================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

                 |X| QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

             |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-19635

                               GENTA INCORPORATED
   (Exact name of Registrant as specified in its certificate of incorporation)

                Delaware                                        33-0326866
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                      Identification Number)

           Two Connell Drive
          Berkeley Heights, NJ                                    07922
(Address of principal executive offices)                        (Zip Code)

                                 (908) 286-9800
              (Registrant's telephone number, including area code)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes |_|                No |X|

   As of July 31, 2003, the registrant had 74,954,128 shares of common stock
                                  outstanding.

================================================================================
<PAGE>

                               Genta Incorporated
                               INDEX TO FORM 10-Q

PART I.    FINANCIAL INFORMATION                                            Page
                                                                            ----
Item 1.    Financial Statements:

               Condensed Consolidated Balance Sheets at June 30, 2003
                  and December 31, 2002                                      3
               Condensed Consolidated Statements of Operations for the
                  Three and Six Months Ended June 30, 2003 and 2002          4

               Condensed Consolidated Statements of Cash Flows for the
                  Six Months Ended June 30, 2003 and 2002                    5
               Notes to Condensed Consolidated Financial Statements          6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         13

Item 3.    Quantitative and Qualitative Disclosures about Market Risk        17

Item 4.    Controls and Procedures                                           18

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 19

Item 4.    Submission of Matters to a Vote of Security Holders
19

Item 6.    Exhibits and Reports on Form 8-K                                  20

SIGNATURES                                                                   21

CERTIFICATIONS                                                               22


                                       2
<PAGE>

                               Genta Incorporated
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            June 30,    December 31,
(In thousands, except par value data)                                        2003           2002
                                                                           ---------    -----------
                                                                          (Unaudited)
<S>                                                                        <C>           <C>
                             ASSETS

Current assets:
   Cash and cash equivalents ..........................................    $  38,915     $  32,700
   Short-term investments (Note 2) ....................................       58,274        81,016
   Accounts receivable (Note 3) .......................................       19,585        14,574
   Notes receivable ...................................................          275           200
   Other current assets ...............................................        2,123         1,458
                                                                           ---------     ---------
Total current assets ..................................................      119,172       129,948

Property and equipment, net ...........................................        3,565         3,256
Notes receivable ......................................................        1,465            --
Intangibles, net ......................................................        1,151         1,440
Other assets ..........................................................        1,716         1,775
                                                                           ---------     ---------

Total assets ..........................................................    $ 127,069     $ 136,419
                                                                           =========     =========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable ...................................................    $   5,093     $  27,683
   Note payable .......................................................           --           490
   Accrued expenses ...................................................        7,372         4,740
   Deferred revenues, current portion .................................        5,237         5,237
   Other current liabilities ..........................................          212           212
                                                                           ---------     ---------

Total current liabilities .............................................       17,914        38,362

   Deferred revenues (Note 5) .........................................       38,736        41,354
   Convertible debt (Note 6) ..........................................       10,000        10,000
   Line of credit (Note 7) ............................................       25,000            --
                                                                           ---------     ---------

Total liabilities .....................................................       91,650        89,716
                                                                           ---------     ---------

   Commitments and contingencies

Stockholders' equity:
   Preferred stock, Series A convertible preferred stock, $.001
     par value; 5,000 shares authorized, 261 shares issued and
     outstanding at June 30, 2003 and December 31, 2002,
     respectively; liquidation value of $13,025 .......................           --            --
   Common stock, $.001 par value; 120,000 shares authorized,
      74,853 and 74,168 shares issued and 74,409 and 73,775 outstanding
      at June 30, 2003 and December 31, 2002, respectively ............           75            74
   Additional paid-in capital .........................................      324,792       322,997
   Accumulated deficit ................................................     (286,211)     (273,190)
   Deferred compensation ..............................................         (409)         (697)
   Accumulated other comprehensive (loss) income ......................          (19)           25
                                                                           ---------     ---------

Total stockholders' equity ............................................       38,228        49,209

   Cost of treasury stock: 444 and 393 shares at June 30, 2003
      and December 31, 2002, respectively .............................       (2,809)       (2,506)
                                                                           ---------     ---------

Total stockholders' equity ............................................       35,419        46,703
                                                                           ---------     ---------

Total liabilities and stockholders' equity ............................    $ 127,069     $ 136,419
                                                                           =========     =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                               Genta Incorporated
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended June 30,  Six Months Ended June 30,
(In thousands, except per share data)                   2003         2002           2003         2002
                                                      --------     --------       --------     --------
<S>                                                   <C>          <C>            <C>          <C>
Revenues:
   License fees and royalties (Note 5) ...........    $    276     $    214       $    542     $    219
   Development funding (Note 5) ..................       1,044          696          2,087          696
                                                      --------     --------       --------     --------
                                                         1,320          910          2,629          915

Costs and expenses:
   Research and development (Note 4) .............      (1,322)       9,693          4,978       19,530
   General and administrative (Note 4) ...........       6,131        8,247         10,911       11,049
   Compensation expense related to stock options .         144          238            288          477
                                                      --------     --------       --------     --------
                                                         4,953       18,178         16,177       31,056
                                                      --------     --------       --------     --------
Loss from operations .............................      (3,633)     (17,268)       (13,548)     (30,141)

Other income (expense):
   Other income, principally net interest income .         435          299            887          545
    Interest expense .............................        (220)        (100)          (360)        (100)
                                                      --------     --------       --------     --------
                                                           215          199            527          445
                                                      --------     --------       --------     --------

Net loss applicable to common shares .............    $ (3,418)    $(17,069)      $(13,021)    $(29,696)
                                                      ========     ========       ========     ========

Net loss per common share ........................    $  (0.05)    $  (0.25)      $  (0.18)    $  (0.44)
                                                      ========     ========       ========     ========

Shares used in computing net loss per common share      74,442       69,184         74,338       67,862
                                                      ========     ========       ========     ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                               Genta Incorporated
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Six Months Ended June 30,
(In thousands)                                                            2003          2002
                                                                       ---------     ---------
<S>                                                                    <C>           <C>
Operating activities
Net loss ..........................................................    $ (13,021)    $ (29,696)
Items reflected in net loss not requiring cash:
   Depreciation and amortization ..................................        1,040           768
   Loss on disposition of patents and equipment ...................           --            10
   Compensation expense related to stock options ..................          288           477
Changes in operating assets and liabilities:
   Accounts and notes receivable (Note 3) .........................       (6,551)       (7,126)
   Prepaids and other assets ......................................         (606)       (5,579)
   Accounts payable, accrued expenses and other current liabilities      (23,066)       48,985
                                                                       ---------     ---------

