Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES -OXLEY ACT OF 2002

I, William
P. Keane, certify that:

| | 1. | I have
  reviewed this Quarterly Report on Form 10-Q of Genta Incorporated (the
  registrant);                                                                                                                                                                                                                  
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| | 2. | Based on my
  knowledge, this report does not contain any untrue statement of a material
  fact or omit to state a material fact necessary to make the statements made,
  in light of the circumstances under which such statements were made, not
  misleading with respect to the period covered by this report;
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| | 3. | Based on my
  knowledge, the financial statements, and other financial information included
  in this report, fairly present in all material respects the financial
  condition, results of operations and cash flows of the registrant as of, and
  for, the periods presented in this report;                   
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| | 4. | The
  registrants other certifying officer and I are responsible for establishing
  and maintaining disclosure controls and procedures (as defined in Exchange
  Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:                                                                              
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| | 5. | The
  registrants other certifying officer and I have disclosed, based on our most
  recent evaluation of internal control over financial reporting, to the
  registrants auditors and the audit committee of the registrants board of directors
  (or persons performing the equivalent functions):           
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|Date: August
  6, 2004          
|--------------------------------
|                                
|                                
|/s/ WILLIAM
  P. KEANE          
|                                
|Name:  William P. Keane         
|Title: Chief
  Financial Officer



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