content: <PAGE>   
                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) - June 17, 1998
                                 
                                 
                         _______________
                                 
                                 
                       CYTOGEN CORPORATION
      (Exact name of registrant as specified in its charter)
                                 
                                 
     Delaware                   333-020015                 22-2322400  
  ---------------         ---------------------           ------------
  (State or other        (Commission File Number)        (IRS Employer
  jurisdiction of                                      Identification No.)
  Incorporation)
                                 
                                 
                                 
                  600 College Road East
                          CN5308
                  Princeton, New Jersey                          08540-5308
   ___________________________________________________         --------------
         (Address of principal executive offices)                 (Zip Code)
                                 
                                 
                                 
                                  
     
                                 (609) 987-8200
                  ______________________________________________
                (Registrant's telephone number, including area code)
                                 
                                 
                                 _______________
     
                                  Not applicable
             (Former name or address, if changed since last report)
  
  <PAGE>
  
  Item 5.  Other Events.
           -------------
     
            On June 17, 1998, the Board of Directors of  Cytogen
     Corporation (the "Company") declared a dividend of one
     preferred share purchase right (a "Right") for each
     outstanding share of common stock, par value $.01 per share
     (the "Common Shares"), of the Company.  The dividend is
     payable on June 30, 1998 (the "Record Date") to the
     stockholders of record on that date. Each Right entitles the
     registered holder to purchase from the Company one 
     one-thousandth of a share of Series C Junior Participating
     Preferred Stock of the Company, par value $.01 per share (the
     "Preferred Shares"), at a price of $20 per one one-thousandth
     of a Preferred Share (the "Purchase Price"), subject to
     adjustment. The description and terms of the Rights are set
     forth in a Rights Agreement (the "Rights Agreement") between
     the Company and ChaseMellon Shareholder Services, L.L.C. as
     Rights Agent (the "Rights Agent").
     
         Initially, the Rights will be attached to all Common
     Share certificates and no separate Rights certificates will be
     issued. Separate certificates evidencing the Rights ("Right
     Certificates") will be mailed to holders of record of the
     Common Shares as of the close of business on the earlier to
     occur of (i) a public announcement that a person or group of
     affiliated or associated persons (an "Acquiring Person") have
     acquired beneficial ownership of 20% or more of the
     outstanding Common Shares or (ii) such date as may be
     determined by action of the Board of Directors of the Company,
     upon approval of a majority of the Continuing Directors (as
     defined below), following the commencement of, or announcement
     of an intention to make, a tender offer or exchange offer the
     consummation of which would result in the beneficial ownership
     by a person or group of 20% or more of the outstanding Common
     Shares (the earlier of such dates being the "Distribution
     Date").
  
            The Rights Agreement provides that, until the
     Distribution Date (or earlier redemption or expiration of the
     Rights), (i) the Rights will be transferred with and only with
     the Common Shares, (ii) new Common Share certificates issued
     after the Record Date upon transfer or new issuance of Common
     Shares will contain a notation incorporating the Rights
     Agreement by reference and (iii) the surrender for transfer of
     any certificates for Common Shares outstanding as of the
     Record Date will also constitute the transfer of the Rights
     associated with the Common Shares represented by such
     certificate. 
  
            The Rights are not exercisable until the
     Distribution Date. The Rights will expire on June 19, 2008
     (the "Expiration Date"), unless the Expiration Date is
     extended or unless the Rights are earlier redeemed or
     exchanged by the Company, in each case, as described below.
  
            If a person or group becomes an Acquiring Person,
     each holder of a Right will thereafter have the right to
     receive, upon exercise, Common Shares (or, in certain
     circumstances, Preferred Shares or other similar securities of
     the Company) having a value equal to two times the exercise
     price of the Right. Notwithstanding any of the foregoing,
     following the existence of an Acquiring Person, all Rights
  
                                   2
  
  <PAGE>
  
     that are, or (under certain circumstances specified in the
     Rights Agreement) were, beneficially owned by any Acquiring
     Person will be null and void. 
  