Net cash  (used in) provided by operating activities ..............      (41,916)        7,839
                                                                       ---------     ---------

Investing activities
  Purchase of available-for-sale short-term investments ...........      (38,000)           --
  Maturities and sales of available-for-sale short-term investments       60,698        15,566
  Purchase of property and equipment ..............................       (1,060)       (1,179)
                                                                       ---------     ---------

Net cash provided by investing activities .........................       21,638        14,387
                                                                       ---------     ---------

Financing activities
  Issuance of common stock from private placement, net ............           --        71,035
  Issuance of convertible debt ....................................           --        10,000
  Proceeds from line of credit (Note 7) ...........................       25,000            --
  Purchase of treasury stock (Note 8) .............................         (303)          (74)
  Proceeds from exercise of warrants and options ..................        1,796         1,758
                                                                       ---------     ---------

Net cash provided by financing activities .........................       26,493        82,719
                                                                       ---------     ---------

Increase in cash and cash equivalents .............................        6,215       104,945

Cash and cash equivalents at beginning of period ..................       32,700        38,098
                                                                       ---------     ---------

Cash and cash equivalents at end of period ........................    $  38,915     $ 143,043
                                                                       =========     =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                               Genta Incorporated
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2003
                                   (Unaudited)

(1) Basis of Presentation

      The unaudited condensed consolidated financial statements of Genta
Incorporated, a Delaware corporation ("Genta" or the "Company"), presented
herein have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with the instructions to Form 10-Q. Accordingly, they do not include all of the
information and note disclosures required to be presented for complete financial
statements. The accompanying financial statements reflect all adjustments
(consisting only of normal recurring accruals), which are, in the opinion of
management, necessary for a fair presentation of the results for the interim
periods presented.

      The unaudited condensed consolidated financial statements and related
disclosures have been prepared with the presumption that users of the interim
financial information have read or have access to the audited financial
statements for the preceding fiscal year. Accordingly, these financial
statements should be read in conjunction with the audited consolidated financial
statements and the related notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2002. Results for the
interim periods are not necessarily indicative of results for the full years.

      The Company has experienced significant quarterly fluctuations in
operating results and it expects that these fluctuations will continue.

      Revenue Recognition

      In April 2002, the Company entered into a development and
commercialization agreement (the "Collaborative Agreement") with Aventis
Pharmaceuticals Inc. ("Aventis"). Under the terms of the Collaborative
Agreement, the Company and Aventis will jointly develop and commercialize
Genasense(TM) in the U.S. ("the Alliance"), and Aventis will have exclusive
development and marketing rights to Genasense(TM) in all countries outside of
the U.S. Under the Collaborative Agreement, Aventis will pay 75% of U.S. New
Drug Application ("NDA")-directed development costs incurred by either Genta or
Aventis, subsequent to the execution of the Collaborative Agreement, and 100% of
all other development, marketing, and sales costs incurred within the U.S. and
elsewhere. Reimbursements are to be made pursuant to a single net payment from
one party to the other. Such payments are due and payable 60 days following the
end of the quarter in which such expenses are incurred.

      Initial and future funding of ongoing development received from Aventis
after the achievement of certain research and development milestones (Notes 4
and 5) are being recognized over the estimated useful life of the
first-to-expire related patent of 115 months.

      Research and Development

      Research and development costs are expensed as incurred, including raw
material costs required to manufacture products for clinical trials.
Reimbursements for applicable Genasense(TM)-related costs, under the
Collaborative Agreement (Note 4), have been recorded as a reduction to expenses
in the condensed consolidated statements of operations.

      Intangible Assets

      Intangible assets, consisting primarily of licensed technology and
capitalized patent costs, are amortized using the straight-line method over
their estimated useful lives of five years. The Company's policy is to evaluate
the appropriateness of the carrying values of the unamortized balances of
intangible assets on the basis of estimated future cash flows (undiscounted) and
other factors. If such evaluation were to indicate an impairment of these
assets, such impairment would be recognized by a write-down of the applicable
assets. The Company evaluates the continuing value of patents and patent
applications in each financial reporting period. Through this evaluation, the
Company may elect to continue to maintain these patents, seek to out-license
them, or abandon them.


                                       6
<PAGE>

      Future amortization expense related to intangibles at June 30, 2003
follows ($ thousands):

                                                          Amortization
                                                            Expense
                                                          ------------
               2003..................................       $   288
               2004..................................           577
               2005..................................           286
               2006..................................            --
               2007..................................            --
               Thereafter............................            --
                                                            -------
                        Total........................       $ 1,151
                                                            =======

      Stock Options

      The Company accounts for stock-based compensation arrangements in
accordance with provisions of Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees" and complies with the disclosure
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation." Under APB Opinion No. 25,
compensation expense is based on the difference, if any, on the date of grant,
between the fair value of the Company's stock and the exercise price. The
Company accounts for stock options issued to non-employees in accordance with
the provisions of SFAS No. 123, and Emerging Issues Task Force Consensus on
Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services." The Company is amortizing deferred stock compensation using the
graded vesting method, in accordance with Financial Accounting Standards Board
Interpretation No. 28, over the vesting period of each respective option, which
is generally four years.

      In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - Amendment of FASB Statement No. 123," to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results.

