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): November 19, 2004
                                                           -----------------
  
                                 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
       On November 19, 2004,  Cytogen  Corporation  (the  "Company")  entered into
  Addendum No. 2 (the "Addendum") to the Stock Exchange Agreement dated as of June
  15, 1999, as amended (the  "Agreement"),  among the Company and the stockholders
  and  debtholders  (collectively,  the "Prostagen  Partners") of Prostagen,  Inc.
  ("Prostagen").  The Company  entered into the Agreement in  connection  with the
  Company's  acquisition  of  Prostagen,  and is obligated to make payments to the
  Prostagen  Partners if certain  milestones  are achieved in the  dendritic  cell
  therapy and PSMA development programs. All terms not specifically defined herein
  shall have the meaning ascribed to them in the Addendum or the Agreement.
  
       The Addendum was  effective  immediately  and  provides  that,  among other
  things,  in  satisfaction  of its  obligations  to the Prostagen  Partners under
  Paragraphs  1.6(b) and (d) of the  Agreement,  the Company  shall deliver to the
  representative  of the Prostagen  Partners:  (i) 50,000 shares of Cytogen common
  stock within ten business  days of the date of the  Addendum;  (ii)  $500,000 of
  shares of Cytogen  common stock within ten business days after the completion by
  PSMA Development  Company,  LLC (or any entity with technology licensed from the
  Company) of a Phase I clinical trial for  immunotherapy  for prostate  cancer if
  such trial establishes  safety; and (iii) $1,000,000 of shares of Cytogen common
  stock within ten business  days after the  enrollment of the first patient after
  the date hereof by PSMA Development  Company, LLC (or any entity with technology
  licensed  from the  Company) in a Phase III or combined  Phase  II-III  clinical
  trial for immunotherapy for prostate cancer.
  
       The Company intends to issue shares of its common stock, in satisfaction of
  its obligations  under the Addendum,  that will be registered under its existing
  shelf  registration  statement  on Form S-3  (Reg.  No.  333-110040),  which was
  declared  effective by the  Securities  and Exchange  Commission  on October 30,
  2003.
  
       The foregoing  descriptions of the Addendum and the Agreement are qualified
  in their entirety by reference to such Exhibits.
  
  <PAGE>
  
  
  ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
  
  (c) Exhibits.
  
          Exhibit No.       Description
          -----------       -----------
  
              10.1          Addendum No. 2 to Stock Exchange  Agreement Among  the
                            Company  and  the   Stockholders  and  Debtholders  of
                            Prostagen, Inc.  Filed herewith.
  
              10.2          Addendum to Stock  Exchange  Agreement  among  Cytogen
                            Corporation  and the  Stockholders  and Debtholders of
                            Prostagen,  Inc. dated as of May 14, 2002, and amended
                            as of August  13,  2002.  Filed as an  exhibit  to the
                            Company's  Quarterly  Report on Form 10-Q,  filed with
                            the  Commission on August 14, 2002,  and  incorporated
                            herein by reference.
  
              10.3          Stock Exchange Agreement  Among  the Company  and  the
                            Stockholders and Debtholders of Prostagen, Inc.  Filed
                            as an exhibit to the Company's Registration  Statement
                            on  Form S-3 dated July 19, 1999, as amended (Reg. No.
                            333-83215), and incorporated herein by reference.
  
  
  
  <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:   November 22, 2004
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
          Exhibit No.    Description
          -----------    -----------
  
             10.1        Addendum  No. 2 to Stock Exchange Agreement Among Cytogen
                         Corporation  and  the  Stockholders  and  Debtholders  of
                         Prostagen, Inc.  Filed herewith.
  
             10.2        Addendum  to  Stock  Exchange  Agreement  among   Cytogen
                         Corporation  and  the  Stockholders  and  Debtholders  of
                         Prostagen, Inc.  dated as of May 14, 2002, and amended as
                         of  August 13, 2002. Filed as an exhibit to the Company's
                         Quarterly  Report on Form 10-Q, filed with the Commission
                         on August 14, 2002, and incorporated herein by reference.
  
