<PAGE>
 
   As filed with the Securities and Exchange Commission on January 25, 1996
                                                        Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              CYTOGEN CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                       22-2322400
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification Number) 


        600 College Road East, CN 5308, Princeton, New Jersey 08540-5308
                    (Address of principal executive offices)
                               -----------------

                                 CELLCOR, INC.
                            1988 STOCK OPTION PLAN
                  1992 STOCK OPTION AND RESTRICTED STOCK PLAN
                           1992 DIRECTOR STOCK PLAN
                           1995 STOCK INCENTIVE PLAN
                          (Full titles of the Plans)
                               -----------------

                             Mr. T. Jerome Madison
             Vice President, Chief Financial Officer and Secretary
                              Cytogen Corporation
  600 College Road East, CN 5308, Princeton, New Jersey 08540-5308, Telephone:
                                 (609) 987-8200
                    (Name and address of agent for service)

                                 (609) 987-8200
         (Telephone number, including area code, of agent for service)
                               -----------------
                                    Copy to:
                             James J. Marino, Esq.
                             Dechert Price & Rhoads
                           997 Lenox Drive, Suite 210
                        Lawrenceville, New Jersey 08648
                                 (609) 520-3200
                               -----------------

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
========================================================================================================
                               Amount        Proposed             Proposed Maximum     
         Title of               to be     Maximum Offering        Aggregate Offering     Amount of     
Securities to be Registered  Registered   Price Per Share (1)         Price (1)        Registration Fee              
--------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>                     <C>                  <C> 
       Common Stock        606,952 shares       $6.16                 $3,738,824           $1,290 
========================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with paragraph (h) of Rule 457 of the Securities Act of 1933, as
    amended, on the basis of the average of the high and low prices of the
    Common Stock reported on the Nasdaq National Market on January 19, 1996.

                           -------------------------
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference

               The following documents filed with the Securities and Exchange
     Commission (the "Commission") are incorporated herein by reference:

               (a) The latest Annual Report on Form 10-K of Cytogen Corporation
     (the "Company"), which at the date of this Registration Statement on Form
     S-8 (this "Registration Statement") is its Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities and Exchange Act of 1934 (the "Exchange Act") since the end
     of the fiscal year covered by the Company's latest Annual Report on Form
     10-K.

               (c) The description of the Common Stock, par value $.01 per
     share, of the Company (the "Common Stock") contained in the Company's
     Registration Statement on Form 8-A declared effective on March 9, 1992,
     together with all reports and other documents filed with the Commission for
     the purpose of updating or otherwise amending that description after the
     date of this Registration Statement.

               All documents filed by the Company after the date of this
     Registration Statement 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 a 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 into this Registration Statement will be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement contained in this Registration Statement or any other
     subsequently cited document which also is or is deemed to be incorporated
     by reference into this Registration Statement modifies or supersedes that
     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

          Section 145 of the Delaware General Corporation Law (the "DGCL")
     provides generally and in pertinent part that a Delaware corporation may
     indemnify its directors, officers, employees and agents against expenses
     (including attorneys' fees), judgments, fines and settlements actually and
     reasonably incurred by them in connection with any civil, criminal,
     administrative or investigative action, suit or proceeding (except actions
     by or in the right of the corporation), if they acted in good
<PAGE>
 
     faith and in a manner they reasonably believed to be in, or not opposed to,
     the best interests of the corporation, and, with respect to any criminal
     suit or proceeding, they had no reasonable cause to believe their conduct
     was unlawful.  Section 145 further provides that, in connection with the
     defense or settlement of any action by or in the right of the corporation,
     a Delaware corporation may indemnify its directors, officers, employees and
     agents against expenses actually and reasonably incurred by them if they
     acted in good faith and in a manner they reasonably believed to be in, or
     not opposed to, the best interests of the corporation, 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, absent a determination by a court that such indemnity is
     proper.  Section 145 further permits a Delaware corporation to grant its
     directors, officers, employees and agents additional rights of
     indemnification through bylaw provisions and otherwise.