      The following table illustrates the effect on net loss and loss per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
to stock-based employee compensation:

<TABLE>
<CAPTION>
($ thousands, except per share data)            Three Months Ended June 30,    Six Months Ended June 30,
                                                ---------------------------    -------------------------
                                                     2003         2002             2003         2002
                                                   --------     --------         --------     --------
<S>                                                <C>          <C>              <C>          <C>
Net loss applicable to common shares, as
   reported .................................      $ (3,418)    $(17,069)        $(13,021)    $(29,696)
Equity related employee compensation expense
   included in reported net income, net of
   related tax effects ......................           144          238              288          477
Total stock-based employee compensation
   expense determined under fair values based
   method for all awards, net of related tax
   effects ..................................        (1,907)      (1,909)          (3,455)      (3,576)
                                                   --------     --------         --------     --------
Pro forma net loss applicable to common
   shares ...................................      $ (5,181)    $(18,740)        $(16,188)    $(32,795)
                                                   ========     ========         ========     ========

Net loss per common share:
As reported: Basic and diluted ..............      $  (0.05)    $  (0.25)        $  (0.18)    $  (0.44)
Pro forma: Basic and diluted ................      $  (0.07)    $  (0.27)        $  (0.22)    $  (0.48)
</TABLE>


                                       7
<PAGE>

      Pro Forma Disclosure

      The fair value of options for the three months ended June 30, 2003 and
2002, has been estimated at the date of grant using the minimum value option
pricing model with the following assumptions:

                                                    Three Months Ended June 30,
                                                    ---------------------------
                                                      2003              2002
                                                     ------            ------
Risk-free interest rate ....................            2.5%              2.8%
Dividend yield .............................             --                --
Expected life (years) ......................            4.0               5.0
Volatility .................................           65.0%             65.0%

      All of the options issued during the three-month periods ended June 30,
2003 and 2002, were issued with an exercise price equal to market value on the
date of grant. The weighted-average estimated fair value of stock options
granted was $9.86 per share and $10.32 per share for the three-month periods
ended June 30, 2003 and 2002, respectively.

      Net Loss Per Common Share

      Basic and diluted loss per common share are identical for the three months
ended June 30, 2003 and 2002 as potentially dilutive securities, including
options, warrants and convertible preferred stock have been excluded in the
calculation of the net loss per common share due to their anti-dilutive effect.

      Recent Accounting Pronouncements

      In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Liabilities, Equity, or Both. This
limited scope statement prescribes changes to the classification of preferred
securities of subsidiary trusts and the accounting for forward purchase
contracts issued by a company in its own stock. SFAS No. 150 does not apply to
features that are embedded in a financial instrument that is not a derivative in
its entirety and requires all preferred securities of subsidiary trusts to be
classified as debt on the consolidated balance sheet and the related dividends
as interest expense. As the Company did not have any financial instruments
within the scope of SFAS No. 150, its adoption did not have any impact on the
Company's results of operations, financial position or cash flows.

      In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. In particular, SFAS No. 149 (1)
clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative discussed in paragraph 6(b) of SFAS No.
133, (2) clarifies when a derivative contains a financing component, (3) amends
the definition of an underlying to conform it to language used in FIN 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and (4) amends certain other
existing pronouncements. SFAS No. 149 is to be applied prospectively to
contracts entered into or modified after June 30, 2003, with certain exceptions,
and for hedging relationships designated after June 30, 2003. Management
believes that adopting this statement will not have a material impact on the
Company's results of operations, financial position or cash flows.

            In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. SFAS No. 143 requires that the
fair value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. The Company adopted SFAS No. 143
effective January 1, 2003. The adoption did not have any material impact on the
Company's results of operations, financial position or cash flows.


                                       8
<PAGE>

(2) Short-Term Investments

      The carrying amounts of short-term investments approximate fair value due
to the short-term nature of these instruments. The fair value of
available-for-sale marketable securities at June 30, 2003 is as follows ($
thousands):

Amortized costs .......................................                $ 58,293
Gross unrealized gains ................................                      32
Gross unrealized losses ...............................                     (51)
                                                                       --------
Estimated fair value ..................................                $ 58,274
                                                                       ========

      The estimated fair value of each marketable security has been compared to
its cost, and therefore, an unrealized loss of approximately $0.019 million has
been recognized in accumulated other comprehensive (loss) income at June 30,
2003.

(3) Accounts Receivable

      Included in accounts receivable and netted against operating expenses in
the condensed consolidated statement of operations for the three months ended
June 30, 2003, is $19.433 million in net expense reimbursements due from Aventis
for various third-party costs, internal costs of scientific and technical
personnel ("Full-time Equivalents" or "FTE's") and Genasense(TM) drug supply
costs. Information with respect to the cost reimbursement for the three months
ended June 30, 2003 is presented below ($ thousands):

Reimbursement to Genta:
  Third-party costs ...................................                $  8,822
  Drug supply costs ...................................                   9,192
  FTE's ...............................................                   1,793
                                                                       --------
  Amount due to Genta .................................                  19,807

Reimbursement to Aventis:
  FTE's ...............................................                    (374)
                                                                       --------
Net amount due to Genta ...............................                $ 19,433
                                                                       ========

(4) Collaborative Agreement

      In April 2002, the Company entered into a Collaborative Agreement with
Aventis. Under the terms of the Collaborative Agreement, the Alliance will
jointly develop and commercialize Genasense(TM) in the U.S., and Aventis will
have exclusive development and marketing rights to Genasense(TM) in all
countries outside of the U.S. Under the Collaborative Agreement, Aventis will
pay 75% of U.S. NDA-directed development costs incurred by either Genta or
Aventis, subsequent to the execution of the Collaborative Agreement, and 100% of
all other development, marketing, and sales costs incurred within the U.S. and
elsewhere. An analysis of expenses reimbursable under the Collaborative
Agreement (Note 1) follows:


                                       9
<PAGE>

<TABLE>
<CAPTION>
($ thousands)                               Three Months Ended June 30,    Six Months Ended June 30,
                                            ---------------------------    -------------------------
                                                2003           2002           2003           2002
                                              --------       --------       --------       --------
<S>                                           <C>            <C>            <C>            <C>
Research and development expenses, gross      $ 18,111       $ 16,442       $ 33,568       $ 26,279
Less net expense reimbursement .........       (19,433)        (6,749)       (28,590)        (6,749)
                                              --------       --------       --------       --------
Research and development expenses, net .      $ (1,322)      $  9,693       $  4,978       $ 19,530
                                              ========       ========       ========       ========

General and administrative, gross ......      $  6,131       $  8,670       $ 10,911       $ 11,472
Less expense reimbursement .............            --           (423)            --
                                                                                               (423)
                                              --------       --------       --------       --------
General and administrative, net ........      $  6,131       $  8,247       $ 10,911       $ 11,049
                                              ========       ========       ========       ========
</TABLE>

      As of June 30, 2003, the Company has received a total of $194.4 million in
initial and near-term funding, which included a $10.0 million licensing fee and
$40.0 million in development funding (Note 5), $10.0 million in convertible debt
proceeds (Note 6), $71.9 million pursuant to an at-market equity investment in
the Company's common stock, $37.5 million in paid expense reimbursements and
$25.0 million in line of credit proceeds (Note 7). A further $19.6 million in
accrued expense reimbursement is due for payment during the third quarter of
2003 (Note 3), which includes $0.1 million due from December 31, 2002. The
remaining amounts that could be received under the Collaborative Agreement,
$280.0 million in cash and $65.0 million in convertible note proceeds, are
contingent upon the achievement of certain research and development milestones.

