As filed with the Securities and Exchange Commission on December 16, 2004


                                                    Registration No. 333-

--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               CYTOGEN CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION>

<S>                                   <C>                                     <C>
                                      650 College Road East, Suite 3100,
           Delaware                      Princeton, New Jersey 08540               22-2322400
-------------------------------   ----------------------------------------    --------------------
(State or Other Jurisdiction of   (Address of Principal Executive Offices)      (I.R.S. Employer
 Incorporation or Organization)                  (Zip Code)                    Identification No.)
</TABLE>

                            2004 Stock Incentive Plan
                 2004 Non-Employee Director Stock Incentive Plan
                June 2003 Warrant Relating to Consulting Services
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                             William J. Thomas, Esq.
                    Senior Vice President and General Counsel
                               Cytogen Corporation
                        650 College Road East, Suite 3100
                           Princeton, New Jersey 08540
--------------------------------------------------------------------------------
                              (Name and Address of
                               Agent for Service)

                                 (609) 750-8223
--------------------------------------------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent For Service)

                                    Copy To:

                            Randall B. Sunberg, Esq.
                           Morgan, Lewis & Bockius LLP
                               502 Carnegie Center
                            Princeton, NJ 08540-6241
                                 (609) 919-6606

<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==================================================================================================================
<S>                                          <C>                 <C>               <C>                  <C>
                                                                 Proposed          Proposed
                                                                  Maximum           Maximum             Amount of
                                              Amount to be    Offering Price    Aggregate Offering    Registration
   Title of Securities to be Registered      Registered (1)      Per Share           Price               Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
share (2):

Shares to be issued  pursuant to prior
  option  grants or awards  under the
  2004 Stock Incentive Plan and the
  2004 Non-Employee Director Stock
  Incentive Plan........................       346,700(3)           (6)           $3,984,072(6)          $468.93

Shares issuable pursuant to future
  option grants and awards under the
  2004 Stock Incentive Plan and the
  2004 Non-Employee Director Stock
  Incentive Plan........................     1,228,300(4)           (7)           13,670,979(7)        $1,609.07

Shares to be issued upon the exercise of
  June 2003 Warrant (5).................        50,000              (8)             $282,500(8)           $33.25
                                           -------------                                             -------------
      TOTAL                                  1,625,000                                                 $2,111.25

==================================================================================================================
</TABLE>


(1)  In accordance  with Rule 416 under the  Securities Act of 1933, as amended,
     this  registration  statement  shall  be  deemed  to cover  any  additional
     securities  that may from time to time be  offered  or  issued  to  prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions,  including an indeterminate  number of shares of Common Stock
     as may be issuable by reason of the  anti-dilution  provisions  of the June
     2003 Warrant.

(2)  Associated  with each share of Common  Stock is the right to  purchase  one
     one-thousandth of a share of Series C Junior Participating  Preferred Stock
     pursuant to a rights  agreement.  These  preferred stock purchase rights do
     not carry a separate  purchase price or  necessitate  an additional  filing
     fee.

(3)  Consists of (i) 199,200  shares  issuable  pursuant to prior option  grants
     under the 2004 Stock  Incentive  Plan;  and (ii)  147,500  shares  issuable
     pursuant to prior option grants under the 2004 Non-Employee  Director Stock
     Incentive Plan.

(4)  Consists of (i) 1,000,800 shares issuable  pursuant to future option grants
     under the 2004 Stock  Incentive  Plan;  and (ii)  227,500  shares  issuable
     pursuant to future option grants under the 2004 Non-Employee Director Stock
     Incentive Plan.

(5)  Represents shares of Common Stock issuable upon the exercise of a June 2003
     Warrant issued in consideration for the provision of consulting services.

