content: SECURITIES AND EXCHANGE COMMISSION
  
                                Washington, DC 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): May 24, 2002
                                                             ------------
  
  
                           CYTOGEN RETIREMENT SAVINGS PLAN
                 (Exact Name of Registrant as Specified in Charter)
  
  
             Delaware                     000-14879                 222322400
  --------------------------------------------------------------------------------
   (State or Other Jurisdiction    (Commission File Number)       (IRS Employer
         of Incorporation)                                     Identification No.)
  
  
  600 College Road East, CN 5308, Princeton, NJ                          08540
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
  
  
                                   (609) 750-8200
                  ------------------------------------------------
                           (Registrant's telephone number,
                                including area code)
  
  
  
            -------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  
  
  <PAGE>
           Item 4.   Changes in Registrant's Certifying Accountant.
  
       On May 20,  2002,  the  Board of  Directors  of  Cytogen  Corporation  (the
  "Company"),  the Sponsor of the Cytogen  Retirement  Savings Plan (the  "Plan"),
  dismissed Arthur Andersen LLP ("Arthur  Andersen") as the Company's  independent
  public  accountants  and engaged  KPMG LLP  ("KPMG")  to serve as the  Company's
  independent public accountants for the fiscal year ending December 31, 2002. The
  appointment  of KPMG,  which was  recommended  to the Board of  Directors of the
  Company by its Audit Committee, was effective immediately.  Accordingly,  Arthur
  Andersen was also dismissed as the Plan's  independent  public  accountants  and
  KPMG was appointed auditors of the Plan for the year ended December 31, 2001.
  
       The decision to change auditors was not the result of any disagreement with
  Arthur  Andersen  with  respect  to  any  reporting  or  disclosure  requirement
  applicable to the Plan. The reports of Arthur  Andersen on the Plan's  financial
  statements for the fiscal years ended December 31, 2000 and 1999 did not contain
  an adverse opinion or a disclaimer of opinion and were not qualified or modified
  as to  uncertainty,  audit scope,  or accounting  principles.  During the fiscal
  years ended  December  31, 2000 and 1999 and the interim  period from January 1,
  2001 through May 24, 2002, there were no  disagreements  with Arthur Andersen on
  any matter of accounting principles or practices, financial statement disclosure
  or auditing scope and procedure  which,  if not resolved to the  satisfaction of
  Arthur  Andersen,  would have caused  Arthur  Andersen to make  reference to the
  matter in their report.  During such fiscal years and interim  period there were
  no "reportable  events",  as that term is defined in paragraph (a)(1)(v) of Item
  304 of Securities and Exchange Commission Regulation S-K ("Regulation S-K").
  
       The Plan provided Arthur Andersen with a copy of the foregoing disclosures.
  Attached as Exhibit 16.1 to this Current  Report on Form 8-K is a copy of Arthur
  Andersen's letter dated May 24, 2002 stating its agreement with such statements.
  
       During the fiscal  years ended  December  31, 2000 and 1999 and the interim
  period  through May 24,  2002,  the Company did not consult KPMG with respect to
  the  application  of accounting  principles to a specified  transaction,  either
  completed  or proposed,  or the type of audit  opinion that might be rendered on
  the Plan's financial  statements,  or on any other matters or reportable  events
  listed in Item 304(a)(2)(i) and (ii) of Regulation S-K.
  
  
  
           Item 7.   Financial Statements, Pro Forma Financial Information and
  Exhibits.
  
           (c) Exhibits.
  
                 Exhibit No.      Description of Exhibits
                 -----------      -----------------------
  
                 16.1             Letter from Arthur Andersen LLP regarding change
                                  in certifying accountant dated May 24, 2002.
  