(5) Deferred Revenues

      As of June 30, 2003, the Company had recorded $44.0 million in deferred
revenues relating to the initial $10.0 million licensing fee and $40.0 million
development funding received under the Collaborative Agreement (Note 4), of
which $5.2 million is included in current liabilities and $38.8 million is
classified as long-term deferred revenues, which are being recognized over the
estimated useful life of the first-to-expire related patent of 115 months. Any
subsequent milestone payments that may be received from Aventis will also be
recognized over the then, remaining estimated useful life of the first-to-expire
related patent. Separately, as of June 30, 2003, the Company had recorded $0.01
million in royalties.

(6) Convertible Debt

      At June 30, 2003, the Company had $10.0 million in convertible debt that
was issued in connection with the Collaborative Agreement (Note 4). The Company
received $10.0 million in debt proceeds from Aventis, and issued a $10.0 million
convertible promissory note to Aventis ("Aventis Note"). Interest accrues at the
rate of 5.63% per annum until April 26, 2009 (the "Maturity Date") and compounds
annually on each anniversary date of the Aventis Note through the Maturity Date.
The Company may redeem the Aventis Note for cash in whole or in part (together
with any accrued and unpaid interest with respect to such principal amount) in
amounts of not less than $0.5 million (and in $0.1 million increments
thereafter). In addition, the Company may convert the Aventis Note on or prior
to the Maturity Date in whole or in part (together with any accrued and unpaid
interest with respect to such principal amount) in amounts of not less than $5.0
million (and in $1.0 million increments thereafter), into fully paid and
non-assessable shares of common stock (calculated as to the nearest 1/1000 of a
share). As of any date, the number of shares of common stock into which the
Aventis Note may be converted shall be determined by a formula based on the then
market value of the common stock (the "Conversion Price"), subject to a minimum
Conversion Price of $8.00 per share.

(7) Aventis Line of Credit

      At June 30, 2003, the Company had $25.0 million outstanding on a line of
credit that was issued in connection with an amendment, dated March 14, 2003, to
the Collaborative Agreement (Note 4) that established a $40.0 million line of
credit related to the development, manufacturing and commercialization of
Genasense(TM) ("Aventis Credit Line"). The amendment provides Genta the
immediate availability of up to $40.0 million in cash. This revolving debt will
be considered an advance against both past and future costs and will be secured
by reimbursable development expenses from Aventis, as well as drug inventory. At
the time of Genasense(TM) NDA approval in the U.S., any outstanding balance will
be offset against the first milestone payment that is due to Genta from Aventis.
The terms of the Aventis Credit Line provide for a favorable interest rate,
which is set two days prior to the first day of each calendar quarter. The
Aventis Credit Line terminates upon the earlier of (1) the receipt of
Genasense(TM) NDA approval in the U.S., (2) notice given by either Genta or
Aventis of the termination of the Collaborative Agreement, (3) notice given by
Genta of the termination of the Aventis Credit Line, (4) various default
provisions or (5) December 31, 2004. Depending upon the circumstances, repayment
is due immediately or up to six months after the termination of the Aventis
Credit Line.


                                       10
<PAGE>

(8) Treasury Stock

      In June 2002 the Company commenced a stock repurchase program, whereby up
to 5.0 million shares of its common stock may be repurchased by the Company at
prices deemed desirable by the Company. As of June 30, 2003, the Company had
repurchased 444,200 shares of common stock in open-market transactions as
follows:

                                                    Shares         Average price
                                                  Repurchased        per share
                                                  -----------      -------------
At December 31, 2002 .......................        392,700           $6.3807
Six Months Ended June 30, 2003 .............         51,500            5.8927
                                                    -------           -------
                                                    444,200           $6.3242
                                                    =======           =======

(9) Comprehensive Loss

      An analysis of comprehensive loss is presented below:

<TABLE>
<CAPTION>
                                            Three Months                  Six Months
($ thousands)                              Ended June 30,               Ended June 30,
                                     -----------------------       -----------------------
                                       2003           2002           2003           2002
                                     --------       --------       --------       --------
<S>                                  <C>            <C>            <C>            <C>
Net loss ......................      $ (3,418)      $(17,069)      $(13,021)      $(29,696)
Change in market value on
  available-for-sale short-term
  investments .................           (28)           116            (44)            60
                                     --------       --------       --------       --------
Total comprehensive loss ......      $ (3,446)      $(16,953)      $(13,065)      $(29,636)
                                     ========       ========       ========       ========
</TABLE>

(10)  Supplemental Disclosure of Cash Flows Information and Non-cash Investing
      and Financing Activities

      No interest was paid for the six months ended June 30, 2003 and 2002.

(11)  Commitments and Contingencies

      Litigation and Potential Claims

      JBL

      The sale of JBL Scientific, Inc. ("JBL"), the Company's manufacturing
subsidiary, was completed on May 10, 1999. JBL was notified on October 1998 from
Region IX of the Environmental Protection Agency ("EPA") that it had been
identified as a potentially responsible party ("PRP") at the Casmalia Disposal
Site, which is located in Santa Barbara, California. JBL has been designated as
a de minimis PRP by the EPA. In December 2001, Genta received a revised
settlement proposal from the EPA in the amount of $0.033 million, the terms of
the settlement with the EPA containing standard contribution protection and
release language. In January 2002, the Company accepted the proposal and paid
the $0.033 million as an offer to settle this matter. There can be no assurance,
however, that the EPA will not reject our settlement offer if there is not a
sufficient number of PRPs settling with the EPA.


                                       11
<PAGE>

      Genta Europe

      During 1995, Genta Pharmaceuticals Europe S.A. ("Genta Europe"), a
wholly-owned subsidiary of Genta, received funding in the form of a loan from
ANVAR, a French government agency, of which the proceeds were intended to fund
research and development activities. In October 1996, in connection with a
restructuring of Genta's operations, Genta terminated all scientific personnel
of Genta Europe. In 1998, ANVAR asserted that Genta Europe was not in compliance
with the ANVAR Agreement, notified Genta Europe of its demand for accelerated
repayment of the loan and notified Genta that it was liable as a guarantor on
the note. Based on the advice of French counsel, Genta does not believe that
ANVAR is entitled to payment under the terms of the ANVAR Agreement and also
believes it to be unlikely that Genta will incur any liability in this matter,
although there can be no assurance thereof. At June 30, 2003, the Company has
accrued a net liability of $0.212 million related to this matter, which
management believes is adequate to provide for this contingency.