             10.3        Stock  Exchange  Agreement  Among  the  Company  and  the
                         Stockholders and Debtholders of Prostagen, Inc.  Filed as
                         an  exhibit to  the Company's Registration  Statement  on
                         Form  S-3  dated  July  19, 1999,  as  amended  (Reg. No.
                         333-83215) and incorporated herein by reference.
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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): November 19, 2004
                                                           -----------------
  
                                 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
       On November 19, 2004,  Cytogen  Corporation  (the  "Company")  entered into
  Addendum No. 2 (the "Addendum") to the Stock Exchange Agreement dated as of June
  15, 1999, as amended (the  "Agreement"),  among the Company and the stockholders
  and  debtholders  (collectively,  the "Prostagen  Partners") of Prostagen,  Inc.
  ("Prostagen").  The Company  entered into the Agreement in  connection  with the
  Company's  acquisition  of  Prostagen,  and is obligated to make payments to the
  Prostagen  Partners if certain  milestones  are achieved in the  dendritic  cell
  therapy and PSMA development programs. All terms not specifically defined herein
  shall have the meaning ascribed to them in the Addendum or the Agreement.
  
       The Addendum was  effective  immediately  and  provides  that,  among other
  things,  in  satisfaction  of its  obligations  to the Prostagen  Partners under
  Paragraphs  1.6(b) and (d) of the  Agreement,  the Company  shall deliver to the
  representative  of the Prostagen  Partners:  (i) 50,000 shares of Cytogen common
  stock within ten business  days of the date of the  Addendum;  (ii)  $500,000 of
  shares of Cytogen  common stock within ten business days after the completion by
  PSMA Development  Company,  LLC (or any entity with technology licensed from the
  Company) of a Phase I clinical trial for  immunotherapy  for prostate  cancer if
  such trial establishes  safety; and (iii) $1,000,000 of shares of Cytogen common
  stock within ten business  days after the  enrollment of the first patient after
  the date hereof by PSMA Development  Company, LLC (or any entity with technology
  licensed  from the  Company) in a Phase III or combined  Phase  II-III  clinical
  trial for immunotherapy for prostate cancer.
  
       The Company intends to issue shares of its common stock, in satisfaction of
  its obligations  under the Addendum,  that will be registered under its existing
  shelf  registration  statement  on Form S-3  (Reg.  No.  333-110040),  which was
  declared  effective by the  Securities  and Exchange  Commission  on October 30,
  2003.
  
       The foregoing  descriptions of the Addendum and the Agreement are qualified
  in their entirety by reference to such Exhibits.
  ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
  
  (c) Exhibits.
  
          Exhibit No.       Description
          -----------       -----------
  
              10.1          Addendum No. 2 to Stock Exchange  Agreement Among  the
                            Company  and  the   Stockholders  and  Debtholders  of
                            Prostagen, Inc.  Filed herewith.
  
              10.2          Addendum to Stock  Exchange  Agreement  among  Cytogen
                            Corporation  and the  Stockholders  and Debtholders of
                            Prostagen,  Inc. dated as of May 14, 2002, and amended
                            as of August  13,  2002.  Filed as an  exhibit  to the
                            Company's  Quarterly  Report on Form 10-Q,  filed with
                            the  Commission on August 14, 2002,  and  incorporated
                            herein by reference.
  
              10.3          Stock Exchange Agreement  Among  the Company  and  the
                            Stockholders and Debtholders of Prostagen, Inc.  Filed
                            as an exhibit to the Company's Registration  Statement
                            on  Form S-3 dated July 19, 1999, as amended (Reg. No.
                            333-83215), and incorporated herein by reference.
  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:   November 22, 2004
  EXHIBIT INDEX
  
          Exhibit No.    Description
          -----------    -----------
  
             10.1        Addendum  No. 2 to Stock Exchange Agreement Among Cytogen
                         Corporation  and  the  Stockholders  and  Debtholders  of
                         Prostagen, Inc.  Filed herewith.
  
             10.2        Addendum  to  Stock  Exchange  Agreement  among   Cytogen
                         Corporation  and  the  Stockholders  and  Debtholders  of
                         Prostagen, Inc.  dated as of May 14, 2002, and amended as
                         of  August 13, 2002. Filed as an exhibit to the Company's
                         Quarterly  Report on Form 10-Q, filed with the Commission
                         on August 14, 2002, and incorporated herein by reference.
  
             10.3        Stock  Exchange  Agreement  Among  the  Company  and  the
                         Stockholders and Debtholders of Prostagen, Inc.  Filed as
                         an  exhibit to  the Company's Registration  Statement  on
                         Form  S-3  dated  July  19, 1999,  as  amended  (Reg. No.
                         333-83215) and incorporated herein by reference.