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):   November  8,  2002
                                                              -----------------

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

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



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


Registrant's telephone number, including area code:  (410) 290-5390
                                                     --------------

- --------------------------------------------------------------------------------
          (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. 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: November 11, 2002 By: /s/ Anthony P. Deasey --------------------------------------- Anthony P. Deasey Executive Vice President - Finance and Administration and Chief Financial Officer 3

EXHIBIT INDEX ------------- Exhibit Description 99.1 Press Release dated November 11, 2002. 4

                               Celsion Corporation
                10220-I Old Columbia Road, Columbia MD 21046-1705
                         T 410.290-5390 F 410.290.5394




For Further Information Contact:

Tony Deasey            Ira Weingarten/Steve Chizzik   Frank Benadetto
Celsion Corporation    Equity Communications          Mirador Consulting
410.290.5390           888.530.7051                   877.647.2367 (Mirador)
tony@celsion.com       equity@Silcom.com              fb@miradorconsulting.com
                                                      ------------------------

       CELSION SHAREHOLDERS APPROVE INCREASE IN COMMON SHARE AUTHORIZATION

Columbia, MD - November 11, 2002: CELSION CORPORATION (AMEX:CLN) today announced
that at a Special  Meeting held on Friday,  November 8, 2002,  its  stockholders
approved a charter  amendment  increasing the number of its authorized shares of
common stock from 150 to 200 million.

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.

                                     # # #