      University of Pennsylvania

      In October 2002, a licensing officer from the University of Pennsylvania
("UPenn") asserted a claim to a portion of the initial $40.0 million development
funding (Note 5) the Company received from Aventis pursuant to the Collaborative
Agreement. The Company has disputed this claim and has filed a petition for
binding arbitration for this matter, as provided in the original licensing
agreement between the Company and UPenn. The Company and UPenn are currently
discussing the possibility of entering into a settlement with respect to this
matter. Under the terms of the proposed settlement, in exchange for an agreement
by UPenn to forego any and all claims in the future to any portion of any
milestone and other payments (other than royalty payments) made to Genta
pursuant to the Collaborative Agreement, Genta would make the following payments
to UPenn: (i) $750,000 on October 1, 2003, (ii) $250,000 on February 2, 2004,
(iii) $1.5 million upon the first NDA or foreign equivalent approval of
Genasense(TM) (the "first Genasense(TM) approval"), and (iv) provided that the
first Genasense(TM) approval has been received by Genta, $750,000 on the earlier
of (a) the second NDA or foreign equivalent approval of Genasense(TM) or (b)
December 30, 2004. The proposed settlement, including the aforementioned
monetary terms, is still subject to the parties reaching agreement on certain
other matters, and no assurance can be given that the parties will reach any
such agreement and that the proposed settlement will be entered into on these
monetary terms, if at all.

      At the current time the Company cannot reasonably estimate the outcome of
this claim; however, the Company does not believe that this claim will have a
material adverse impact on the Company's financial results and liquidity. As of
June 30, 2003, the Company has not reserved any amount for royalty payments that
could be due to UPenn as a result of binding arbitration.

      Purchase Commitments

      Per an agreement entered into with Avecia Biotechnology, Inc. ("Avecia")
in December 2002 (the "Supply Agreement") the Company is obligated for up to
$27.5 million in drug substance purchases during 2003. Pursuant to the
Collaborative Agreement with Aventis (Note 4), the Company anticipates that it
will be reimbursed for at least 75% of these purchase commitments after the drug
is shipped to the clinical sites. No drug substance purchases were made in the
first half of 2003, primarily due to the significant amount of drug substance
purchased in the fourth quarter of 2002. In addition, the Company has committed
up to $5.0 million of advance financing to Avecia for facility expansion, which
would be recovered with interest through future payments determined as a
function of drug substance purchases to be made by the Company in the future. As
of July 15, 2003, the Company had paid $1.448 million in advance financing.


                                       12
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Certain Factors Affecting Forward-Looking Statements - Safe Harbor Statement

      The statements contained in this Quarterly Report on Form 10-Q that are
not historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the
expectations, beliefs, intentions or strategies regarding the future. The
Company intends that all forward-looking statements be subject to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect the Company's views as of the date they are
made with respect to future events and financial performance, but are subject to
many risks and uncertainties which could cause actual results to differ
materially from any future results expressed or implied by such forward-looking
statements. Forward-looking statements include, without limitation, statements
about:

      o     the Company's ability to develop, manufacture and sell its products;

      o     the potential efficacy of the Company's products;

      o     the commencement and completion of pre-clinical and clinical trials;

      o     the Company's ability to obtain necessary regulatory approvals;

      o     the Company's contractual collaborative arrangements;

      o     the adequacy of the Company's capital resources;

      o     the ability to obtain sufficient financing to maintain the Company's
            planned operations;

      o     the possibility and effect of patent infringement claims;

      o     the impact of competitive products and market conditions; and

      o     other risks described under Certain Risks and Uncertainties Related
            to the Company's Business in the Company's Annual Report on Form
            10-K for the year ended December 31, 2002.

      The Company does not undertake to update any forward-looking statements.
Although the Company believes that the forward-looking statements contained
herein are reasonable, it can give no assurances that the Company's expectations
are correct.

Overview

      Since its inception in February 1988, the Company has devoted its
principal efforts toward drug discovery and research and development. The
Company has been unprofitable to date and expects to incur substantial operating
losses for the next several years due to continued requirements for ongoing
research and development activities, preclinical and clinical testing
activities, regulatory activities, possible establishment of manufacturing
activities and a sales and marketing organization. The Company has experienced
significant quarterly fluctuations in operating results and it expects that
these fluctuations in revenues, expenses and losses will continue.

      A full description of the Company's business, R&D programs and products is
set forth in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.


                                       13
<PAGE>

Results of Operations for the Three Months Ended June 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                       Summary Operating Results
($ thousands)                                    For the Three Months Ended June 30,

                                                        Increase (Decrease)
                                                       ----------------------
                                            2003           $             %           2002
                                          --------     --------      --------      --------
<S>                                       <C>          <C>                <C>      <C>
Revenues:
    Licensing fees and royalties .....    $    276     $     62            29%     $    214
    Development funding ..............       1,044          348            50%          696
                                          --------     --------      --------      --------
                                             1,320          410            45%          910
Costs and expenses:
    Research and development .........      18,111        1,669            10%       16,442
    General and administrative .......       6,131       (2,539)          (29)%       8,670
    Compensation expense related to
     stock options ...................         144          (94)          (39)%         238
    Less: Expense reimbursement ......      19,433       12,261           171%        7,172
                                          --------     --------      --------      --------
                                             4,953      (13,225)          (73)%      18,178
                                          --------     --------      --------      --------
Loss from operations .................      (3,633)     (13,635)          (79)%     (17,268)

Other income, principally net interest
   income ............................         435          136            45%          299
Less: Interest expense ...............         220          120           120%          100
                                          --------     --------      --------      --------
Net loss applicable to common shares .    $ (3,418)    $(13,651)          (80)%    $(17,069)
                                          ========     ========      ========      ========
</TABLE>

      Revenues. Licensing fees, development funding and royalties for the three
months ended June 30, 2003 increased $0.410 million over the comparable period
in 2002. This increase reflects the amortization, for three months in 2003
compared to two months in 2002, of the up-front licensing fee and development
funding received from Aventis (Note 5), which are being recognized over the
estimated useful life of the first-to-expire related patent of 115 months.
Royalties were $0.010 million and $0.036 million for the three months ended June
30, 2003 and 2002, respectively.