(6)  Calculated  pursuant  to Rule  457(h)  of the  Securities  Act of 1933,  as
     amended. The price per share and aggregate offering price are calculated on
     the basis of the price at which outstanding option

<PAGE>


     grants  under  the 2004  Stock  Incentive  Plan  and the 2004  Non-Employee
     Director Stock  Incentive Plan may be exercised  (227,300  shares at $11.50
     per share;  77,500 shares at $11.5255 per share;  500 shares at $11.955 per
     share;  1,500  shares at  $14.575  per share;  30,250  shares at $11.51 per
     share;  50 shares at $10.075 per share;  2,000  shares at $11.05 per share;
     200 shares at  $11.685  per share;  200  shares at $11.115  per share;  400
     shares at $10.225 per share;  800 shares at $10.08 per share; 200 shares at
     $9.94 per share;  200 shares at $10.20 per share;  1,500  shares at $10.005
     per share;  200 shares at $9.895 per  share;  2,200  shares at $9.8295  per
     share; and 1,700 shares at $11.13 per share).

(7)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rules  457(c) and  457(h) of the  Securities  Act of 1933,  as
     amended,  and  based  upon the  average  of the high and low  prices of the
     Registrant's  Common  Stock as  reported on the Nasdaq  National  Market on
     December 13, 2004.

(8)  Calculated  pursuant  to Rule  457(h)  of the  Securities  Act of 1933,  as
     amended,  and based upon the exercise  price per share of the Warrant equal
     to $5.65.

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or  given  to  participants  in the  plans  covered  by  this  Registration
Statement  pursuant to Rule  428(b)(1) of the Securities Act of 1933, as amended
(the  "Securities  Act").  Pursuant  to the  instructions  for  Form  S-8,  such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     Cytogen  Corporation (the  "registrant" or the "Company") is subject to the
informational and reporting requirements of Sections 13(a), 14, and 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Commission.  The following documents, which are on file with the Commission,
are incorporated in this Registration Statement by reference:

     (a)  The  registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

     (b)  The registrant's  Quarterly  Reports  on Form  10-Q for the  quarterly
periods ended March 31, 2004, June 30, 2004 and September 30, 2004.

     (c)  The  registrant's  Current  Reports  on Form  8-K as  filed  with  the
Commission on April 14, 2004, April 15, 2004, June 25, 2004,  September 2, 2004,
September 3, 2004, September 14, 2004, September 29, 2004, October 19, 2004, and
November 22, 2004.

     (d)  The description of the  registrant's shares of  Common Stock contained
in  the  registrant's   Registration  Statement  on  Form  8-A  registering  the
registrant's  shares of Common Stock under  Section 12 of the  Exchange  Act, as
supplemented by the disclosure set forth in Exhibit 3.1 to the registrant's Form
10-Q  Quarterly  Report for the quarter ended June 30, 2000 and Exhibit 3 to the
registrant's  Form 10-Q  Quarterly  Report for the  quarter  ended June 30, 1996
(File No. 000-14879).

     (e)  The description of the  registrant's  preferred  stock purchase rights
contained in the registrant's Registration Statement on Form 8-A registering the
preferred stock purchase rights under Section 12 of the Exchange Act, filed with
the Commission on June 24, 1998.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such

                                       -1-
<PAGE>


statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

     ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity

                                      -2-
<PAGE>


or arising out of his or her status as such whether or not the corporation would
have the power to indemnify  him or her against such  liabilities  under Section
145.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables  a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, authorizing a payment of
a dividend or approving a stock  repurchase  in violation of Delaware  Corporate
Law or from any transaction in which the director  derived an improper  personal
benefit.  This  section  also will have no  effect on claims  arising  under the
federal securities laws.

     The Company's  Certificate of  Incorporation  and By-Laws  provide that the
Company shall indemnify  officers and directors and, to the extent  permitted by
the Board of Directors,  employees and agents of the Company, to the full extent
permitted  by and in the  manner  permissible  under  the  laws of the  State of
Delaware.  In addition,  the By-Laws  permit the Board of Directors to authorize
the Company to purchase and maintain  insurance  against any director,  officer,
employee or agent of the Company arising out of his capacity as such.

