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

                                  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 September 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 |X|             No |_|

     As of October 31, 2003, the registrant had 75,819,784 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 September 30,
                  2003 and December 31, 2002                                 3

               Condensed Consolidated Statements of Operations for the
                  Three and Nine Months Ended September 30, 2003 and 2002    4

               Condensed Consolidated Statements of Cash Flows for the
                  Nine Months Ended September 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                                         14

Item 3.    Quantitative and Qualitative Disclosures about Market Risk        19

Item 4.    Controls and Procedures                                           19

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                 20

Item 4.    Submission of Matters to a Vote of Security Holders               20

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

SIGNATURES                                                                   22

CERTIFICATIONS                                                               24


                                       2
<PAGE>

                               Genta Incorporated
                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

Current assets:
   Cash and cash equivalents ..........................................       $  19,035        $  32,700
   Short-term investments (Note 2) ....................................          68,362           81,016
   Accounts receivable (Note 3) .......................................          11,760           14,574
   Notes receivable ...................................................             200              200
   Other current assets ...............................................           1,941            1,458
   Unallocated purchase price (Note 5) ................................          13,627               --
                                                                              ---------        ---------
Total current assets ..................................................         114,925          129,948

Property and equipment, net ...........................................           4,636            3,256
Notes receivable (Note 6) .............................................           3,213               --
Intangibles, net ......................................................           1,007            1,440
Other assets ..........................................................           1,717            1,775
                                                                              ---------        ---------

Total assets ..........................................................       $ 125,498        $ 136,419
                                                                              =========        =========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued expenses ..............................       $  15,936        $  32,423
   Note payable .......................................................              --              490
   Deferred revenues, current portion .................................           5,237            5,237
   Other current liabilities ..........................................              --              212
                                                                              ---------        ---------

Total current liabilities .............................................          21,173           38,362

   Deferred revenues (Note 7) .........................................          37,426           41,354
   Convertible debt (Note 8) ..........................................          10,000           10,000
   Line of credit (Note 9) ............................................          25,000               --
                                                                              ---------        ---------

Total liabilities .....................................................          93,599           89,716
                                                                              ---------        ---------

   Commitments and contingencies ......................................

Stockholders' equity:
   Preferred stock, 5,000 shares authorized,
     Series A convertible, $.001 par value; 600 shares authorized
     261 shares issued and outstanding at September  30, 2003 and
     December 31, 2002, respectively; liquidation value of $13,025 ....              --               --
   Common stock, $.001 par value; 120,000 shares authorized,
      75,819 and 74,168 shares issued and 75,819 and 73,775 outstanding
      at September 30, 2003 and December 31, 2002, respectively .......              76               74
   Additional paid-in capital .........................................         335,511          322,997
   Accumulated deficit ................................................        (303,376)        (273,190)
   Deferred compensation ..............................................            (335)            (697)
   Accumulated other comprehensive income .............................              23               25
                                                                              ---------        ---------

Total stockholders' equity ............................................          31,899           49,209

   Cost of treasury stock: 0 and 393 shares at September 30, 2003
      and December 31, 2002, respectively .............................              --           (2,506)
                                                                              ---------        ---------

Total stockholders' equity ............................................          31,899           46,703
                                                                              ---------        ---------

Total liabilities and stockholders' equity ............................       $ 125,498        $ 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          Nine Months Ended
                                                            September 30,              September 30,
(In thousands, except per share data)                    2003          2002          2003          2002
                                                       --------      --------      --------      --------
<S>                                                    <C>           <C>           <C>           <C>
Revenues:
   License fees and royalties (Note 7) ...........     $    253      $    282      $    795      $    501
   Development funding (Note 7) ..................        1,043         1,043         3,130         1,739
                                                       --------      --------      --------      --------
                                                          1,296         1,325         3,925         2,240

Costs and expenses:
   Research and development (Note 4) .............        9,249        13,044        14,226        32,574
   Selling, general and administrative (Note 4) ..        9,287         3,602        20,198        14,651
   Compensation expense related to stock options .           74           239           362           716
                                                       --------      --------      --------      --------
                                                         18,610        16,885        34,786        47,941
                                                       --------      --------      --------      --------
Loss from operations .............................      (17,314)      (15,560)      (30,861)      (45,701)

Other income (expense):
   Other income, principally net interest income .          393           557         1,279         1,102
    Interest expense .............................         (244)         (142)         (604)         (242)
    Equity in net income of joint venture ........           --            33            --            33
                                                       --------      --------      --------      --------
                                                            149           448           675           893
                                                       --------      --------      --------      --------
Net loss applicable to common shares .............     $(17,165)     $(15,112)     $(30,186)     $(44,808)
                                                       ========      ========      ========      ========