      Research and development expenses. Research and development expenses
before reimbursement for the three months ended June 30, 2003 increased $1.669
million or 10% over the comparable period in 2002. The increase in research and
development expenses is primarily attributable to the costs of the Genasense(TM)
Phase 3 clinical trials and NDA preparation activities, offset by no drug
substance purchases in the quarter. Of the $18.111 million in research and
development expenses for the three months ended June 30, 2003, $14.523 million
and $0.774 million were reimbursable at 75% and 100%, respectively, pursuant to
the Collaborative Agreement (Note 4), of which a net amount of $11.666 million
is expected to be reimbursed in the third quarter. An additional $8.141 million
is expected to be reimbursed in the third quarter for drug substance and drug
product shipped to Aventis in the second quarter in connection with drug
substance purchases the Company expensed in 2002.

      General and administrative expenses. General and administrative expenses
for the three months ended June 30, 2003 decreased $2.539 million or 29% over
the comparable period in 2002. In 2002, higher expenses were a result of
financial advisory services, royalty payments and legal fees relating to the
Collaborative Agreement (Note 4). This was partially offset in 2003 by increased
costs associated with Ganite(TM) pre-launch activities and general corporate
expenses driven by business growth. There were no sales and marketing related
expenses reimbursable at 100% pursuant to the Collaborative Agreement for the
three months ended June 30, 2003, as sales and marketing related expenses
related to Genasense(TM) are mainly being billed to and paid for directly by
Aventis.

      Expense reimbursement. Expense reimbursement for the three months ended
June 30, 2003 relate to various third-party, FTE and drug supply costs that
Aventis is required to reimburse under the Collaborative Agreement (Note 4), as
follows ($ thousands):


                                       14
<PAGE>

Reimbursement to Genta:
  Third-party costs .....................................              $  8,822
  Drug supply costs .....................................                 9,192
  FTE's .................................................                 1,793
                                                                       --------
  Amount due to Genta ...................................                19,807

Reimbursement to Aventis:
  FTE's .................................................                  (374)
                                                                       --------
Net amount due to Genta .................................              $ 19,433
                                                                       ========

      Other income less interest expense. Net other income for the three months
ended June 30, 2003 increased $0.016 million or 8% over the comparable period in
2002, principally as a result of higher investment balances on investments,
offset by interest expense on the $10.0 million Aventis Note (Note 6) and the
$25.0 million Aventis Credit Line (Note 7).

      Net Loss. Genta incurred a net loss of $3.418 million, or $0.05 per share,
for the three months ended June 30, 2003, compared with a net loss of $17.069
million, or $0.25 per share, for the three months ended June 30, 2002. The
decrease in net loss, and per share net loss to common shareholders, was
primarily due to the expense reimbursement pursuant to the Collaborative
Agreement (Note 4) of $19.433 million or $0.26 per share, offset by increased
expenses primarily related to third-party costs for current Genasense(TM)
on-going clinical studies, expenses attributable to the NDA preparation, general
corporate legal fees, personnel costs and Ganite(TM) marketing-related spending.

Results of Operations for the Six Months Ended June 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                      Summary Operating Results
($ thousands)                                    For the Six Months Ended June 30,

                                                         Increase (Decrease)
                                                       ----------------------
                                            2003           $             %           2002
                                          --------     --------      --------      --------
<S>                                       <C>          <C>                <C>      <C>
Revenues:
    Licensing fees and royalties .....    $    542     $    323           147%     $    219
    Development funding ..............       2,087        1,391           200%          696
                                          --------     --------      --------      --------
                                             2,629        1,714           187%          915
Costs and expenses:
    Research and development .........      33,568        7,289            28%       26,279
    General and administrative .......      10,911         (561)           (5)%      11,472
    Compensation expense related to
     stock options ...................         288         (189)          (40)%         477

    Less: Aventis reimbursement ......      28,590       21,418           299%        7,172
                                          --------     --------      --------      --------
                                            16,177      (14,879)          (48)%      31,056
                                          --------     --------      --------      --------
Loss from operations .................     (13,548)     (16,593)          (55)%     (30,141)

Other income, principally net interest
   income ............................         887          342            63%          545
Less: Interest expense ...............         360          260           260%          100
                                          --------     --------      --------      --------
Net loss applicable to common shares .    $(13,021)    $(16,675)          (56)%    $(29,696)
                                          ========     ========      ========      ========
</TABLE>

      Revenues. Licensing fees, development funding and royalties for the six
months ended June 30, 2003 increased $1.714 million over the comparable period
in 2002. This increase reflects the amortization, for six months in 2003
compared to two months in 2002, of the up-front licensing fee and development
funding received from Aventis (Note 5), which are being recognized over the
estimated useful life of the first-to-expire related patent of 115 months.
Royalties were $0.010 million and $0.036 million for the six months ended June
30, 2003 and 2002, respectively.


                                       15
<PAGE>

      Research and development expenses. Research and development expenses
before reimbursement for the six months ended June 30, 2003 increased $7.289
million or 28% over the comparable period in 2002. The increase in research and
development expenses is primarily attributable to the costs of the Genasense(TM)
Phase 3 clinical trials and NDA preparation activities, offset by no drug
substance purchases in the six months. Of the $33.568 million in research and
development expenses for the six months ended June 30, 2003, $25.584 million and
$2.114 million were reimbursable at 75% and 100%, respectively, pursuant to the
Collaborative Agreement (Note 4), of which the net amount of $21.302 million is
expected to be reimbursed. An additional $8.141 million is expected to be
reimbursed for drug substance and product shipped to Aventis in the second
quarter in connection with drug substance purchases expensed in 2002.

      General and administrative expenses. General and administrative expenses
for the six months ended June 30, 2003 decreased $0.561 million or 5% over the
comparable period in 2002. The decrease is primarily related to financial
advisory services, royalty payments and legal fees relating to the Collaborative
Agreement (Note 4) incurred in 2002 offset by increased costs associated with
Ganite(TM) pre-launch activities and general corporate expenses driven by
business growth. There were no sales and marketing related expenses reimbursable
at 100% pursuant to the Collaborative Agreement for the six months ended June
30, 2003, as sales and marketing related expenses related to Genasense(TM) are
mainly being billed to and paid for directly by Aventis.