          Section 145 further permits a Delaware corporation to purchase and
     maintain insurance on behalf of any persons who are or were directors,
     officers, employees or agents of the corporation, or are or were serving at
     the request of the corporation as directors, officers, employees or agents
     of another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against them and incurred by them
     in any such capacity, or arising out of their status as such, whether or
     not the corporation would have the power to indemnify them against such
     liability under the other provisions of Section 145.

          Section 102(b)(7) of the DGCL provides that a certificate of
     incorporation may contain a provision eliminating or limiting the personal
     liability of a director to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, provided that such
     provision shall not eliminate or limit the liability of a director (i) for
     any breach of the director's duty of loyalty to the corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) under Section
     174 of the DGCL (relating to liability for unauthorized acquisitions or
     redemptions of, or dividends on, capital stock) or (iv) for any transaction
     from which the director derived an improper personal benefit.

          The Restated Certificate of Incorporation, as amended, of the
     Registrant provides for the indemnification of the Registrant's directors,
     officers, employees and agents to the fullest extent provided by the DGCL.

          Article IX, Sections 1 and 2 of the Registrant's By-laws, as amended,
     provide as follows:

               "SECTION 1.  A director of the Corporation shall not be
          personally liable to the Corporation or its stockholders for monetary
          damages for breach of fiduciary duty as a director, except for
          liability (i) for any breach of the director's duty of loyalty to the
          Corporation or its stockholders, (ii) for acts or omissions not in
          good faith or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware General
          Corporation Law, or (iv) for any transaction from which the director
          derived an improper personal benefit.

               SECTION 2.  Each person who has or is made a party or is
          threatened to be made a party to or is involved in any action, suit or
          proceeding, whether civil, criminal, administrative or investigative
          (hereinafter a "proceeding"), by reason of the

                                     - 2 -
<PAGE>
 
          fact that he or she, or a person of whom he or she is the legal
          representative, 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 or of
          a partnership, joint venture, trust or other enterprise, including
          service with respect to employee benefit plans, whether the basis of
          such proceeding is alleged action or inaction in an official capacity
          as a director, officer, employee or agent or in any other capacity
          while serving as a director, officer, employee or agent, shall be
          indemnified and held harmless by the Corporation to the fullest extent
          permitted by the Delaware General Corporation Law, as the same exists
          or may hereafter be amended (but, in the case of any such amendment,
          only to the extent that such amendment permits the Corporation to
          provide broader indemnification rights than said law permitted the
          Corporation to provide prior to such amendment), against all expense,
          liability and loss (including attorneys' fees, judgments, fines, ERISA
          excise taxes or penalties and amounts paid or to be paid in
          settlement) reasonably incurred or suffered by such person in
          connection therewith and such indemnification shall continue as to a
          person who has ceased to be a director, officer, employee or agent and
          shall inure to the benefit of his or her heirs, executors and
          administrators; provided, however, that, except as provided in this
          Section 2, the Corporation shall indemnify any such person seeking
          indemnification in connection with a proceeding (or part thereof)
          initiated by such person only if such proceeding (or part thereof) was
          authorized by the Board of Directors of the Corporation.  The right to
          indemnification conferred in this Section 2 shall be a contract right
          and shall include the right to be paid by the Corporation the expenses
          incurred in defending any such proceeding in advance of its final
          disposition as authorized by the Board of Directors; provided,
          however, that if the Delaware General Corporation Law so requires, the
          payment of such expenses incurred by a director, officer, employee or
          agent of the Corporation in his or her capacity as such in advance of
          the final disposition of a proceeding shall be made only upon delivery
          to the Corporation of an undertaking, by or on behalf of such
          director, officer, employee or agent of the Corporation, to repay all
          amounts so advanced if it shall ultimately be determined that such
          director, officer, employee or agent of the Corporation is not
          entitled to be indemnified under this Section 2 or otherwise."

          The Registrant has entered into identical indemnification agreements
     with certain of its directors, officers and consultants which generally put
     into effect Sections 1 and 2 of its By-laws.

          In addition, the Registrant's By-laws provide that the Registrant has
     the power to purchase liability insurance policies covering its directors,
     officers, employees and agents, whether or not the Registrant would have
     the power to indemnify such person under the DGCL.  The Registrant
     currently maintains such insurance.