  
  
  <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 Retirement Savings Plan
  
  
  
                                      By:  /s/ H. Joseph Reiser
                                          ---------------------------------------
                                          H. Joseph Reiser
                                          President and Chief Executive Officer
  
  
  Date:  May 24, 2002
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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": "02662251"}, "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, DC 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): May 24, 2002
                                                             ------------
  
                           CYTOGEN RETIREMENT SAVINGS PLAN
                 (Exact Name of Registrant as Specified in Charter)
  
             Delaware                     000-14879                 222322400
  --------------------------------------------------------------------------------
   (State or Other Jurisdiction    (Commission File Number)       (IRS Employer
         of Incorporation)                                     Identification No.)
  
  600 College Road East, CN 5308, Princeton, NJ                          08540
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                             (Zip Code)
  
                                   (609) 750-8200
                  ------------------------------------------------
                           (Registrant's telephone number,
                                including area code)
  
            -------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)
  Item 4.   Changes in Registrant's Certifying Accountant.
  
       On May 20,  2002,  the  Board of  Directors  of  Cytogen  Corporation  (the
  "Company"),  the Sponsor of the Cytogen  Retirement  Savings Plan (the  "Plan"),
  dismissed Arthur Andersen LLP ("Arthur  Andersen") as the Company's  independent
  public  accountants  and engaged  KPMG LLP  ("KPMG")  to serve as the  Company's
  independent public accountants for the fiscal year ending December 31, 2002. The
  appointment  of KPMG,  which was  recommended  to the Board of  Directors of the
  Company by its Audit Committee, was effective immediately.  Accordingly,  Arthur
  Andersen was also dismissed as the Plan's  independent  public  accountants  and
  KPMG was appointed auditors of the Plan for the year ended December 31, 2001.
  
       The decision to change auditors was not the result of any disagreement with
  Arthur  Andersen  with  respect  to  any  reporting  or  disclosure  requirement
  applicable to the Plan. The reports of Arthur  Andersen on the Plan's  financial
  statements for the fiscal years ended December 31, 2000 and 1999 did not contain
  an adverse opinion or a disclaimer of opinion and were not qualified or modified
  as to  uncertainty,  audit scope,  or accounting  principles.  During the fiscal
  years ended  December  31, 2000 and 1999 and the interim  period from January 1,
  2001 through May 24, 2002, there were no  disagreements  with Arthur Andersen on
  any matter of accounting principles or practices, financial statement disclosure
  or auditing scope and procedure  which,  if not resolved to the  satisfaction of
  Arthur  Andersen,  would have caused  Arthur  Andersen to make  reference to the
  matter in their report.  During such fiscal years and interim  period there were
  no "reportable  events",  as that term is defined in paragraph (a)(1)(v) of Item
  304 of Securities and Exchange Commission Regulation S-K ("Regulation S-K").
  
       The Plan provided Arthur Andersen with a copy of the foregoing disclosures.
  Attached as Exhibit 16.1 to this Current  Report on Form 8-K is a copy of Arthur
  Andersen's letter dated May 24, 2002 stating its agreement with such statements.
  
       During the fiscal  years ended  December  31, 2000 and 1999 and the interim
  period  through May 24,  2002,  the Company did not consult KPMG with respect to
  the  application  of accounting  principles to a specified  transaction,  either
  completed  or proposed,  or the type of audit  opinion that might be rendered on
  the Plan's financial  statements,  or on any other matters or reportable  events
  listed in Item 304(a)(2)(i) and (ii) of Regulation S-K.
  
           Item 7.   Financial Statements, Pro Forma Financial Information and
  Exhibits.
  
           (c) Exhibits.
  
                 Exhibit No.      Description of Exhibits
                 -----------      -----------------------
  
                 16.1             Letter from Arthur Andersen LLP regarding change
                                  in certifying accountant dated May 24, 2002.
  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 Retirement Savings Plan
  
                                      By:  /s/ H. Joseph Reiser
                                          ---------------------------------------
                                          H. Joseph Reiser
                                          President and Chief Executive Officer
  
  Date:  May 24, 2002