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 8, 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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
       On February 8, 2005,  the Board of  Directors of Cytogen  Corporation  (the
  "Company")  effected  certain  amendments to the Company's  Amended and Restated
  Employee Stock Purchase Plan (the "ESPP")  relating to eligibility  requirements
  for employees, and the compensation available for contributions, under the ESPP.
  
       A copy of the ESPP, as revised,  is attached hereto as Exhibit 10.1 to this
  Current  Report on Form  8-K,  and is  incorporated  herein  by  reference.  The
  foregoing description is qualified in its entirety by reference to such Exhibit.
  
  ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
  
  (c) Exhibits.
  
          Exhibit No.      Description
          -----------      -----------
             10.1          Cytogen Corporation Amended and Restated Employee Stock
                           Purchase Plan.
  
  
  
  <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 10, 2005
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  
          Exhibit No.      Description
          -----------      -----------
             10.1          Cytogen Corporation Amended and Restated Employee Stock
                           Purchase Plan.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8-k_021005.txt", "description": "FORM 8-K DATED 02/10/05", "secsgml_size_bytes": 4124}]
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": "05592582"}, "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 8, 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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
  
       On February 8, 2005,  the Board of  Directors of Cytogen  Corporation  (the
  "Company")  effected  certain  amendments to the Company's  Amended and Restated
  Employee Stock Purchase Plan (the "ESPP")  relating to eligibility  requirements
  for employees, and the compensation available for contributions, under the ESPP.
  
       A copy of the ESPP, as revised,  is attached hereto as Exhibit 10.1 to this
  Current  Report on Form  8-K,  and is  incorporated  herein  by  reference.  The
  foregoing description is qualified in its entirety by reference to such Exhibit.
  
  ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
  
  (c) Exhibits.
  
          Exhibit No.      Description
          -----------      -----------
             10.1          Cytogen Corporation Amended and Restated Employee Stock
                           Purchase Plan.
  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 10, 2005
  EXHIBIT INDEX
  
          Exhibit No.      Description
          -----------      -----------
             10.1          Cytogen Corporation Amended and Restated Employee Stock
                           Purchase Plan.