SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 8-K
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                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date  of  report   (Date  of  earliest   event   reported):   November  8,  2002
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                               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 November 11, the Company issued a press release  reporting that, at a Special
Meeting held on November 8, 2002, its stockholders  approved an amendment to the
Company's  charter  increasing  the number of authorized  shares of common stock
from 150  million to 200  million.  A copy of the press  release is  attached as
Exhibit 99.1 to this Report on Form 8-K.



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                                   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:  November 11, 2002             By: /s/ Anthony P. Deasey
                                        ---------------------------------------
                                             Anthony P. Deasey
                                             Executive Vice President - Finance
                                               and Administration and
                                               Chief Financial Officer


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                                  EXHIBIT INDEX
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Exhibit           Description

99.1              Press Release dated November 11, 2002.









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