      Expense reimbursement. Expense reimbursement for the six months ended June
30, 2003 relate to various third-party, FTE and drug supply costs that Aventis
is required to reimburse under the Collaborative Agreement (Note 4), as follows
($ thousands):

Reimbursement to Genta:
  Third-party costs .....................................              $ 14,870
  Drug supply costs .....................................                11,240
  FTE's .................................................                 3,333
                                                                       --------
  Reimbursement to Genta ................................                29,443

Reimbursement to Aventis:
  FTE's .................................................                  (853)
                                                                       --------
Net reimbursement to Genta ..............................              $ 28,590
                                                                       ========

      Other income less interest expense. Net other income for the six months
ended June 30, 2003 increased $0.082 million or 18% over the comparable period
in 2002, principally as a result of higher investment balances on investments,
offset by interest expense on the $10.0 million Aventis Note (Note 6) and the
$25.0 million Aventis Credit Line (Note 7).

      Net Loss. Genta incurred a net loss of $13.021 million, or $0.18 per
share, for the six months ended June 30, 2003, compared with a net loss of
$29.696 million, or $0.44 per share, for the six months ended June 30, 2002. The
decrease in net loss, and per share net loss to common shareholders, was
primarily due to the expense reimbursement pursuant to the Collaborative
Agreement (Note 4) of $28.590 million or $0.38 per share, offset by increased
expenses primarily related to third-party costs for current Genasense(TM)
on-going clinical studies, expenses attributable to the NDA preparation, general
corporate legal fees, personnel costs and Ganite(TM) marketing-related spending.

Liquidity and Capital Resources

      At June 30, 2003, the Company had cash, cash equivalents and short-term
investments totaling $97.2 million compared to $113.7 million at December 31,
2002.

      As reflected in Note 4 to the condensed consolidated financial statements,
in April 2002, Genta entered into a Collaborative Agreement with Aventis. Under
the terms of the Collaborative Agreement, the Alliance will jointly develop and
commercialize Genasense(TM) in the U.S., and Aventis will have exclusive
development and marketing rights to Genasense(TM) in all countries outside of
the U.S. The Company will retain responsibility for global manufacturing and for
regulatory filings within the U.S., while Aventis will assume all regulatory
responsibilities outside the U.S. Joint management teams, including
representatives from both Genta and Aventis, will oversee the Alliance.
Collectively, this Collaborative Agreement could provide up to $476.9 million in
cash, equity and convertible debt proceeds to the Company. In addition, under
the Collaborative Agreement, the Company is entitled to royalties on worldwide
sales of Genasense(TM) from which the Company is required to pay third-party
pass-through royalties to UPenn and The National Institutes of Health ("NIH")
based on net worldwide sales of Genasense(TM). Furthermore, under the


                                       16
<PAGE>

Collaborative Agreement, Aventis will pay 75% of U.S. NDA-directed development
costs incurred by either Genta or Aventis subsequent to the execution of the
Collaborative Agreement, and 100% of all other development, marketing, and sales
costs incurred within the U.S. and elsewhere. Genta has received a total of
$194.4 million in initial and near-term funding, which included a $10.0 million
licensing fee and $40.0 million in development funding (Note 5), $10.0 million
in convertible debt proceeds (Note 6), $71.9 million pursuant to an at-market
equity investment in the Company's common stock, $37.5 million in paid expense
reimbursements and $25.0 million in line of credit proceeds (Note 7). A further
$19.6 million in accrued expense reimbursement is due for payment during the
third quarter of 2003 (Note 3), which includes $0.1 million due from December
31, 2002.

      Contingent upon the achievement of certain research and development
milestones, and included in the Collaborative Agreement's collective amount of
$476.9 million, the Company could still receive up to an additional $280.0
million in cash and up to $65.0 million in convertible note proceeds. As of July
2003, up to $15.0 million is available under the Aventis Credit Line (Note 7).

      The Company's principal expenditures relate to its research and
development activities, which include the Company's on-going and future clinical
trials. The Company expects these expenditures to continue. The Company expects
increased total expenditures, prior to expense reimbursement, for clinical
trials and drug supply related to Genasense(TM) as a result of the Collaboration
Agreement with Aventis. In addition, expenditures associated with other products
under development by the Company may increase as research and development
activities become more focused and as other clinical trials are initiated.

      The Company anticipates seeking additional product development
opportunities from external sources. Any such acquisitions may consume cash
reserves or require additional cash or equity. The Company's working capital and
additional funding requirements will depend upon numerous factors, including:
(i) the progress of the Company's research and development programs; (ii) the
timing and results of pre-clinical testing and clinical trials; (iii) the level
of resources that the Company devotes to sales and marketing capabilities; (iv)
technological advances; (v) the activities of competitors; and (vi) the ability
of the Company to establish and maintain collaborative arrangements with others
to fund certain research and development efforts, to conduct clinical trials, to
obtain regulatory approvals and, if such approvals are obtained, to manufacture
and market products.

      If the Company successfully secures sufficient levels of collaborative
revenues and other sources of financing, it expects to use such revenues and the
proceeds of any such financings to continue and expand its ongoing research and
development activities, preclinical and clinical testing activities,
manufacturing and/or market introduction of potential products and expansion of
its administrative activities.

Recent Accounting Pronouncements

      See Note 1 to the condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

      The Company does not utilize financial instruments for trading purposes
and holds no derivative financial instruments, which could expose the Company to
significant market risk. The Company's primary market risk exposure with regard
to financial instruments is to changes in interest rates, which would impact
interest income earned on such instruments.


                                       17
<PAGE>

Item 4. Controls and Procedures

      As required by Rules 13a-15(b) or 15d-15(b), Genta's Chief Executive
Officer and Chief Financial Officer conducted an evaluation as of the end of the
period covered by this report of the effectiveness of the Company's "disclosure
controls and procedures" (as defined in Exchange Act Rule 13a-15(e) or
15d-15(e)). Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of the end of the period covered by this report.

      As required by Rules 13a-15(d) or 15d-15(d), Genta's Chief Executive
Officer and Chief Financial Officer also conducted an evaluation of the
Company's internal control over financial reporting to determine whether any
changes occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting. Based on that evaluation, there has been no
such change during the quarter covered by this report.