Net loss per common share ........................     $  (0.23)     $  (0.21)     $  (0.40)     $  (0.64)
                                                       ========      ========      ========      ========

Shares used in computing net loss per common share       75,409        73,410        74,699        69,732
                                                       ========      ========      ========      ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                               Genta Incorporated
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended September 30,
(In thousands)                                                                   2003           2002
                                                                              ---------      ---------
<S>                                                                           <C>            <C>
Operating activities
Net loss ................................................................     $ (30,186)     $ (44,808)
Items reflected in net loss not requiring cash:
   Depreciation, amortization and loss on disposal of fixed assets ......         1,668          1,190
   Compensation expense related to stock options ........................           362            716
Changes in operating assets and liabilities:
         Accounts and notes receivable (Note 3) .........................          (399)        (6,878)
         Prepaids and other assets ......................................          (425)        (2,446)
         Accounts payable, accrued expenses and other current liabilities       (21,760)        45,509
                                                                              ---------      ---------

Net cash used in operating activities ...................................       (50,740)        (6,717)
                                                                              ---------      ---------

Investing activities
  Purchase of available-for-sale short-term investments .................       (48,400)            --
  Maturities and sales of available-for-sale short-term investments .....        61,052         16,055
  Purchase of property and equipment ....................................        (2,615)        (1,793)
  Payment to stockholders in conjunction with Salus Acquisition (Note 5)            (56)            --
                                                                              ---------      ---------

Net cash provided by investing activities ...............................         9,981         14,262
                                                                              ---------      ---------

Financing activities
  Issuance of common stock from private placement, net ..................            --         71,035
  Issuance of convertible debt (Note 8) .................................            --         10,000
  Proceeds from line of credit (Note 9) .................................        25,000             --
  Purchase of treasury stock (Note 10) ..................................          (303)        (1,679)
  Issuance of common stock upon exercise of warrants and options ........         2,397          1,758
                                                                              ---------      ---------

Net cash provided by financing activities ...............................        27,094         81,114
                                                                              ---------      ---------

(Decrease) increase in cash and cash equivalents ........................       (13,665)        88,659

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

Cash and cash equivalents at end of period ..............................     $  19,035      $ 126,757
                                                                              =========      =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                               Genta Incorporated
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 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 series of development and
commercialization agreements (collectively, 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
substantially all other development, marketing, and sales costs incurred
worldwide in connection with Genasense(TM). 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 7) are being recognized over the estimated 115 months of useful life of the
related first-to-expire patent.

      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


                                       6
<PAGE>

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.

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

                                                        Amortization
                                                          Expense
                                                        ------------
        2003 ......................................          $144
        2004 ......................................           577
        2005 ......................................           286
                                                           ------
                 Total ............................        $1,007
                                                           ======

      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>
($ in thousands, except per share data)           Three Months Ended September 30,  Nine Months Ended September 30,
                                                  --------------------------------  -------------------------------
                                                       2003             2002             2003             2002
                                                     --------         --------         --------         --------
<S>                                                  <C>              <C>              <C>              <C>
Net loss applicable to common shares, as
   reported .................................        $(17,165)        $(15,112)        $(30,186)        $(44,808)
Equity related employee compensation expense
   included in reported net income, net of
   related tax effects ......................              74              239              362              716
Total stock-based employee compensation
   expense determined under fair values based
   method for all awards, net of related tax
   effects ..................................          (2,119)          (1,788)          (5,508)          (5,364)
                                                     --------         --------         --------         --------
Pro forma net loss applicable to common
   shares ...................................        $(19,210)        $(16,661)        $(35,332)        $(49,456)
                                                     ========         ========         ========         ========

Net loss per common share:
As reported: Basic and diluted ..............        $  (0.23)        $  (0.21)        $  (0.40)        $  (0.64)
Pro forma: Basic and diluted ................        $  (0.25)        $  (0.23)        $  (0.47)        $  (0.71)
</TABLE>


                                       7
<PAGE>

      Pro Forma Disclosure

      The fair value of options for the three months ended September 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 September 30,
                                                --------------------------------
                                                    2003                2002
                                                ------------         -----------
      Risk-free interest rate ..........             2.9%                2.8%
      Dividend yield ...................              --                  --
      Expected life (years) ............             4.0                 5.0
      Volatility .......................            64.2%               65.0%

      All of the options issued during the three-month periods September 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 $11.47 per share and $6.81 per share for the three-month periods
ended September 30, 2003 and 2002, respectively.