     Cytogen has obtained  liability  insurance for the benefit of its directors
and officers  which  provides  coverage for losses of directors and officers for
liabilities  arising out of claims  against such persons  acting as directors or
officers  of  Cytogen  (or any  subsidiary  thereof)  due to any breach of duty,
neglect, error, misstatement, misleading statement, omission or act done by such
directors and officers, except as prohibited by law.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.   EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     ITEM 9.   UNDERTAKINGS.

     1.   The undersigned registrant hereby undertakes:

          (1)  To file, during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i)   To include  any prospectus required  by Section 10(a)(3) of
     the Securities Act;

               (ii)  To reflect in the  prospectus  any facts or events  arising
     after the effective date of the registration statement (or the most  recent
     post-effective amendment thereof) which, individually or in the  aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

               (iii) To include any  material  information  with  respect to the
     plan  of  distribution   not  previously  disclosed  in   the  registration
     statement  or any material  change to such  information in the registration
     statement;

                                      -3-
<PAGE>


     PROVIDED,  HOWEVER,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  registration
     statement.

               (2) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial BONA FIDE offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial BONA FIDE offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -4-
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Princeton, New Jersey on this 16th day of December 2004.

                                      CYTOGEN CORPORATION



                                      By:   /s/ Michael D. Becker
                                           -------------------------------------
                                           Michael D. Becker
                                           President and Chief Executive Officer



                                      -5-
<PAGE>


                        POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Cytogen  Corporation,  hereby
severally   constitute  and  appoint   Michael  D.  Becker  and  Christopher  P.
Schnittker,  and each of them singly,  our true and lawful  attorneys  with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  the  registration  statement  on Form  S-8  filed
herewith and any and all subsequent  amendments to said registration  statement,
and  generally  to do all such  things  in our  names  and on our  behalf in our
capacities as officers and  directors to enable  Cytogen  Corporation  to comply
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                  SIGNATURE                                        TITLE                                 DATE
---------------------------------------------  -------------------------------------------    -------------------------
<S>                                            <C>                                            <C>
/s/ Michael D. Becker                          President, Chief Executive Officer and         December 16, 2004
---------------------------------------------  Director (Principal Executive Officer)
Michael D. Becker

/s/ Christopher P. Schnittker                  Senior Vice President and Chief                December 16, 2004
---------------------------------------------  Financial Officer (Principal Financial
Christopher P. Schnittker                      and Accounting Officer)

/s/ John E.  Bagalay, Jr.                      Director                                       December 16, 2004
---------------------------------------------
John E.  Bagalay, Jr.

/s/ Allen Bloom                                Director                                       December 16, 2004
---------------------------------------------
Allen Bloom

/s/ Stephen K.  Carter                         Director                                       December 16, 2004
---------------------------------------------
Stephen K.  Carter

/s/ James A. Grigsby                           Director                                       December 16, 2004
---------------------------------------------
James A. Grigsby

/s/ Robert F.  Hendrickson                     Director                                       December 16, 2004
---------------------------------------------
Robert F.  Hendrickson

/s/ Kevin G. Lokay                             Director                                       December 16, 2004
---------------------------------------------
Kevin G. Lokay
</TABLE>

                                      -6-
<PAGE>


                                INDEX TO EXHIBITS

Number                       Description
------                       -----------

4.1            Cytogen  Corporation  2004  Stock  Incentive  Plan.  Filed  as an
               exhibit to the  Company's  Quarterly  Report on Form 10-Q for the
               quarter  ended  June  30,  2004,  and   incorporated   herein  by
               reference.

4.2            Cytogen  Corporation 2004  Non-Employee  Director Stock Incentive
               Plan.  Filed as an exhibit to the Company's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004,  and  incorporated
               herein by reference.

4.3            Warrant   Agreement,   dated  June  10,  2003,   between  Cytogen
               Corporation and Howard Soule, Ph.D. Filed herewith.

