8-K

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

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

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported): June 3, 2002
                                                         ----------------------

                             Celsion Corporation
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              (Exact Name of Registrant as Specified in Charter)

           Delaware                   000-14242               52-1256615
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 (State or Other Jurisdiction        (Commission            (IRS Employer
      of Incorporation)              File Number)        Identification No.)



10220-I Old Columbia Road, Columbia, Maryland                        21046-1705
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(Address of principal executive office)                              (Zip Code)


Registrant's telephone number, including area code:  (410) 290-5390
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        (Former Name or Former Address, if Changed Since Last Report)






ITEM 5.  OTHER EVENTS

         On June 3, 2002, Celsion Corporation (the "Company") completed a
private placement (the "Offering") of 2,000 units ("Units") at a price per
Unit of $1,000. The Units consist of one share of the Company's 8% Series B
Convertible Preferred Stock, par value $0.01, and a warrant to acquire 600
shares of Celsion Common Stock exercisable at a price of $0.65 per share. Each
share of Series B Preferred Stock may be converted into 2,000 shares of
Celsion Common Stock commencing 90 days after the closing of the Offering. The
Company received gross proceeds of $2,000,000 in connection with the Offering.
Proceeds are expected to be used to complete pivotal Phase II clinical trials
and commercialize the Company's investigational breast cancer treatment
system.

On June 3, 2002, the Company issued a press release regarding the closing of
the Offering. A copy of that press release is attached as Exhibit 99.1 to this
Report on Form 8-K.


                                     -2-





                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                              CELSION CORPORATION



Date: June 3, 2002            By:   /s/ Anthony P. Deasey
                                    ------------------------------------------
                                    Executive Vice President-Finance and
                                    Administration and Chief Financial Officer

                                     -3-




                                EXHIBIT INDEX



Exhibit           Description
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99.1              Registrant's Press Release dated June 3, 2002

EX-99.1

NEWS RELEASE                                                      [CELSION LOGO]
================================================================================

For Further Information Contact:

Tony Deasey                                         Ira Weingarten/Steve Chizzik
Celsion Corporation                                 Equity Communications
410.290.5390                                        888.530.7051
tony@celsion.com                                    equity@Silcom.com

                       CELSION COMPLETES PRIVATE PLACEMENT

COLUMBIA, MD - JUNE 03, 2002: CELSION CORPORATION (AMEX: CLN) announced today
that it has completed a private placement of 2,000 units at a price per Unit of
$1,000. The Units consist of one share of its 8% Series B Convertible Preferred
Stock, par value $0.01, and a warrant to acquire 600 shares of Celsion Common
Stock exercisable at a price of $0.65 per share. Each share of Series B
Preferred Stock may be converted into 2,000 Shares of Celsion Common Stock
commencing 90 days after the closing of the private placement. The Company
received gross proceeds of $2,000,000 in connection with the placement. Proceeds
are expected to be used to complete pivotal Phase II clinical trials and
commercialize the Company's investigational breast cancer treatment system.

The units were offered and sold only to accredited investors and were not
registered under the Securities Act of 1933. The Series B Preferred Stock and
warrants that comprise the units may not be offered or sold in the United States
absent registration under, or an applicable exemption from, the registration
requirements of the Securities Act.

ABOUT CELSION: Celsion Corporation, based in Columbia, Maryland, is a research
and development company dedicated to commercializing medical treatment systems
for cancer and other diseases using focused heat technology delivered by
patented microwave technology. Celsion has research, license or
commercialization agreements with leading institutions such as Duke University
Medical Center, Massachusetts Institute of Technology, Harbor UCLA Medical
Center, the Center for Breast Surgery at Columbia Hospital in Florida,
Montefiore Medical Center, Memorial Sloan Kettering Cancer Center in New York,
Roswell Park Cancer Institute in Buffalo, New York, and Duke University. For
more information on Celsion, visit our website: http//www.celsion.com.

Forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including, without limitation, unforeseen changes in the course of
research and development activities and in clinical trials; possible changes in
cost and timing of development and testing, capital structure, and other
financial items; changes in approaches to medical treatment; introduction of new
products by others; possible acquisitions of other technologies, assets or
businesses; possible actions by customers, suppliers, competitors, regulatory
authorities; and other risks detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission.

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