            For example, at an exercise price of $20 per Right,
     each Right not owned by an Acquiring Person following an event
     set forth in the preceding paragraph would entitle its holder
     to purchase $40 worth of Common Shares (or other
     consideration, as noted above) for $20.  Assuming a value of
     $10 per Common Share at such time, the holder of each valid
     Right would be entitled to purchase four Common Shares for
     $20.
  
            In the event that the Company is acquired in a
     merger or other business combination transaction or 50% or
     more of its consolidated assets or earning power are sold
     after a person or group has become an Acquiring Person, proper
     provision will be made so that each holder of a Right will
     thereafter have the right to receive, upon the exercise
     thereof at the then current exercise price of the Right, that
     number of shares of common stock of the acquiring company
     which at the time of such transaction will have a market value
     of two times the exercise price of the Right. In the event
     that any person or group becomes an Acquiring Person, proper
     provision shall be made so that each holder of a Right, other
     than Rights beneficially owned by the Acquiring Person (which
     will thereafter be void), will thereafter have the right to
     receive upon exercise that number of Common Shares having a
     market value of two times the exercise price of the Right. 
  
            At any time after any person or group becomes an
     Acquiring Person and prior to the acquisition by such person
     or group of 50% or more of the outstanding Common Shares, the
     Board of Directors of the Company may exchange the Rights
     (other than Rights owned by such person or group which will
     have become void), in whole or in part, at an exchange ratio
     of one Common Share, or one one-thousandth of a Preferred
     Share (or of a share of a class or series of the Company's
     preferred stock having equivalent rights, preferences and
     privileges), per Right (subject to adjustment).
  
            At any time prior to the existence of an Acquiring
     Person, the Board of Directors of the Company (upon the
     approval of a majority of the Continuing Directors) may redeem
     the Rights, in whole but not in part, at a price of $.01 per
     Right (the "Redemption Price"). The redemption of the Rights
     may be made effective at such time on such basis with such
     conditions as the Board of Directors, in its sole discretion,
     may establish. Immediately upon any redemption of the Rights,
     the right to exercise the Rights will terminate and the only
     right of the holders of Rights will be to receive the
     Redemption Price.
  
            The terms of the Rights may be amended by the Board
     of Directors of the Company (upon the approval of a majority
     of the Continuing Directors) without the consent of the
     holders of the Rights, except that from and after the
     existence of an Acquiring Person no such amendment may
     adversely affect the interests of the holders of the Rights
     (other than the Acquiring Person).
  
            "Continuing Director" means a member of the Board of
     Directors, who is not an Acquiring Person or a representative
     or nominee of an Acquiring Person, and who either (i) was a
     member of the Board of Directors on the date of the Rights
  
  
                                   3
  
  <PAGE>
  
     Agreement or (ii) subsequently became a member of the Board of
     Directors, and whose nomination for election or election to
     the Board of Directors was recommended or approved by a
     majority of the Continuing Directors then on the Board of
     Directors.
  
            The number of outstanding Rights and the number of
     one one-thousandths of a Preferred Share issuable upon
     exercise of each Right are subject to adjustment under certain
     circumstances.
  
            Because of the nature of the Preferred Shares'
     dividend, liquidation and voting rights, the value of the one
     one-thousandth interest in a Preferred Share purchasable upon
     exercise of each Right should approximate the value of one
     Common Share.
  
            Until a Right is exercised, the holder thereof, as
     such, will have no rights as a stockholder of the Company,
     including, without limitation, the right to vote or to receive
     dividends.
  
            A copy of the Rights Agreement has been filed with
     the Securities and Exchange Commission as an Exhibit to a
     Registration Statement on Form 8-A dated June 22, 1998. A copy
     of the Rights Agreement is available free of charge from the
     Company. This summary description of the Rights does not
     purport to be complete and is qualified in its entirety by
     reference to the Rights Agreement, which is hereby
     incorporated herein by reference.
  