                                       18
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

      JBL

      The sale of JBL, the Company's manufacturing subsidiary, was completed on
May 10, 1999. JBL was notified on October 1998 from Region IX of the EPA that it
had been identified as a PRP at the Casmalia Disposal Site, which is located in
Santa Barbara, California. JBL has been designated as a de minimis PRP by the
EPA. In December 2001, Genta received a revised settlement proposal from the EPA
in the amount of $0.033 million, the terms of the settlement with the EPA
containing standard contribution protection and release language. In January
2002, the Company accepted the proposal and paid the $0.033 million as an offer
to settle this matter. There can be no assurance, however, that the EPA will not
reject our settlement offer if there is not a sufficient number of PRPs settling
with the EPA.

      Genta Europe

      During 1995, Genta Europe, a wholly-owned subsidiary of Genta, received
funding in the form of a loan from ANVAR, a French government agency, of which
the proceeds were intended to fund research and development activities. In
October 1996, in connection with a restructuring of Genta's operations, Genta
terminated all scientific personnel of Genta Europe. In 1998, ANVAR asserted
that Genta Europe was not in compliance with the ANVAR Agreement, notified Genta
Europe of its demand for accelerated repayment of the loan and notified Genta
that it was liable as a guarantor on the note. Based on the advice of French
counsel, Genta does not believe that ANVAR is entitled to payment under the
terms of the ANVAR Agreement and also believes it to be unlikely that Genta will
incur any liability in this matter, although there can be no assurance thereof.
At June 30, 2003, the Company has accrued a net liability of $0.212 million
related to this matter, which management believes is adequate to provide for
this contingency.

      University of Pennsylvania

      In October 2002, a licensing officer from UPenn asserted a claim to a
portion of the initial $40.0 million development funding (Note 5) the Company
received from Aventis pursuant to the Collaborative Agreement. The Company has
disputed this claim and has filed a petition for binding arbitration for this
matter, as provided in the original licensing agreement between the Company and
UPenn. The Company and UPenn are currently discussing the possibility of
entering into a settlement with respect to this matter. Under the terms of the
proposed settlement, in exchange for an agreement by UPenn to forego any and all
claims in the future to any portion of any milestone and other payments (other
than royalty payments) made to Genta pursuant to the Collaborative Agreement,
Genta would make the following payments to UPenn: (i) $750,000 on October 1,
2003, (ii) $250,000 on February 2, 2004, (iii) $1.5 million upon the first NDA
or foreign equivalent approval of Genasense(TM) (the "first Genasense(TM)
approval"), and (iv) provided that the first Genasense(TM) approval has been
received by Genta, $750,000 on the earlier of (a) the second NDA or foreign
equivalent approval of Genasense(TM) or (b) December 30, 2004. The proposed
settlement, including the aforementioned monetary terms, is still subject to the
parties reaching agreement on certain other matters, and no assurance can be
given that the parties will reach any such agreement and that the proposed
settlement will be entered into on these monetary terms, if at all.

      At the current time the Company cannot reasonably estimate the outcome of
this claim; however, the Company does not believe that this claim will have a
material adverse impact on the Company's financial results and liquidity. As of
June 30, 2003, the Company has not reserved any amount for royalty payments that
could be due to UPenn as a result of binding arbitration.

Item 4. Submission of Matters to a Vote of Security Holders

      (a)   The Company held its Annual Meeting of Stockholders (the "Annual
            Meeting") on June 25, 2003.

      (b)   Proxies for the meeting were solicited pursuant to Regulation 14A of
            the Exchange Act. There was no solicitation in opposition to the
            Board of Directors' nominees for directors listed in the definitive
            proxy statement of the Company dated as of May 27, 2003. All of the
            Board of Directors' nominees were elected.


                                       19
<PAGE>

      (c)   Briefly described below is each matter voted upon at the Annual
            Meeting.

            (i)   Election of eight directors. Total combined voting power of
                  the shares of Common Stock voted and withheld for the election
                  of each director was as follows:

                  Directors                             Votes For       Withheld
                  ---------                             ---------       --------
                  Raymond P. Warrell, Jr., M.D.        66,314,039        267,578
                  Jerome E. Groopman, M.D.             66,349,289        232,328
                  Betsy McCaughey, Ph.D.               66,331,816        249,801
                  Daniel D. Von Hoff, M.D.             66,319,543        262,074
                  Harlan J. Wakoff                     66,342,270        239,347
                  Douglas G. Watson                    66,298,881        282,736
                  Michael S. Weiss                     66,293,627        287,990
                  Patrick J. Zenner                    66,317,411        264,206

            (ii)  Approval of an amendment to the Company's 1998 Stock Incentive
                  Plan to increase the number of shares authorized for issuance
                  thereunder, the result of the voting was as follows:

                         For:                 62,509,222 votes
                         Against:              3,939,906 votes
                         Abstain:                132,489 votes
                         Broker non-vote:              0 votes

            (iii) Ratification of the selection of Deloitte & Touche LLP as the
                  Company's independent auditors, the result of voting was as
                  follows:

                         For:                66,429,769 votes
                         Against:                96,784 votes
                         Abstain:                55,064 votes
                         Broker non-vote:             0 votes

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits.

                  10.1  Employment Agreement, dated as of August 5, 2003,
                        between the Company and Loretta M. Itri, M.D.

                  31.1  Certification by the Chief Executive Officer pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2  Certification by the Chief Financial Officer pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

                  32.1  Certification by the Chief Executive Officer pursuant to
                        18 U.S.C. Section 1350, as adopted pursuant to section
                        906 of the Sarbanes-Oxley Act of 2002.

                  32.2  Certification by the Chief Financial Officer pursuant to
                        18 U.S.C. Section 1350, as adopted pursuant to section
                        906 of the Sarbanes-Oxley Act of 2002.

      (b)   Reports on Form 8-K.

            None.


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<PAGE>

                                   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.

                             GENTA INCORPORATED
                             (Registrant)


                             By:    /s/ RAYMOND P. WARRELL, JR., M.D.
                                    --------------------------------------------
                             Name:  Raymond P. Warrell, Jr., M.D.
                             Title: Chairman, President, Chief Executive Officer
                                     and Principal Executive Officer


                             By:    /s/ WILLIAM P. KEANE
                                    --------------------------------------------
                             Name:  William P. Keane
                             Title: Vice President, Chief Financial Officer and
                                    Principal Accounting Officer

Date: August 14, 2003


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