, the Company completed treatment of the fourth
          cohort of prostate cancer patients in the dose escalation study for
          Thermodox(R), the Company's liposome encapsulation of the cancer drug
          doxorubicin. The study has now reached safe delivery of 30 mg per
          meter squared and the Company anticipates that maximum safe dosage
          should be reached some time during the summer of 2004.

    (C)   Effective May 25, 2004, the Company has suspended both branches of its
          pivotal Phase II trials using the Company's advanced phase array
          microwave technology in the treatment of small and late stage breast
          cancer tumors. The decision to suspend was taken after preliminary
          evaluation of interim (midpoint) data from

                                        2
the trials. In the small tumor study, the Company determined that it
          was achieving the primary endpoint of reducing second incisions, but
          that it was not consistently meeting its secondary endpoint of
          reducing tumor burden as measured by tumor necrosis. The Company
          believes that these inconsistent results may be due to inconsistent
          delivery of an adequate thermal dose. In the late-stage study, the
          Company was encountering difficulties in enrolling sufficient patients
          in part due to a change in the prevailing standard of care specified
          in the study protocol and in part due to a shortage of late-stage
          tumor patients, due to earlier detection of breast cancer.

    (D)   Effective May 25, the Board of Directors has established a search
          committee to recruit a new chief executive officer for the Company. At
          such time as the Board retains a new chief executive officer, Dr.
          Augustine Cheung, the Company's chief executive officer, will assume
          the position of Vice Chairman of the Board of Directors. Dr. Cheung is
          expected to retain his position as Chief Scientific Officer.

                                       3
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   CELSION CORPORATION

Date: May 25, 2004                 By: /s/ Anthony P. Deasey
      ------------                     -----------------------------------------
                                       Executive Vice President and Chief
                                       Operating Officer

                                       4