            The foregoing summary does not purport to be
     complete and is qualified by reference to the full text of the
     Rights Agreement.
     
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
            -------------------------------------------------------------------
  
       (a)  Not applicable
       (b)  Not applicable
       (c)  Exhibit 1       Rights Agreement, dated as of June
                            19, 1998, between Cytogen
                            Corporation and ChaseMellon
                            Shareholder Services, L.L.C., as
                            Rights Agent.  The Rights Agreement
                            includes the Form of Certificate of
                            Designations of Series C Junior
                            Preferred Stock as Exhibit A, the
                            form of Rights Certificate as
                            Exhibit B and the Summary of Rights
                            as Exhibit C.
  
  
                                     4
  
  <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 thereunto
     duly authorized.
  
                                   CYTOGEN CORPORATION
     
                                   By:  Donald F. Crane
                                        -----------------------
                                   Name:   Donald F. Crane
                                   Title:  Vice President and
                                           General Counsel
     
     
     Dated:  June 22, 1998
   
  
  
                                    5
  
  <PAGE>
  
                               EXHIBIT INDEX
   
   
   
                                                          Sequentially
   Exhibit  No.        Description                        Numbered Page
   ------------        -----------                        -------------
   
        1             Rights Agreement, dated as of
                      June 19, 1998, between
                      Cytogen Corporation and
                      ChaseMellon Shareholder
                      Services, L.L.C., as Rights
                      Agent.  The Rights Agreement
                      includes the Form of
                      Certificate of Designations
                      of Series C Junior Preferred
                      Stock as Exhibit C, the form
                      of Rights Certificate as
                      Exhibit B and the Summary of
                      Rights as Exhibit C.                         7
  
  
  
  
                                      6
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metadata_filer: {"company-data": {"conformed-name": "CYTOGEN CORP", "cik": "0000725058", "assigned-sic": "2835", "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": "98653373"}, "business-address": {"street1": "600 COLLEGE RD EAST CN 5308", "city": "PRINCETON", "state": "NJ", "zip": "08540", "phone": "6099878200"}, "mail-address": {"street1": "600 COLLEGE RD EAST CN 5308", "street2": "600 COLLEGE RD EAST CN 5308", "city": "PRINCETON", "state": "NJ", "zip": "08540"}}
text: 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) - June 17, 1998
                                 
                                 
                         _______________
                                 
                                 
                       CYTOGEN CORPORATION
      (Exact name of registrant as specified in its charter)
                                 
                                 
     Delaware                   333-020015                 22-2322400  
  ---------------         ---------------------           ------------
  (State or other        (Commission File Number)        (IRS Employer
  jurisdiction of                                      Identification No.)
  Incorporation)
                                 
                                 
                                 
                  600 College Road East
                          CN5308
                  Princeton, New Jersey                          08540-5308
   ___________________________________________________         --------------
         (Address of principal executive offices)                 (Zip Code)
                                 
                                 
                                 
                                  
     
                                 (609) 987-8200
                  ______________________________________________
                (Registrant's telephone number, including area code)
                                 
                                 
                                 _______________
     
                                  Not applicable
             (Former name or address, if changed since last report)
  Item 5.  Other Events.
           -------------
     
            On June 17, 1998, the Board of Directors of  Cytogen
     Corporation (the "Company") declared a dividend of one
     preferred share purchase right (a "Right") for each
     outstanding share of common stock, par value $.01 per share
     (the "Common Shares"), of the Company.  The dividend is
     payable on June 30, 1998 (the "Record Date") to the
     stockholders of record on that date. Each Right entitles the
     registered holder to purchase from the Company one 
     one-thousandth of a share of Series C Junior Participating
     Preferred Stock of the Company, par value $.01 per share (the
     "Preferred Shares"), at a price of $20 per one one-thousandth
     of a Preferred Share (the "Purchase Price"), subject to
     adjustment. The description and terms of the Rights are set
     forth in a Rights Agreement (the "Rights Agreement") between
     the Company and ChaseMellon Shareholder Services, L.L.C. as
     Rights Agent (the "Rights Agent").
     