4.4            Amended and Restated  Rights  Agreement,  dated as of October 19,
               1998 between  Cytogen  Corporation  and Chase Mellon  Shareholder
               Services,  L.L.C.,  as Rights  Agent.  The Amended  and  Restated
               Rights Agreement includes the Form of Certificate of Designations
               of Series C Junior  Participating  Preferred  Stock as Exhibit A,
               the form of Right  Certificate  as  Exhibit B and the  Summary of
               Rights  as  Exhibit  C.  Filed  as an  exhibit  to the  Company's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1998,  and  incorporated  herein by reference.

4.5            Agreement for  Substitution  and Amendment of Rights Agreement by
               and  between  the Company  and  American  Stock  Transfer & Trust
               Company dated as of September 1, 2004. Filed as an exhibit to the
               Company's Current Report on Form 8-K, dated September 1, 2004, as
               filed with the Commission on September 2, 2004, and  incorporated
               herein by reference.

5.1            Opinion of Morgan,  Lewis & Bockius  LLP.  Filed  herewith.

23.1           Consent of KPMG LLP. Filed herewith.

23.2           Consent of Pricewaterhouse Coopers LLP. Filed herewith.

23.3           Consent of Morgan, Lewis & Bockius, LLP (Included in Exhibit 5.1)

24.1           Power  of  attorney  (Included  on the  signature  pages  of this
               registration statement)
[{"type": "S-8", "sequence": "1", "filename": "form_s-8dec04.txt", "description": "FORM S-8 12-16-04", "secsgml_size_bytes": 27924}]
{"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": "S-8", "act": "33", "file-number": "333-121320", "film-number": "041208103"}, "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"}}
As filed with the Securities and Exchange Commission on December 16, 2004

                                                    Registration No. 333-

--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               CYTOGEN CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)
650 College Road East, Suite 3100,
           Delaware                      Princeton, New Jersey 08540               22-2322400
-------------------------------   ----------------------------------------    --------------------
(State or Other Jurisdiction of   (Address of Principal Executive Offices)      (I.R.S. Employer
 Incorporation or Organization)                  (Zip Code)                    Identification No.)
2004 Stock Incentive Plan
                 2004 Non-Employee Director Stock Incentive Plan
                June 2003 Warrant Relating to Consulting Services
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                             William J. Thomas, Esq.
                    Senior Vice President and General Counsel
                               Cytogen Corporation
                        650 College Road East, Suite 3100
                           Princeton, New Jersey 08540
--------------------------------------------------------------------------------
                              (Name and Address of
                               Agent for Service)

                                 (609) 750-8223
--------------------------------------------------------------------------------
                     (Telephone Number, Including Area Code,
                              of Agent For Service)

                                    Copy To:

                            Randall B. Sunberg, Esq.
                           Morgan, Lewis & Bockius LLP
                               502 Carnegie Center
                            Princeton, NJ 08540-6241
                                 (609) 919-6606
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed          Proposed
                                                                  Maximum           Maximum             Amount of
                                              Amount to be    Offering Price    Aggregate Offering    Registration
   Title of Securities to be Registered      Registered (1)      Per Share           Price               Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per
share (2):

Shares to be issued  pursuant to prior
  option  grants or awards  under the
  2004 Stock Incentive Plan and the
  2004 Non-Employee Director Stock
  Incentive Plan........................       346,700(3)           (6)           $3,984,072(6)          $468.93

Shares issuable pursuant to future
  option grants and awards under the
  2004 Stock Incentive Plan and the
  2004 Non-Employee Director Stock
  Incentive Plan........................     1,228,300(4)           (7)           13,670,979(7)        $1,609.07

Shares to be issued upon the exercise of
  June 2003 Warrant (5).................        50,000              (8)             $282,500(8)           $33.25
                                           -------------                                             -------------
      TOTAL                                  1,625,000                                                 $2,111.25

==================================================================================================================
(1)  In accordance  with Rule 416 under the  Securities Act of 1933, as amended,
     this  registration  statement  shall  be  deemed  to cover  any  additional
     securities  that may from time to time be  offered  or  issued  to  prevent
     dilution   resulting  from  stock  splits,   stock   dividends  or  similar
     transactions,  including an indeterminate  number of shares of Common Stock
     as may be issuable by reason of the  anti-dilution  provisions  of the June
     2003 Warrant.