     Item 7.  Exemption from Registration Claimed

          Not applicable.

                                     - 3 -
<PAGE>
 
     Item 8.  Exhibits

     Exhibit 4.1   Restated Certificate of Incorporation, as amended(1)
     Exhibit 4.2   By-laws of Cytogen Corporation, as amended(1)
     Exhibit 4.3   Specimen of Common Stock Certificate(2)
     Exhibit 5.1   Legal Opinion of Dechert Price & Rhoads
     Exhibit 23.1  Consent of Arthur Andersen LLP
     Exhibit 23.2  Consent of Dechert Price & Rhoads
     Exhibit 24.1  Power of Attorney
     _____________
     (1) Filed as an exhibit to Form S-4 Registration Statement (No. 33-88612)
         and incorporated herein by reference.
     (2) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration
         Statement (No. 33-5533) and incorporated herein by reference.

     Item 9.  Undertakings

     1.  The undersigned Registrant hereby undertakes:

       a. 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 of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of this 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
       this Registration Statement.  Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high and of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than 20 percent change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective Registration Statement;

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

          Provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply
     if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and
     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 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in this
     Registration Statement.

                                     - 4 -
<PAGE>
 
       b. That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

       c. 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 of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in this
     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 of 1933 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 of 1933 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 proceedings) 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 of 1933 and will
     be governed by the final adjudication of such issue.

                                     - 5 -
<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 the Township of Princeton, and the State of
     New Jersey, on this 22nd day of January, 1996.

                              CYTOGEN CORPORATION



                              By:/s/ Thomas J. McKearn
                                 -----------------------------------
                                Thomas J. McKearn
                                President and Chief Executive
                                Officer

                                     - 6 -
<PAGE>
 
                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
     below constitutes and appoints Thomas J. McKearn and T. Jerome Madison or
     either of them, his attorney-in-fact, each with the power of substitution,
     for him in any and all capacities, to sign any amendments to this
     Registration Statement, and to file the same, with exhibits thereto and
     other documents in connection therewith, with the Securities and Exchange
     Commission, hereby ratifying and confirming all that either of said
     attorneys-in-fact, or his substitute or substitutes, may do or cause to be
     done by virtue hereof.

       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/ William C. Mills III     Chairman of the Board of Directors   January 22, 1996  
--------------------------
 William C. Mills III     

/s/ Thomas J. McKearn        President, Chief Executive Officer   January 22, 1996  
--------------------------   and Director (Principal Executive
 Thomas J. McKearn           Officer)
 
 
/s/ T. Jerome Madison        Vice President, Chief Financial      January 22, 1996   
---------------------------  Officer, Secretary and Director
 T. Jerome Madison           (Principal Financial and
                             Accounting Officer)
 
 
/s/ Robert F. Hendrickson    Director                             January 22, 1996   
---------------------------
 Robert F. Hendrickson 
 
/s/ Donald E. O'Neill        Director                             January 22, 1996   
---------------------------
 Donald E. O'Neill 
 
/s/ Charles E. Austin        Director                             January 22, 1996   
---------------------------
 Charles E. Austin 
 
---------------------------  Director                             January 22, 1996
Bruce R. Ross

/s/ Ronald J. Brenner        Director                             January 22, 1996   
---------------------------
 Ronald J. Brenner 
 
/s/ John E. Bagalay          Director                             January 22, 1996   
---------------------------
 John E. Bagalay 
</TABLE>

                                     - 7 -
<PAGE>
 
<TABLE> 
<CAPTION> 
                                 EXHIBIT INDEX
                                 -------------
<S>           <C>                                      <C> 
Exhibit 5.1   Legal Opinion of Dechert Price & Rhoads  Page
              
Exhibit 23.1  Consent of Arthur Andersen LLP           Page
              
Exhibit 23.2  Consent of Dechert Price & Rhoads        (Included in Exhibit 5.1)
              
