content: 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:  December 9, 1997
                                 
                                 
                       CYTOGEN CORPORATION
      (Exact name of registrant as specified in its charter)
                                 
                                  
                 Commission File Number: 1-14879
                                 
                                            Delaware         
          22-2322400
    (State of Incorporation)             (I.R.S. Employer
                                        Identification No.)
    
    
    600 College Road East, CN 5308, Princeton, NJ 08540-5308
        (Address of Principal Executive Offices and Zip Code)
    
          Registrant's Telephone Number: (609) 987-8200
                                  
  
          
    Item 5.  Other Events
    
         On December 9, 1997, CYTOGEN Corporation issued the
    attached press release.
    
       On December 9, 1997, Cytogen Corporation announced it
    had obtained from private investors a financing commitment,
    subject to satisfaction of certain conditions, to purchase
    shares of its Convertible Preferred Stock for up to $20
    million and that it had completed the first tranche of the
    financing by issuing shares of its 6% Series B Convertible 
    Preferred Stock the "Series B Preferred Stock", for $7.5        
    million. 
    
       The Company may at its option issue additional
    securities under the commitment in up to two additional
    series, subject to certain conditions.  The  purchasers
    are not obligated to purchase additional securities if the
    average closing bid price of the Company's common stock is
    less than $2.00 per share for a thirty day period, and the
    maximum funding for each series is determined by the price
    of the stock as follows, between $2.01 - $2.49 per share, $4
    million; between $2.50 - $2.99 per share, $5.5 million;
    between $3.00 - $3.74 per share, $7 million; between $3.75 -
    $4.49 per share, $10 million; $4.50 or greater, $12.5
    million.  The obligations of the purchasers to purchase
    additional securities are subject to additional conditions
    related to the effectiveness during certain periods of a
    secondary registration statement permitting resale of shares
    of common stock issued on conversion of the Series B
    Convertible Preferred; and to certain other events.  The
    shares issued under subsequent tranches could be issuable by
    the Company under like terms with the Series B Preferred Stock.
    
       The following summary description of the Series B Preferred  
    Stock is qualified in its entirety by reference to the          
    Certificate of Designation (defined below) filed as an exhibit  
    hereto which defines the rights and preferences of such         
    security.
    
    Summary Description of The Series B Preferred Stock
    
       The 750 outstanding shares of Series B Preferred Stock were 
    issued by the Company to the holders of Series B Preferred      
    Stock (the "Series B Holders") in an offering of Series B       
    Preferred Stock exempt from the registration requirements of
    the Securities Act of 1933 pursuant to Regulation D thereunder  
    in December 1997.  Each share of Series B Preferred Stock has a
    par value of $.01 per share and a stated value of $10,000 per   
    share (the "Stated Value").  
    
       Pursuant to the Certificate of Designation relating to
    the Series B Preferred Stock (the "Certificate of
    Designation") the Series B Holders are entitled to receive,
    when, as and if declared by the Board of Directors of the
    Company (the "Board of Directors"), out of funds legally
    available therefor, cumulative dividends at a rate of 6% of
    the Stated Value per share per annum, payable, at the option
    of the Company, in cash or shares of Common Stock (subject
    to certain limitations).  Dividends on the Series B
    Preferred Stock shall be deemed to accrue from the date of
    original issue of the Series B Preferred Stock, whether or
    not earned or declared and whether or not there are profits,
    surplus or other funds of the Company legally available for
    the payment of dividends.  Accrued dividends on the Series B
    Preferred Stock shall be paid on the date such Series B
    Preferred Stock is converted, but the Company shall have the
    option to pay dividends in cash or common stock and more
    frequently as and when declared by the Board of Directors.  The 
    Certificate of Designation does not provide for a sinking fund. 
    
       The Certificate of Designation prohibits the repurchase
    by the Company of, or the payment or declaration of any
    dividends with respect to, any securities of the Company
    junior to or pari passu with the Series B Preferred Stock
    (with certain exceptions).
       
      Except as may be required by law and except with
    respect to certain actions which may adversely affect the
    Series B Holders, the Series B Holders are not entitled to
    vote on any matter submitted to a vote of stockholders of
    the Company.
    