(2)  Associated  with each share of Common  Stock is the right to  purchase  one
     one-thousandth of a share of Series C Junior Participating  Preferred Stock
     pursuant to a rights  agreement.  These  preferred stock purchase rights do
     not carry a separate  purchase price or  necessitate  an additional  filing
     fee.

(3)  Consists of (i) 199,200  shares  issuable  pursuant to prior option  grants
     under the 2004 Stock  Incentive  Plan;  and (ii)  147,500  shares  issuable
     pursuant to prior option grants under the 2004 Non-Employee  Director Stock
     Incentive Plan.

(4)  Consists of (i) 1,000,800 shares issuable  pursuant to future option grants
     under the 2004 Stock  Incentive  Plan;  and (ii)  227,500  shares  issuable
     pursuant to future option grants under the 2004 Non-Employee Director Stock
     Incentive Plan.

(5)  Represents shares of Common Stock issuable upon the exercise of a June 2003
     Warrant issued in consideration for the provision of consulting services.

(6)  Calculated  pursuant  to Rule  457(h)  of the  Securities  Act of 1933,  as
     amended. The price per share and aggregate offering price are calculated on
     the basis of the price at which outstanding option
grants  under  the 2004  Stock  Incentive  Plan  and the 2004  Non-Employee
     Director Stock  Incentive Plan may be exercised  (227,300  shares at $11.50
     per share;  77,500 shares at $11.5255 per share;  500 shares at $11.955 per
     share;  1,500  shares at  $14.575  per share;  30,250  shares at $11.51 per
     share;  50 shares at $10.075 per share;  2,000  shares at $11.05 per share;
     200 shares at  $11.685  per share;  200  shares at $11.115  per share;  400
     shares at $10.225 per share;  800 shares at $10.08 per share; 200 shares at
     $9.94 per share;  200 shares at $10.20 per share;  1,500  shares at $10.005
     per share;  200 shares at $9.895 per  share;  2,200  shares at $9.8295  per
     share; and 1,700 shares at $11.13 per share).

(7)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rules  457(c) and  457(h) of the  Securities  Act of 1933,  as
     amended,  and  based  upon the  average  of the high and low  prices of the
     Registrant's  Common  Stock as  reported on the Nasdaq  National  Market on
     December 13, 2004.

(8)  Calculated  pursuant  to Rule  457(h)  of the  Securities  Act of 1933,  as
     amended,  and based upon the exercise  price per share of the Warrant equal
     to $5.65.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents  containing the information  specified in this Part I will be
sent or  given  to  participants  in the  plans  covered  by  this  Registration
Statement  pursuant to Rule  428(b)(1) of the Securities Act of 1933, as amended
(the  "Securities  Act").  Pursuant  to the  instructions  for  Form  S-8,  such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or  prospectus  supplements  pursuant  to  Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     Cytogen  Corporation (the  "registrant" or the "Company") is subject to the
informational and reporting requirements of Sections 13(a), 14, and 15(d) of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Commission.  The following documents, which are on file with the Commission,
are incorporated in this Registration Statement by reference:

     (a)  The  registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

     (b)  The registrant's  Quarterly  Reports  on Form  10-Q for the  quarterly
periods ended March 31, 2004, June 30, 2004 and September 30, 2004.

     (c)  The  registrant's  Current  Reports  on Form  8-K as  filed  with  the
Commission on April 14, 2004, April 15, 2004, June 25, 2004,  September 2, 2004,
September 3, 2004, September 14, 2004, September 29, 2004, October 19, 2004, and
November 22, 2004.