      Net Loss Per Common Share

      Basic and diluted loss per common share are identical for the three months
and nine month periods ended September 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 certain
financial instruments including preferred securities issued in the form of
shares that are mandatory redeemable; that embody an unconditional obligation
requiring the issuer to redeem them by transferring its assets at a specified or
determinable date (or dates) or upon an event that is certain to occur. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of this statement 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. The adoption of
this statement did not have any impact on the Company's results of operations,
financial position or cash flows.

      In January 2003, the FASB issued Interpretation No. ("FIN") 46,
Consolidation of Variable Interest Entities. The Company has no arrangements
that would be subject to this interpretation.


                                       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 September 30, 2003 is as follows ($
in thousands):

            Amortized costs ...................            $ 68,339
            Gross unrealized gains ............                  68
            Gross unrealized losses ...........                 (45)
                                                           --------
            Estimated fair value ..............            $ 68,362
                                                           ========

      The estimated fair value of each marketable security has been compared to
its cost, and therefore, an unrealized gain of $0.023 million has been
recognized in accumulated other comprehensive income at September 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
September 30, 2003, is $11.760 million in net expense reimbursements due from
Aventis for various third-party costs, internal costs of scientific and
technical personnel ("Full-time Equivalents" or "FTE's") and Genasense(TM) drug
supply costs. Information with respect to the cost reimbursement for the three
months ended September 30, 2003 is presented below ($ in thousands):

            Reimbursement to Genta:
              Third-party costs ................           $  8,491
              Drug supply costs ................              1,759
              FTE's ............................              1,942
                                                           --------
              Amount due to Genta ..............             12,192

            Reimbursement to Aventis:
              FTE's ............................               (432)
                                                           --------
            Net amount due to Genta ............           $ 11,760
                                                           ========

(4)   Collaborative Agreement

      In April 2002, the Company entered into a Collaborative Agreement with
Aventis. Under the terms of the Collaborative Agreement, the Company and Aventis
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
substantially all other development, marketing, and sales costs incurred
worldwide in connection with Genasense(TM). An analysis of expenses reimbursable
under the Collaborative Agreement (Note 1) follows:

<TABLE>
<CAPTION>
($ in thousands)                              Three Months Ended September 30,   Nine Months Ended September 30,
                                              --------------------------------   -------------------------------
                                                    2003             2002             2003             2002
                                                  --------         --------         --------         --------
<S>                                               <C>              <C>              <C>              <C>
Research and development expenses, gross .        $ 21,009         $ 19,608         $ 54,576         $ 45,886
Less net expense reimbursement ...........         (11,760)          (6,564)         (40,350)         (13,312)
                                                  --------         --------         --------         --------
Research and development expenses, net ...        $  9,249         $ 13,044         $ 14,226         $ 32,574
                                                  ========         ========         ========         ========

Selling, general and administrative, gross        $  9,287         $  3,763         $ 20,198         $ 15,236
Less expense reimbursement ...............              --             (161)              --             (585)
                                                  --------         --------         --------         --------
Selling, general and administrative, net .        $  9,287         $  3,602         $ 20,198         $ 14,651
                                                  ========         ========         ========         ========
</TABLE>


                                       9
<PAGE>

      As of September 30, 2003, the Company has received a total of $214.0
million in initial and near-term funding, which included a $10.0 million
licensing fee and $40.0 million in development funding (Note 7), $10.0 million
in convertible debt proceeds (Note 8), $71.9 million pursuant to an at-market
equity investment in the Company's common stock, $57.1 million in paid expense
reimbursements and $25.0 million in line of credit proceeds (Note 9). A further
$11.8 million in accrued expense reimbursement is due for payment during the
fourth quarter of 2003 (Note 3). 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)   Salus Therapeutics, Inc. Acquisition

      In August 2003, the Company acquired Salus Therapeutics, Inc. ("Salus"), a
privately held company located in Salt Lake City, Utah. Salus specializes in the
identification and development of drugs that are based on DNA or RNA, including
antisense, small interfering RNAs (siRNA), and delivery systems for
DNA/RNA-based drugs. Under the terms of the merger agreement, Genta issued 1.03
million shares of common stock with a fair value of approximately $13.0 million
to Salus stockholders in exchange for all of the outstanding shares of Salus
common stock, including those issued pursuant to the conversion of Salus'
preferred stock. Approximately thirty-five percent of the initial payment (0.36
million shares) is held in escrow and will be released on the first anniversary
of the acquisition, assuming no event of default occurs as described in the
merger agreement. Contingent upon the achievement of certain preclinical and
clinical milestones, an additional $17.0 million may be paid in stock or cash at
Genta's option.