      The Series B Preferred Stock ranks senior with respect
    to rights on liquidation, winding-up and dissolution of the
    Company to the Company's Common Stock.  Upon any voluntary
    or involuntary liquidation, dissolution or winding-up of the
    Company, holders of Series B Preferred Stock will be
    entitled to receive $10,000 per share, plus accrued and
    unpaid dividends, before any distribution is made on the
    common stock or any preferred stock of the Company ranking
    junior as to liquidation rights to the Series B Preferred
    Stock. 
    
      The Series B Holders have the right to convert shares
    of Series B Preferred Stock into common stock at a
    conversion price (the "Initial Conversion Price") equal to the  
    lesser of (a) 120% of the average per share market value for    
    the ten trading days immediately preceding the date of original 
    issue of the Series B Preferred Stock (the "Original Issue    
    Date"), or $3.4575 and (b) at a discount up to
    85% of the average of four closing bid prices chosen by the
    Series B Holders during the twenty-five trading days prior
    to notice of conversion, which discount is initially 95% and
    shall increase by 5% on the first day of the two months
    subsequent to the Original Issue Date of the Series B
    Preferred Stock.  If, however, the average per share market
    value for the five day trading period immediately preceding
    the conversion date exceeds the Initial Conversion Price by
    180%, then the conversion price otherwise applicable to such
    conversion shall be increased by an amount equal to 50% of
    the difference between the average per share market value
    for the five day trading period immediately preceding the
    conversion date and the Initial Conversion Price.  
    
       The conversion price may be adjusted under certain
    circumstances, including the failure by the company to file
    a registration statement with the Securities and Exchange
    Commission (the "Commission") for the underlying shares into
    which the Series B Preferred Stock is convertible, the
    failure of such registration statement to be declared
    effective by the Commission within certain time periods,
    suspension of trading of the Company's common stock or upon
    the occurrence of certain other events.  If on the date of
    conversion, the conversion price then in effect would result
    in the number of shares issuable in connection with such
    conversion (including the conversion of shares issued in
    respect of payment of dividends) equalling or exceeding 20%
    of the number of shares of common stock outstanding, the
    Company is, under certain circumstances, required to obtain
    the approval of a majority of shareholders to authorize such
    conversion.  The Series B Holders have agreed that in no
    event shall any such Series B Holder be entitled to convert
    any shares of Series B Preferred Stock if the issuance of
    shares of Common Stock upon a proposed conversion, when the
    shares to be so issued are counted together with other
    shares of common stock beneficially owned by such Series B
    Holder would result in a Series B Holder beneficially owning
    more than 4.999% of the outstanding shares of Common Stock.    
    
       The Series B Preferred Stock is convertible at the
    option of the Company three years from the date of original
    issue of the Series B Preferred Stock (the "Original Issue
    Date").  All outstanding and unconverted shares of Series B
    Preferred Stock are also redeemable at the option of the
    Company on the third anniversary of the Original Issue Date
    at a price per share equal to the product of (1) the average
    per share market value for the five trading days immediately
    preceding (i) the third anniversary of the original issue
    date or (ii) the date of payment in full by the Company of
    the redemption price, whichever is greater, and (2) the
    Stated Value plus accrued but unpaid dividends not paid in
    common stock divided by the Conversion Price for the Series
    B Preferred Stock calculated on the third anniversary of the
    Original Issue Date.   
    
    
    Item 7.  Exhibits
    
    
             3.1     Certificate of Designation of 6% Convertible
                     Preferred Stock, Series B
          
            10.1     Form of Convertible Preferred Stock Purchase
                     Agreement by and between Cytogen Corporation   
                     and the purchasers of Series B Preferred Stock
          
            10.2     Form of Registration Rights Agreement by and
                     between Cytogen Corporation and the purchasers
                     of Series B Preferred Stock
          
            99.1     Press Release issued by CYTOGEN Corporation on 
                     December 9, 1997
          
  
          
  
                            SIGNATURE
                                  
    
    
              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/ Donald F. Crane, Jr.   
                                   -------------------------  
                                   Name:  Donald F. Crane, Jr. 
                                   Title: Vice President 
                                           General Counsel and Secretary
    
    
    
    
    
    Date:  December 22, 1997
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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": "333-02015", "film-number": "97742720"}, "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:  December 9, 1997
                                 
                                 
                       CYTOGEN CORPORATION
      (Exact name of registrant as specified in its charter)
                                 
                                  
                 Commission File Number: 1-14879
                                 
                                            Delaware         
          22-2322400
    (State of Incorporation)             (I.R.S. Employer
                                        Identification No.)
    
