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 20, 2002
                                                             ------------
  
  
                                 CYTOGEN CORPORATION
                 (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"), upon recommendation of the Audit committee informed the Company's
  independent public accountants, Arthur Andersen LLP ("Arthur Andersen"), that
  they would be dismissed 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 was effective immediately.
  
       Arthur Andersen's prior audit report on the Company's financial statements
  for each of the two most recent fiscal years in the period ended December 31,
  2001 contained no adverse opinion or disclaimer of opinion and was not qualified
  or modified as to uncertainty, audit scope, or accounting principles. During the
  two most recent fiscal years of the Company ended December 31, 2001, there were
  no disagreements between the Company and Arthur Andersen on any matter of
  accounting principles or practices, financial statement disclosure, or auditing
  scope or procedure, which disagreements, if not resolved to Arthur Andersen's
  satisfaction, would have caused Arthur Andersen to make reference to the subject
  matter of the disagreement in connection with its reports; and during such
  period there were no "reportable events" of the kind listed in Item 304(a)(1)(v)
  of Regulation S-K. A letter from Arthur Andersen addressed to the Securities and
  Exchange Commission stating their agreement with the above statements is
  attached hereto as Exhibit 16.
  
       During the two most recent fiscal years of the Company ended December 31,
  2001, and through May 20, 2002, the Company did not consult with KPMG regarding
  any of the matters or events set forth in Item 304(a)(2)(i) or (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.
  
                 99.1                Press Release disclosing change in certifying
                                     accountant issued May 20, 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 Corporation
  
  
  
                                                   By:  /s/ Lawrence R. Hoffman
                                                        --------------------------
                                                        Lawrence R. Hoffman,
                                                         Chief Financial Officer
  
  
  Date:  May 20, 2002
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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 20, 2002
                                                             ------------
  
                                 CYTOGEN CORPORATION
                 (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"), upon recommendation of the Audit committee informed the Company's
  independent public accountants, Arthur Andersen LLP ("Arthur Andersen"), that
  they would be dismissed 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 was effective immediately.
  
       Arthur Andersen's prior audit report on the Company's financial statements
  for each of the two most recent fiscal years in the period ended December 31,
  2001 contained no adverse opinion or disclaimer of opinion and was not qualified
  or modified as to uncertainty, audit scope, or accounting principles. During the
  two most recent fiscal years of the Company ended December 31, 2001, there were
  no disagreements between the Company and Arthur Andersen on any matter of
  accounting principles or practices, financial statement disclosure, or auditing
  scope or procedure, which disagreements, if not resolved to Arthur Andersen's
  satisfaction, would have caused Arthur Andersen to make reference to the subject
  matter of the disagreement in connection with its reports; and during such
  period there were no "reportable events" of the kind listed in Item 304(a)(1)(v)
  of Regulation S-K. A letter from Arthur Andersen addressed to the Securities and
  Exchange Commission stating their agreement with the above statements is
  attached hereto as Exhibit 16.
  
       During the two most recent fiscal years of the Company ended December 31,
  2001, and through May 20, 2002, the Company did not consult with KPMG regarding
  any of the matters or events set forth in Item 304(a)(2)(i) or (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.
  
                 99.1                Press Release disclosing change in certifying
                                     accountant issued May 20, 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 Corporation
  
                                                   By:  /s/ Lawrence R. Hoffman
                                                        --------------------------
                                                        Lawrence R. Hoffman,
                                                         Chief Financial Officer
  
  Date:  May 20, 2002