      The following unaudited condensed consolidated pro forma financial
information has been prepared to give effect to Genta's acquisition of Salus.
The pro forma adjustments are based upon available information and assumptions
that Genta believes are reasonable. The unaudited condensed consolidated pro
forma financial information do not purport to represent what the consolidated
results of operations or financial position of Genta would actually have been if
the acquisition had occurred on the dates referred to below, nor do they purport
to project the results of operations or financial position of Genta for any
future period.

      The unaudited condensed consolidated pro forma statement of operations
data was prepared by combining Genta's statement of operations for the year
ended December 31, 2002 with Salus' statement of operations for the year ended
December 31, 2002, giving effect to the acquisition as though it occurred on
January 1, 2002.

      The unaudited condensed consolidated pro forma statement of operations
data does not give effect to any restructuring costs or any potential cost
savings or other operating efficiencies that could result from the acquisition,
or any non-recurring charges or credits resulting from the transaction such as
in-process research and development charges.

      The unaudited condensed consolidated pro forma financial information
should be read in conjunction with the historical financial statements of (i)
Genta included in its Annual Report on Form 10-K for the year ended December 31,
2002 (filed March 31, 2003) and in this Quarterly Report on Form 10-Q, and (ii)
Salus included in Genta's Form 8-K/A (filed November 4, 2003).

          Condensed Consolidated Pro Forma Statement of Operations Data
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                  For the year ended December 31, 2002
                                         Genta         Salus    Adjustments   F/N    Pro Forma
                                        ------------------------------------------------------
<S>                                     <C>          <C>            <C>       <C>    <C>
Revenues ...........................    $  3,559     $    386       $--              $  3,945
Net loss ...........................    $(74,528)    $ (1,193)      $--              $(75,721)
Net loss per basic and diluted share    $  (1.05)                                    $  (1.07)

<CAPTION>
                                            For the three months ended September 30, 2003
                                          Genta      Salus    Adjustments     F/N   Pro Forma
                                        -----------------------------------------------------
<S>                                     <C>         <C>         <C>           <C>   <C>
Revenues ...........................    $  1,296       $20      $  --               $  1,316
Net loss ...........................    $(17,165)   $ (782)     $ 231         1     $(17,716)
Net loss per basic and diluted share    $  (0.23)                                   $  (0.23)

<CAPTION>
                                             For the three months ended September 30, 2002
                                           Genta       Salus    Adjustments   F/N   Pro Forma
                                        ------------------------------------------------------
<S>                                      <C>         <C>            <C>       <C>   <C>
Revenues ...........................     $  1,325    $     90       $--             $  1,415
Net loss ...........................     $(15,112)   $   (272)      $--             $(15,384)
Net loss per basic and diluted share     $  (0.21)                                  $  (0.21)

<CAPTION>
                                              For the nine months ended September 30, 2003
                                           Genta      Salus     Adjustments   F/N   Pro Forma
                                        ------------------------------------------------------
<S>                                      <C>         <C>           <C>         <C>  <C>
Revenues ...........................     $  3,925    $    194      $     --         $  4,119
Net loss ...........................     $(30,186)   $ (1,471)     $    231    1    $(31,426)
Net loss per basic and diluted share     $  (0.40)                                  $  (0.42)

<CAPTION>
                                              For the nine months ended September 30, 2002
                                          Genta      Salus      Adjustments   F/N   Pro Forma
                                        ------------------------------------------------------
<S>                                      <C>         <C>           <C>         <C>  <C>
Revenues ............................    $  2,240    $    300      $--              $  2,540
Net loss ............................    $(44,808)   $   (785)     $--              $(45,593)
Net loss per basic and diluted share     $  (0.64)                                  $  (0.65)
</TABLE>

(1) An adjustment was made to eliminate the revenues and net losses recorded
twice in the table above during the period from August 21, 2003, the date Genta
purchased Salus, through September 30, 2003 ("Consolidation Period"). During
that period, Salus' financial information was consolidated into Genta; however,
to accurately depict the financial position of both entities for the three and
nine months ended September 30, 2003, both revenues and net loss were shown on a
'stand alone' basis, and properly adjusted for by backing out the amounts during
the Consolidation Period to determine the pro forma information.