    
    600 College Road East, CN 5308, Princeton, NJ 08540-5308
        (Address of Principal Executive Offices and Zip Code)
    
          Registrant's Telephone Number: (609) 987-8200
                                  
  
          
    Item 5.  Other Events
    
         On December 9, 1997, CYTOGEN Corporation issued the
    attached press release.
    
       On December 9, 1997, Cytogen Corporation announced it
    had obtained from private investors a financing commitment,
    subject to satisfaction of certain conditions, to purchase
    shares of its Convertible Preferred Stock for up to $20
    million and that it had completed the first tranche of the
    financing by issuing shares of its 6% Series B Convertible 
    Preferred Stock the "Series B Preferred Stock", for $7.5        
    million. 
    
       The Company may at its option issue additional
    securities under the commitment in up to two additional
    series, subject to certain conditions.  The  purchasers
    are not obligated to purchase additional securities if the
    average closing bid price of the Company's common stock is
    less than $2.00 per share for a thirty day period, and the
    maximum funding for each series is determined by the price
    of the stock as follows, between $2.01 - $2.49 per share, $4
    million; between $2.50 - $2.99 per share, $5.5 million;
    between $3.00 - $3.74 per share, $7 million; between $3.75 -
    $4.49 per share, $10 million; $4.50 or greater, $12.5
    million.  The obligations of the purchasers to purchase
    additional securities are subject to additional conditions
    related to the effectiveness during certain periods of a
    secondary registration statement permitting resale of shares
    of common stock issued on conversion of the Series B
    Convertible Preferred; and to certain other events.  The
    shares issued under subsequent tranches could be issuable by
    the Company under like terms with the Series B Preferred Stock.
    
       The following summary description of the Series B Preferred  
    Stock is qualified in its entirety by reference to the          
    Certificate of Designation (defined below) filed as an exhibit  
    hereto which defines the rights and preferences of such         
    security.
    
    Summary Description of The Series B Preferred Stock
    
       The 750 outstanding shares of Series B Preferred Stock were 
    issued by the Company to the holders of Series B Preferred      
    Stock (the "Series B Holders") in an offering of Series B       
    Preferred Stock exempt from the registration requirements of
    the Securities Act of 1933 pursuant to Regulation D thereunder  
    in December 1997.  Each share of Series B Preferred Stock has a
    par value of $.01 per share and a stated value of $10,000 per   
    share (the "Stated Value").  
    
       Pursuant to the Certificate of Designation relating to
    the Series B Preferred Stock (the "Certificate of
    Designation") the Series B Holders are entitled to receive,
    when, as and if declared by the Board of Directors of the
    Company (the "Board of Directors"), out of funds legally
    available therefor, cumulative dividends at a rate of 6% of
    the Stated Value per share per annum, payable, at the option
    of the Company, in cash or shares of Common Stock (subject
    to certain limitations).  Dividends on the Series B
    Preferred Stock shall be deemed to accrue from the date of
    original issue of the Series B Preferred Stock, whether or
    not earned or declared and whether or not there are profits,
    surplus or other funds of the Company legally available for
    the payment of dividends.  Accrued dividends on the Series B
    Preferred Stock shall be paid on the date such Series B
    Preferred Stock is converted, but the Company shall have the
    option to pay dividends in cash or common stock and more
    frequently as and when declared by the Board of Directors.  The 
    Certificate of Designation does not provide for a sinking fund. 
    
       The Certificate of Designation prohibits the repurchase
    by the Company of, or the payment or declaration of any
    dividends with respect to, any securities of the Company
    junior to or pari passu with the Series B Preferred Stock
    (with certain exceptions).
       
      Except as may be required by law and except with
    respect to certain actions which may adversely affect the
    Series B Holders, the Series B Holders are not entitled to
    vote on any matter submitted to a vote of stockholders of
    the Company.
    