Exhibit 24.1  Power of Attorney                        (See Page 7)
</TABLE>


                                     - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23841}]
{"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": "S-8", "act": "33", "file-number": "333-00431", "film-number": "96507072"}, "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"}}
As filed with the Securities and Exchange Commission on January 25, 1996
                                                        Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              CYTOGEN CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                       22-2322400
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                    Identification Number) 

        600 College Road East, CN 5308, Princeton, New Jersey 08540-5308
                    (Address of principal executive offices)
                               -----------------

                                 CELLCOR, INC.
                            1988 STOCK OPTION PLAN
                  1992 STOCK OPTION AND RESTRICTED STOCK PLAN
                           1992 DIRECTOR STOCK PLAN
                           1995 STOCK INCENTIVE PLAN
                          (Full titles of the Plans)
                               -----------------

                             Mr. T. Jerome Madison
             Vice President, Chief Financial Officer and Secretary
                              Cytogen Corporation
  600 College Road East, CN 5308, Princeton, New Jersey 08540-5308, Telephone:
                                 (609) 987-8200
                    (Name and address of agent for service)

                                 (609) 987-8200
         (Telephone number, including area code, of agent for service)
                               -----------------
                                    Copy to:
                             James J. Marino, Esq.
                             Dechert Price & Rhoads
                           997 Lenox Drive, Suite 210
                        Lawrenceville, New Jersey 08648
                                 (609) 520-3200
                               -----------------
CALCULATION OF REGISTRATION FEE
========================================================================================================
                               Amount        Proposed             Proposed Maximum     
         Title of               to be     Maximum Offering        Aggregate Offering     Amount of     
Securities to be Registered  Registered   Price Per Share (1)         Price (1)        Registration Fee              
--------------------------------------------------------------------------------------------------------
Common Stock        606,952 shares       $6.16                 $3,738,824           $1,290 
========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with paragraph (h) of Rule 457 of the Securities Act of 1933, as
    amended, on the basis of the average of the high and low prices of the
    Common Stock reported on the Nasdaq National Market on January 19, 1996.

                           -------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference

               The following documents filed with the Securities and Exchange
     Commission (the "Commission") are incorporated herein by reference:

               (a) The latest Annual Report on Form 10-K of Cytogen Corporation
     (the "Company"), which at the date of this Registration Statement on Form
     S-8 (this "Registration Statement") is its Annual Report on Form 10-K for
     the fiscal year ended December 31, 1994.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities and Exchange Act of 1934 (the "Exchange Act") since the end
     of the fiscal year covered by the Company's latest Annual Report on Form
     10-K.

               (c) The description of the Common Stock, par value $.01 per
     share, of the Company (the "Common Stock") contained in the Company's
     Registration Statement on Form 8-A declared effective on March 9, 1992,
     together with all reports and other documents filed with the Commission for
     the purpose of updating or otherwise amending that description after the
     date of this Registration Statement.

               All documents filed by the Company after the date of this
     Registration Statement 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 a 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 into this Registration Statement will be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement contained in this Registration Statement or any other
     subsequently cited document which also is or is deemed to be incorporated
     by reference into this Registration Statement modifies or supersedes that
     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

          Section 145 of the Delaware General Corporation Law (the "DGCL")
     provides generally and in pertinent part that a Delaware corporation may
     indemnify its directors, officers, employees and agents against expenses
     (including attorneys' fees), judgments, fines and settlements actually and
     reasonably incurred by them in connection with any civil, criminal,
     administrative or investigative action, suit or proceeding (except actions
     by or in the right of the corporation), if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to,
     the best interests of the corporation, and, with respect to any criminal
     suit or proceeding, they had no reasonable cause to believe their conduct
     was unlawful.  Section 145 further provides that, in connection with the
     defense or settlement of any action by or in the right of the corporation,
     a Delaware corporation may indemnify its directors, officers, employees and
     agents against expenses actually and reasonably incurred by them if they
     acted in good faith and in a manner they reasonably believed to be in, or
     not opposed to, the best interests of the corporation, 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, absent a determination by a court that such indemnity is
     proper.  Section 145 further permits a Delaware corporation to grant its
     directors, officers, employees and agents additional rights of
     indemnification through bylaw provisions and otherwise.