     (d)  The description of the  registrant's shares of  Common Stock contained
in  the  registrant's   Registration  Statement  on  Form  8-A  registering  the
registrant's  shares of Common Stock under  Section 12 of the  Exchange  Act, as
supplemented by the disclosure set forth in Exhibit 3.1 to the registrant's Form
10-Q  Quarterly  Report for the quarter ended June 30, 2000 and Exhibit 3 to the
registrant's  Form 10-Q  Quarterly  Report for the  quarter  ended June 30, 1996
(File No. 000-14879).

     (e)  The description of the  registrant's  preferred  stock purchase rights
contained in the registrant's Registration Statement on Form 8-A registering the
preferred stock purchase rights under Section 12 of the Exchange Act, filed with
the Commission on June 24, 1998.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part  hereof  from the  date of the  filing  of such  documents.  Any  statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be deemed to be modified or  superseded  for the  purposes of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such

                                       -1-
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

     ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
empowers a  corporation  to indemnify  any person who was or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  corporation)  by reason of the fact that he or she is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee or agent of the corporation,  or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit if he or she  acted in good  faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably  entitled
to indemnity for such  expenses  which the Court of Chancery or such other court
shall deem proper.

     Section 145 further  provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection  (a) and (b) or in the defense of any claim,  issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith;  that the indemnification provided by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
and that the scope of indemnification extends to directors, officers, employees,
or agents of a constituent corporation absorbed in a consolidation or merger and
persons serving in that capacity at the request of the  constituent  corporation
for another.  Section 145 also empowers a  corporation  to purchase and maintain
insurance  on behalf of a director  or officer of the  corporation  against  any
liability  asserted  against  him or her or  incurred  by him or her in any such
capacity

                                      -2-
or arising out of his or her status as such whether or not the corporation would
have the power to indemnify  him or her against such  liabilities  under Section
145.

     Section  102(b)(7)  of the  Delaware  General  Corporation  Law  enables  a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors  for  violation  of a director's  fiduciary
duty of care. This section does not, however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, authorizing a payment of
a dividend or approving a stock  repurchase  in violation of Delaware  Corporate
Law or from any transaction in which the director  derived an improper  personal
benefit.  This  section  also will have no  effect on claims  arising  under the
federal securities laws.

     The Company's  Certificate of  Incorporation  and By-Laws  provide that the
Company shall indemnify  officers and directors and, to the extent  permitted by
the Board of Directors,  employees and agents of the Company, to the full extent
permitted  by and in the  manner  permissible  under  the  laws of the  State of
Delaware.  In addition,  the By-Laws  permit the Board of Directors to authorize
the Company to purchase and maintain  insurance  against any director,  officer,
employee or agent of the Company arising out of his capacity as such.

     Cytogen has obtained  liability  insurance for the benefit of its directors
and officers  which  provides  coverage for losses of directors and officers for
liabilities  arising out of claims  against such persons  acting as directors or
officers  of  Cytogen  (or any  subsidiary  thereof)  due to any breach of duty,
neglect, error, misstatement, misleading statement, omission or act done by such
directors and officers, except as prohibited by law.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.   EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     ITEM 9.   UNDERTAKINGS.

     1.   The undersigned registrant hereby undertakes:

          (1)  To file, during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i)   To include  any prospectus required  by Section 10(a)(3) of
     the Securities Act;

               (ii)  To reflect in the  prospectus  any facts or events  arising
     after the effective date of the registration statement (or the most  recent
     post-effective amendment thereof) which, individually or in the  aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

               (iii) To include any  material  information  with  respect to the
     plan  of  distribution   not  previously  disclosed  in   the  registration
     statement  or any material  change to such  information in the registration
     statement;

                                      -3-
PROVIDED,  HOWEVER,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Exchange  Act  that  are  incorporated  by  reference  in the  registration
     statement.

               (2) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial BONA FIDE offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     2. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial BONA FIDE offering thereof.

     3. Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                      -4-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Princeton, New Jersey on this 16th day of December 2004.