         Initially, the Rights will be attached to all Common
     Share certificates and no separate Rights certificates will be
     issued. Separate certificates evidencing the Rights ("Right
     Certificates") will be mailed to holders of record of the
     Common Shares as of the close of business on the earlier to
     occur of (i) a public announcement that a person or group of
     affiliated or associated persons (an "Acquiring Person") have
     acquired beneficial ownership of 20% or more of the
     outstanding Common Shares or (ii) such date as may be
     determined by action of the Board of Directors of the Company,
     upon approval of a majority of the Continuing Directors (as
     defined below), following the commencement of, or announcement
     of an intention to make, a tender offer or exchange offer the
     consummation of which would result in the beneficial ownership
     by a person or group of 20% or more of the outstanding Common
     Shares (the earlier of such dates being the "Distribution
     Date").
  
            The Rights Agreement provides that, until the
     Distribution Date (or earlier redemption or expiration of the
     Rights), (i) the Rights will be transferred with and only with
     the Common Shares, (ii) new Common Share certificates issued
     after the Record Date upon transfer or new issuance of Common
     Shares will contain a notation incorporating the Rights
     Agreement by reference and (iii) the surrender for transfer of
     any certificates for Common Shares outstanding as of the
     Record Date will also constitute the transfer of the Rights
     associated with the Common Shares represented by such
     certificate. 
  
            The Rights are not exercisable until the
     Distribution Date. The Rights will expire on June 19, 2008
     (the "Expiration Date"), unless the Expiration Date is
     extended or unless the Rights are earlier redeemed or
     exchanged by the Company, in each case, as described below.
  
            If a person or group becomes an Acquiring Person,
     each holder of a Right will thereafter have the right to
     receive, upon exercise, Common Shares (or, in certain
     circumstances, Preferred Shares or other similar securities of
     the Company) having a value equal to two times the exercise
     price of the Right. Notwithstanding any of the foregoing,
     following the existence of an Acquiring Person, all Rights
  
                                   2
  that are, or (under certain circumstances specified in the
     Rights Agreement) were, beneficially owned by any Acquiring
     Person will be null and void. 
  
            For example, at an exercise price of $20 per Right,
     each Right not owned by an Acquiring Person following an event
     set forth in the preceding paragraph would entitle its holder
     to purchase $40 worth of Common Shares (or other
     consideration, as noted above) for $20.  Assuming a value of
     $10 per Common Share at such time, the holder of each valid
     Right would be entitled to purchase four Common Shares for
     $20.
  
            In the event that the Company is acquired in a
     merger or other business combination transaction or 50% or
     more of its consolidated assets or earning power are sold
     after a person or group has become an Acquiring Person, proper
     provision will be made so that each holder of a Right will
     thereafter have the right to receive, upon the exercise
     thereof at the then current exercise price of the Right, that
     number of shares of common stock of the acquiring company
     which at the time of such transaction will have a market value
     of two times the exercise price of the Right. In the event
     that any person or group becomes an Acquiring Person, proper
     provision shall be made so that each holder of a Right, other
     than Rights beneficially owned by the Acquiring Person (which
     will thereafter be void), will thereafter have the right to
     receive upon exercise that number of Common Shares having a
     market value of two times the exercise price of the Right. 
  
            At any time after any person or group becomes an
     Acquiring Person and prior to the acquisition by such person
     or group of 50% or more of the outstanding Common Shares, the
     Board of Directors of the Company may exchange the Rights
     (other than Rights owned by such person or group which will
     have become void), in whole or in part, at an exchange ratio
     of one Common Share, or one one-thousandth of a Preferred
     Share (or of a share of a class or series of the Company's
     preferred stock having equivalent rights, preferences and
     privileges), per Right (subject to adjustment).
  
