CERTIFICATE OF AMENDMENT
                                       TO
                    THE RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               CYTOGEN CORPORATION


     CYTOGEN  CORPORATION,  a corporation  organized  and existing  under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"), DOES HEREBY CERTIFY as follows:

     FIRST: That the Board of Directors of the Corporation adopted the following
resolutions  on May 5, 2005 with respect to the  amendment  and  restatement  of
Paragraph  A of  Article  Fifth of the  Corporation's  Restated  Certificate  of
Incorporation, as amended (the "Charter Amendment"):

     NOW,  THEREFORE,  BE IT RESOLVED,  that Paragraph A of Article Fifth of the
Restated Certificate of Incorporation, as amended, be amended in its entirety to
read as follows:

     "FIFTH:  A. Total Capital Stock.  The total number of shares of all classes
of  capital  stock  which  the  Corporation  shall  have  authority  to issue is
FIFTY-FIVE  MILLION FOUR HUNDRED THOUSAND  (55,400,000)  shares,  of which FIFTY
MILLION  (50,000,000)  shall be shares of Common Stock, $.01 par value per share
(the "Common Stock");  and FIVE MILLION FOUR HUNDRED THOUSAND (5,400,000) shares
shall be Preferred Stock, $.01 par value per share ("Preferred Stock")."

     SECOND:  That  said  Charter  Amendment  was duly  adopted  by the Board of
Directors and by the  stockholders  of the  Corporation  in accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its duly elected President on this 15th day of June, 2005.

                                        CYTOGEN CORPORATION



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