          Section 145 further permits a Delaware corporation to purchase and
     maintain insurance on behalf of any persons who are or were directors,
     officers, employees or agents of the corporation, or are or were serving at
     the request of the corporation as directors, officers, employees or agents
     of another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against them and incurred by them
     in any such capacity, or arising out of their status as such, whether or
     not the corporation would have the power to indemnify them against such
     liability under the other provisions of Section 145.

          Section 102(b)(7) of the DGCL provides that a certificate of
     incorporation may contain a provision eliminating or limiting the personal
     liability of a director to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, provided that such
     provision shall not eliminate or limit the liability of a director (i) for
     any breach of the director's duty of loyalty to the corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law, (iii) under Section
     174 of the DGCL (relating to liability for unauthorized acquisitions or
     redemptions of, or dividends on, capital stock) or (iv) for any transaction
     from which the director derived an improper personal benefit.

          The Restated Certificate of Incorporation, as amended, of the
     Registrant provides for the indemnification of the Registrant's directors,
     officers, employees and agents to the fullest extent provided by the DGCL.

          Article IX, Sections 1 and 2 of the Registrant's By-laws, as amended,
     provide as follows:

               "SECTION 1.  A director of the Corporation shall not be
          personally liable to the Corporation or its stockholders for monetary
          damages for breach of fiduciary duty as a director, except for
          liability (i) for any breach of the director's duty of loyalty to the
          Corporation or its stockholders, (ii) for acts or omissions not in
          good faith or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware General
          Corporation Law, or (iv) for any transaction from which the director
          derived an improper personal benefit.

               SECTION 2.  Each person who has or is made a party or is
          threatened to be made a party to or is involved in any action, suit or
          proceeding, whether civil, criminal, administrative or investigative
          (hereinafter a "proceeding"), by reason of the

                                     - 2 -
fact that he or she, or a person of whom he or she is the legal
          representative, 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 or of
          a partnership, joint venture, trust or other enterprise, including
          service with respect to employee benefit plans, whether the basis of
          such proceeding is alleged action or inaction in an official capacity
          as a director, officer, employee or agent or in any other capacity
          while serving as a director, officer, employee or agent, shall be
          indemnified and held harmless by the Corporation to the fullest extent
          permitted by the Delaware General Corporation Law, as the same exists
          or may hereafter be amended (but, in the case of any such amendment,
          only to the extent that such amendment permits the Corporation to
          provide broader indemnification rights than said law permitted the
          Corporation to provide prior to such amendment), against all expense,
          liability and loss (including attorneys' fees, judgments, fines, ERISA
          excise taxes or penalties and amounts paid or to be paid in
          settlement) reasonably incurred or suffered by such person in
          connection therewith and such indemnification shall continue as to a
          person who has ceased to be a director, officer, employee or agent and
          shall inure to the benefit of his or her heirs, executors and
          administrators; provided, however, that, except as provided in this
          Section 2, the Corporation shall indemnify any such person seeking
          indemnification in connection with a proceeding (or part thereof)
          initiated by such person only if such proceeding (or part thereof) was
          authorized by the Board of Directors of the Corporation.  The right to
          indemnification conferred in this Section 2 shall be a contract right
          and shall include the right to be paid by the Corporation the expenses
          incurred in defending any such proceeding in advance of its final
          disposition as authorized by the Board of Directors; provided,
          however, that if the Delaware General Corporation Law so requires, the
          payment of such expenses incurred by a director, officer, employee or
          agent of the Corporation in his or her capacity as such in advance of
          the final disposition of a proceeding shall be made only upon delivery
          to the Corporation of an undertaking, by or on behalf of such
          director, officer, employee or agent of the Corporation, to repay all
          amounts so advanced if it shall ultimately be determined that such
          director, officer, employee or agent of the Corporation is not
          entitled to be indemnified under this Section 2 or otherwise."

          The Registrant has entered into identical indemnification agreements
     with certain of its directors, officers and consultants which generally put
     into effect Sections 1 and 2 of its By-laws.