            At any time prior to the existence of an Acquiring
     Person, the Board of Directors of the Company (upon the
     approval of a majority of the Continuing Directors) may redeem
     the Rights, in whole but not in part, at a price of $.01 per
     Right (the "Redemption Price"). The redemption of the Rights
     may be made effective at such time on such basis with such
     conditions as the Board of Directors, in its sole discretion,
     may establish. Immediately upon any redemption of the Rights,
     the right to exercise the Rights will terminate and the only
     right of the holders of Rights will be to receive the
     Redemption Price.
  
            The terms of the Rights may be amended by the Board
     of Directors of the Company (upon the approval of a majority
     of the Continuing Directors) without the consent of the
     holders of the Rights, except that from and after the
     existence of an Acquiring Person no such amendment may
     adversely affect the interests of the holders of the Rights
     (other than the Acquiring Person).
  
            "Continuing Director" means a member of the Board of
     Directors, who is not an Acquiring Person or a representative
     or nominee of an Acquiring Person, and who either (i) was a
     member of the Board of Directors on the date of the Rights
  
                                   3
  Agreement or (ii) subsequently became a member of the Board of
     Directors, and whose nomination for election or election to
     the Board of Directors was recommended or approved by a
     majority of the Continuing Directors then on the Board of
     Directors.
  
            The number of outstanding Rights and the number of
     one one-thousandths of a Preferred Share issuable upon
     exercise of each Right are subject to adjustment under certain
     circumstances.
  
            Because of the nature of the Preferred Shares'
     dividend, liquidation and voting rights, the value of the one
     one-thousandth interest in a Preferred Share purchasable upon
     exercise of each Right should approximate the value of one
     Common Share.
  
            Until a Right is exercised, the holder thereof, as
     such, will have no rights as a stockholder of the Company,
     including, without limitation, the right to vote or to receive
     dividends.
  
            A copy of the Rights Agreement has been filed with
     the Securities and Exchange Commission as an Exhibit to a
     Registration Statement on Form 8-A dated June 22, 1998. A copy
     of the Rights Agreement is available free of charge from the
     Company. This summary description of the Rights does not
     purport to be complete and is qualified in its entirety by
     reference to the Rights Agreement, which is hereby
     incorporated herein by reference.
  
            The foregoing summary does not purport to be
     complete and is qualified by reference to the full text of the
     Rights Agreement.
     
  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.
            -------------------------------------------------------------------
  
       (a)  Not applicable
       (b)  Not applicable
       (c)  Exhibit 1       Rights Agreement, dated as of June
                            19, 1998, between Cytogen
                            Corporation and ChaseMellon
                            Shareholder Services, L.L.C., as
                            Rights Agent.  The Rights Agreement
                            includes the Form of Certificate of
                            Designations of Series C Junior
                            Preferred Stock as Exhibit A, the
                            form of Rights Certificate as
                            Exhibit B and the Summary of Rights
                            as Exhibit C.
  
                                     4
  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 thereunto
     duly authorized.
  
                                   CYTOGEN CORPORATION
     
                                   By:  Donald F. Crane
                                        -----------------------
                                   Name:   Donald F. Crane
                                   Title:  Vice President and
                                           General Counsel
     
     
     Dated:  June 22, 1998
   
  
                                    5
  EXHIBIT INDEX
   
   
   
                                                          Sequentially
   Exhibit  No.        Description                        Numbered Page
   ------------        -----------                        -------------
   
        1             Rights Agreement, dated as of
                      June 19, 1998, between
                      Cytogen Corporation and
                      ChaseMellon Shareholder
                      Services, L.L.C., as Rights
                      Agent.  The Rights Agreement
                      includes the Form of
                      Certificate of Designations
                      of Series C Junior Preferred
                      Stock as Exhibit C, the form
                      of Rights Certificate as
                      Exhibit B and the Summary of
                      Rights as Exhibit C.                         7
  
                                      6