      The Series B Preferred Stock ranks senior with respect
    to rights on liquidation, winding-up and dissolution of the
    Company to the Company's Common Stock.  Upon any voluntary
    or involuntary liquidation, dissolution or winding-up of the
    Company, holders of Series B Preferred Stock will be
    entitled to receive $10,000 per share, plus accrued and
    unpaid dividends, before any distribution is made on the
    common stock or any preferred stock of the Company ranking
    junior as to liquidation rights to the Series B Preferred
    Stock. 
    
      The Series B Holders have the right to convert shares
    of Series B Preferred Stock into common stock at a
    conversion price (the "Initial Conversion Price") equal to the  
    lesser of (a) 120% of the average per share market value for    
    the ten trading days immediately preceding the date of original 
    issue of the Series B Preferred Stock (the "Original Issue    
    Date"), or $3.4575 and (b) at a discount up to
    85% of the average of four closing bid prices chosen by the
    Series B Holders during the twenty-five trading days prior
    to notice of conversion, which discount is initially 95% and
    shall increase by 5% on the first day of the two months
    subsequent to the Original Issue Date of the Series B
    Preferred Stock.  If, however, the average per share market
    value for the five day trading period immediately preceding
    the conversion date exceeds the Initial Conversion Price by
    180%, then the conversion price otherwise applicable to such
    conversion shall be increased by an amount equal to 50% of
    the difference between the average per share market value
    for the five day trading period immediately preceding the
    conversion date and the Initial Conversion Price.  
    
       The conversion price may be adjusted under certain
    circumstances, including the failure by the company to file
    a registration statement with the Securities and Exchange
    Commission (the "Commission") for the underlying shares into
    which the Series B Preferred Stock is convertible, the
    failure of such registration statement to be declared
    effective by the Commission within certain time periods,
    suspension of trading of the Company's common stock or upon
    the occurrence of certain other events.  If on the date of
    conversion, the conversion price then in effect would result
    in the number of shares issuable in connection with such
    conversion (including the conversion of shares issued in
    respect of payment of dividends) equalling or exceeding 20%
    of the number of shares of common stock outstanding, the
    Company is, under certain circumstances, required to obtain
    the approval of a majority of shareholders to authorize such
    conversion.  The Series B Holders have agreed that in no
    event shall any such Series B Holder be entitled to convert
    any shares of Series B Preferred Stock if the issuance of
    shares of Common Stock upon a proposed conversion, when the
    shares to be so issued are counted together with other
    shares of common stock beneficially owned by such Series B
    Holder would result in a Series B Holder beneficially owning
    more than 4.999% of the outstanding shares of Common Stock.    
    
       The Series B Preferred Stock is convertible at the
    option of the Company three years from the date of original
    issue of the Series B Preferred Stock (the "Original Issue
    Date").  All outstanding and unconverted shares of Series B
    Preferred Stock are also redeemable at the option of the
    Company on the third anniversary of the Original Issue Date
    at a price per share equal to the product of (1) the average
    per share market value for the five trading days immediately
    preceding (i) the third anniversary of the original issue
    date or (ii) the date of payment in full by the Company of
    the redemption price, whichever is greater, and (2) the
    Stated Value plus accrued but unpaid dividends not paid in
    common stock divided by the Conversion Price for the Series
    B Preferred Stock calculated on the third anniversary of the
    Original Issue Date.   
    
    
    Item 7.  Exhibits
    
    
             3.1     Certificate of Designation of 6% Convertible
                     Preferred Stock, Series B
          
            10.1     Form of Convertible Preferred Stock Purchase
                     Agreement by and between Cytogen Corporation   
                     and the purchasers of Series B Preferred Stock
          
            10.2     Form of Registration Rights Agreement by and
                     between Cytogen Corporation and the purchasers
                     of Series B Preferred Stock
          
            99.1     Press Release issued by CYTOGEN Corporation on 
                     December 9, 1997
          
  
          
  
                            SIGNATURE
                                  
    
    
              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/ Donald F. Crane, Jr.   
                                   -------------------------  
                                   Name:  Donald F. Crane, Jr. 
                                   Title: Vice President 
                                           General Counsel and Secretary
    
    
    
    
    
    Date:  December 22, 1997