                                      CYTOGEN CORPORATION

                                      By:   /s/ Michael D. Becker
                                           -------------------------------------
                                           Michael D. Becker
                                           President and Chief Executive Officer

                                      -5-
POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Cytogen  Corporation,  hereby
severally   constitute  and  appoint   Michael  D.  Becker  and  Christopher  P.
Schnittker,  and each of them singly,  our true and lawful  attorneys  with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  the  registration  statement  on Form  S-8  filed
herewith and any and all subsequent  amendments to said registration  statement,
and  generally  to do all such  things  in our  names  and on our  behalf in our
capacities as officers and  directors to enable  Cytogen  Corporation  to comply
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                        TITLE                                 DATE
---------------------------------------------  -------------------------------------------    -------------------------
/s/ Michael D. Becker                          President, Chief Executive Officer and         December 16, 2004
---------------------------------------------  Director (Principal Executive Officer)
Michael D. Becker

/s/ Christopher P. Schnittker                  Senior Vice President and Chief                December 16, 2004
---------------------------------------------  Financial Officer (Principal Financial
Christopher P. Schnittker                      and Accounting Officer)

/s/ John E.  Bagalay, Jr.                      Director                                       December 16, 2004
---------------------------------------------
John E.  Bagalay, Jr.

/s/ Allen Bloom                                Director                                       December 16, 2004
---------------------------------------------
Allen Bloom

/s/ Stephen K.  Carter                         Director                                       December 16, 2004
---------------------------------------------
Stephen K.  Carter

/s/ James A. Grigsby                           Director                                       December 16, 2004
---------------------------------------------
James A. Grigsby

/s/ Robert F.  Hendrickson                     Director                                       December 16, 2004
---------------------------------------------
Robert F.  Hendrickson

/s/ Kevin G. Lokay                             Director                                       December 16, 2004
---------------------------------------------
Kevin G. Lokay
-6-
INDEX TO EXHIBITS

Number                       Description
------                       -----------

4.1            Cytogen  Corporation  2004  Stock  Incentive  Plan.  Filed  as an
               exhibit to the  Company's  Quarterly  Report on Form 10-Q for the
               quarter  ended  June  30,  2004,  and   incorporated   herein  by
               reference.

4.2            Cytogen  Corporation 2004  Non-Employee  Director Stock Incentive
               Plan.  Filed as an exhibit to the Company's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2004,  and  incorporated
               herein by reference.

4.3            Warrant   Agreement,   dated  June  10,  2003,   between  Cytogen
               Corporation and Howard Soule, Ph.D. Filed herewith.

4.4            Amended and Restated  Rights  Agreement,  dated as of October 19,
               1998 between  Cytogen  Corporation  and Chase Mellon  Shareholder
               Services,  L.L.C.,  as Rights  Agent.  The Amended  and  Restated
               Rights Agreement includes the Form of Certificate of Designations
               of Series C Junior  Participating  Preferred  Stock as Exhibit A,
               the form of Right  Certificate  as  Exhibit B and the  Summary of
               Rights  as  Exhibit  C.  Filed  as an  exhibit  to the  Company's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1998,  and  incorporated  herein by reference.

4.5            Agreement for  Substitution  and Amendment of Rights Agreement by
               and  between  the Company  and  American  Stock  Transfer & Trust
               Company dated as of September 1, 2004. Filed as an exhibit to the
               Company's Current Report on Form 8-K, dated September 1, 2004, as
               filed with the Commission on September 2, 2004, and  incorporated
               herein by reference.

5.1            Opinion of Morgan,  Lewis & Bockius  LLP.  Filed  herewith.

23.1           Consent of KPMG LLP. Filed herewith.

23.2           Consent of Pricewaterhouse Coopers LLP. Filed herewith.

23.3           Consent of Morgan, Lewis & Bockius, LLP (Included in Exhibit 5.1)

24.1           Power  of  attorney  (Included  on the  signature  pages  of this
               registration statement)