content: UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 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): February 24, 2005
                                                           -----------------
  
                                 CYTOGEN CORPORATION
        --------------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                       000-14879                22-2322400
  ----------------------------     ------------------------    -------------------
  (State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
        of Incorporation)                                      Identification No.)
  
  650 College Road East, CN 5308, Suite 3100, Princeton, NJ            08540
  ---------------------------------------------------------       ----------------
          (Address of Principal Executive Offices)                   (Zip Code)
  
         Registrant's telephone number, including area code: (609) 750-8200
                                                             --------------
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
       Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
  simultaneously  satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
       |_|  Written communications  pursuant to Rule 425 under the  Securities Act
  (17 CFR 230.425)
  
       |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
  CFR 240.14a-12)
  
       |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
  Exchange Act (17 CFR 240.14d-2(b))
  
       |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
  Exchange Act (17 CFR 240.13e-4(c))
  
  <PAGE>
  
  
  ITEM 8.01  OTHER EVENTS.
  
  
       As of February 24, 2005, Cytogen  Corporation (the "Company") and Progenics
  Pharmaceuticals,  Inc.,  the owners of PSMA  Development  Company,  LLC, a joint
  venture  formed  to  develop  in  vivo   immunotherapeutic   products  utilizing
  prostate-specific  membrane antigen ("PSMA"), have not agreed on a work plan and
  annual  budget for 2005.  The  parties are in the  process of  negotiating  such
  matters.
  
       The joint  venture is funded by equal  capital  contributions  from each of
  Progenics  and the Company in accordance  with an annual budget  approved by the
  joint venture  representatives from each such party. The Company cannot give any
  assurances that agreement will be reached on such matters in the near future, if
  at all. The failure to reach  agreement  with  Progenics on these  matters could
  significantly  and adversely  affect the  development of PSMA  technologies  and
  products.
  
  
  
  <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.
  
                                                  CYTOGEN CORPORATION
  
  
  
                                                  By:  /s/ Michael D. Becker
                                                     -----------------------------
                                                     Michael D. Becker
                                                     President and Chief Executive
                                                     Officer
  
  Dated:   February 24, 2005
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k_llc-budget.txt", "description": "FORM 8-K FILED ON 02/24/05 RE LLC BUDGET", "secsgml_size_bytes": 3929}]
metadata_filer: {"company-data": {"conformed-name": "CYTOGEN CORP", "cik": "0000725058", "assigned-sic": "2834", "irs-number": "222322400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14879", "film-number": "05637902"}, "business-address": {"street1": "650 COLLEGE RD EAST STE 3100", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6099878200"}, "mail-address": {"street1": "650 COLLEGE RD EAST STE 3100", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
text: UNITED STATES
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 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): February 24, 2005
                                                           -----------------
  
                                 CYTOGEN CORPORATION
        --------------------------------------------------------------------
                 (Exact Name of Registrant as Specified in Charter)
  
            Delaware                       000-14879                22-2322400
  ----------------------------     ------------------------    -------------------
  (State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
        of Incorporation)                                      Identification No.)
  
  650 College Road East, CN 5308, Suite 3100, Princeton, NJ            08540
  ---------------------------------------------------------       ----------------
          (Address of Principal Executive Offices)                   (Zip Code)
  
         Registrant's telephone number, including area code: (609) 750-8200
                                                             --------------
  
  --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
       Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
  simultaneously  satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
       |_|  Written communications  pursuant to Rule 425 under the  Securities Act
  (17 CFR 230.425)
  
       |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
  CFR 240.14a-12)
  
       |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
  Exchange Act (17 CFR 240.14d-2(b))
  
       |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
  Exchange Act (17 CFR 240.13e-4(c))
  ITEM 8.01  OTHER EVENTS.
  
       As of February 24, 2005, Cytogen  Corporation (the "Company") and Progenics
  Pharmaceuticals,  Inc.,  the owners of PSMA  Development  Company,  LLC, a joint
  venture  formed  to  develop  in  vivo   immunotherapeutic   products  utilizing
  prostate-specific  membrane antigen ("PSMA"), have not agreed on a work plan and
  annual  budget for 2005.  The  parties are in the  process of  negotiating  such
  matters.
  
       The joint  venture is funded by equal  capital  contributions  from each of
  Progenics  and the Company in accordance  with an annual budget  approved by the
  joint venture  representatives from each such party. The Company cannot give any
  assurances that agreement will be reached on such matters in the near future, if
  at all. The failure to reach  agreement  with  Progenics on these  matters could
  significantly  and adversely  affect the  development of PSMA  technologies  and
  products.
  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.
  
                                                  CYTOGEN CORPORATION
  
                                                  By:  /s/ Michael D. Becker
                                                     -----------------------------
                                                     Michael D. Becker
                                                     President and Chief Executive
                                                     Officer
  
  Dated:   February 24, 2005