          In addition, the Registrant's By-laws provide that the Registrant has
     the power to purchase liability insurance policies covering its directors,
     officers, employees and agents, whether or not the Registrant would have
     the power to indemnify such person under the DGCL.  The Registrant
     currently maintains such insurance.

     Item 7.  Exemption from Registration Claimed

          Not applicable.

                                     - 3 -
Item 8.  Exhibits

     Exhibit 4.1   Restated Certificate of Incorporation, as amended(1)
     Exhibit 4.2   By-laws of Cytogen Corporation, as amended(1)
     Exhibit 4.3   Specimen of Common Stock Certificate(2)
     Exhibit 5.1   Legal Opinion of Dechert Price & Rhoads
     Exhibit 23.1  Consent of Arthur Andersen LLP
     Exhibit 23.2  Consent of Dechert Price & Rhoads
     Exhibit 24.1  Power of Attorney
     _____________
     (1) Filed as an exhibit to Form S-4 Registration Statement (No. 33-88612)
         and incorporated herein by reference.
     (2) Filed as an exhibit to Amendment No. 1 to Form S-1 Registration
         Statement (No. 33-5533) and incorporated herein by reference.

     Item 9.  Undertakings

     1.  The undersigned Registrant hereby undertakes:

       a. 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 of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of this 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
       this Registration Statement.  Notwithstanding the foregoing, any increase
       or decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high and of the estimated maximum offering
       range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than 20 percent change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective Registration Statement;

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

          Provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply
     if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and
     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 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in this
     Registration Statement.

                                     - 4 -
b. That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

       c. 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 of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in this
     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 of 1933 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 of 1933 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 proceedings) 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 of 1933 and will
     be governed by the final adjudication of such issue.

                                     - 5 -
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 the Township of Princeton, and the State of
     New Jersey, on this 22nd day of January, 1996.

                              CYTOGEN CORPORATION

                              By:/s/ Thomas J. McKearn
                                 -----------------------------------
                                Thomas J. McKearn
                                President and Chief Executive
                                Officer

                                     - 6 -
POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
     below constitutes and appoints Thomas J. McKearn and T. Jerome Madison or
     either of them, his attorney-in-fact, each with the power of substitution,
     for him in any and all capacities, to sign any amendments to this
     Registration Statement, and to file the same, with exhibits thereto and
     other documents in connection therewith, with the Securities and Exchange
     Commission, hereby ratifying and confirming all that either of said
     attorneys-in-fact, or his substitute or substitutes, may do or cause to be
     done by virtue hereof.

       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/ William C. Mills III     Chairman of the Board of Directors   January 22, 1996  
--------------------------
 William C. Mills III     

/s/ Thomas J. McKearn        President, Chief Executive Officer   January 22, 1996  
--------------------------   and Director (Principal Executive
 Thomas J. McKearn           Officer)
 
 
/s/ T. Jerome Madison        Vice President, Chief Financial      January 22, 1996   
---------------------------  Officer, Secretary and Director
 T. Jerome Madison           (Principal Financial and
                             Accounting Officer)
 
 
/s/ Robert F. Hendrickson    Director                             January 22, 1996   
---------------------------
 Robert F. Hendrickson 
 
/s/ Donald E. O'Neill        Director                             January 22, 1996   
---------------------------
 Donald E. O'Neill 
 
/s/ Charles E. Austin        Director                             January 22, 1996   
---------------------------
 Charles E. Austin 
 
---------------------------  Director                             January 22, 1996
Bruce R. Ross

/s/ Ronald J. Brenner        Director                             January 22, 1996   
---------------------------
 Ronald J. Brenner 
 
/s/ John E. Bagalay          Director                             January 22, 1996   
---------------------------
 John E. Bagalay
- 7 -
EXHIBIT INDEX
                                 -------------
Exhibit 5.1   Legal Opinion of Dechert Price & Rhoads  Page
              
Exhibit 23.1  Consent of Arthur Andersen LLP           Page
              
Exhibit 23.2  Consent of Dechert Price & Rhoads        (Included in Exhibit 5.1)
              
Exhibit 24.1  Power of Attorney                        (See Page 7)
- 8 -