      Since the estimated fair value of the assets acquired is not readily
determinable at September 30, 2003, the aggregate purchase price is being shown
as unallocated purchase price. Management believes that a large portion of the
unallocated purchase price will be valued as in-process research and development
and will be written off. Information with respect to the unallocated purchase
price at September 30, 2003 is presented below ($ in thousands):

         Market value of 1.03 million shares of common
           stock issued ...................................        $12,985
         Legal and accounting fees directly associated with
           the acquisition ................................            642
                                                                   -------
                                                                   $13,627
                                                                   =======

(6)   Note Receivable

      At September 30, 2003, the Company had recorded $3.2 million as a note
receivable relating to advance financing provided to Avecia Biotechnology, Inc.
("Avecia") for facility expansion, which will be recovered with interest through
future payments determined as a function of drug substance purchases to be made
by the Company in the future. Final repayment terms of this note receivable are
pursuant to the Supply Agreement (Note 13). Information with respect to the note
receivable at September 30, 2003 is presented below ($ in thousands):

         Advance funding for facility expansion                  $ 3,274
         Interest recorded ...............................            44
         Payments received ...............................          (105)
                                                                 -------
                                                                 $ 3,213
                                                                 =======


                                       10
<PAGE>

(7)   Deferred Revenues

      As of September 30, 2003, the Company had recorded $42.6 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 $37.4 million is
classified as long-term deferred revenues. These revenues are being recognized
over the estimated 115 months of useful life of the related first-to-expire
patent. 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.

(8)   Convertible Debt

      At September 30, 2003, the Company had $10.0 million outstanding in a
convertible promissory note ("Aventis Note") that was issued in connection with
the Collaborative Agreement (Note 4). 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.

(9)   Aventis Line of Credit

      At September 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 an up to $40.0 million
line of credit related to the development, manufacturing and commercialization
of Genasense(TM) ("Aventis Line of Credit"). 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 Line of Credit provide for a favorable interest rate,
which is set two days prior to the first day of each calendar quarter. The
Aventis Line of Credit terminates upon the earlier of (i) the receipt of
Genasense(TM) NDA approval in the U.S., ii) notice given by either Genta or
Aventis of the termination of the Collaborative Agreement (Note 4), (iii) notice
given by Genta of the termination of the Aventis Line of Credit, (iv) various
default provisions or (v) December 31, 2004. Depending upon the circumstances,
repayment is due immediately or up to six months after the termination of the
Aventis Line of Credit.

(10)  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 September 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
Nine Months Ended September 30, 2003 .........        51,500           5.8927
                                                     -------          -------
                                                     444,200          $6.3242
                                                     =======          =======


                                       11
<PAGE>

      In September 2003, the Company retired the 444,200 shares of treasury
stock.

(11)  Comprehensive Loss

      An analysis of comprehensive loss is presented below:

<TABLE>
<CAPTION>
                                          Three Months Ended                Nine Months Ended
($ in thousands)                             September 30,                     September 30,
                                       -------------------------         -------------------------
                                         2003             2002             2003             2002
                                       --------         --------         --------         --------
<S>                                    <C>              <C>              <C>              <C>
Net loss ......................        $(17,165)        $(15,112)        $(30,186)        $(44,808)
Change in market value on
  available-for-sale short-term
  investments .................              42                6               (2)              66
                                       --------         --------         --------         --------
Total comprehensive loss ......        $(17,123)        $(15,106)        $(30,188)        $(44,742)
                                       ========         ========         ========         ========
</TABLE>

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

      No interest was paid for the nine months ended September 30, 2003 and
      2002.

      The market value of common stock issued for the purchase of Salus (Note 5)
      was $12.985 million.

      The value of treasury stock (Note 10) retired was $2.809 million.

(13)  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.

      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. During the quarter ended September
30, 2003, the Company reversed the accrued net liability of $0.212 million
related to this matter, as management no longer believes that a loss is
probable.


                                       12
<PAGE>

      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 7) the Company received from Aventis pursuant to the Collaborative
Agreement (Note 4). In October 2003, the Company reached a settlement with UPenn
with respect to this claim. Under the terms of the settlement agreement, 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 on
sales) made to Genta pursuant to the Collaborative Agreement (Note 4), Genta has
agreed to make the following payments to UPenn: (i) $0.750 million on November
5, 2003, (ii) $0.250 million on February 2, 2004, (iii) $1.5 million upon the
first NDA or foreign equivalent approval of Genasense(TM), and (iv) provided
that the first NDA or foreign equivalent approval of Genasense(TM) has been
received by Genta, $0.750 million on the earlier of (a) the second NDA or
foreign equivalent approval of Genasense(TM) or (b) December 30, 2004. As of
September 30, 2003, the Company has reserved for the royalty payments that are
due to UPenn per the settlement agreement.

      Purchase Commitments

      Per an agreement entered into with Avecia in December 2002 (the "Supply
Agreement") the Company is obligated to purchase up to $27.5 million in drug
substance each year in 2003 and 2004. The Company expects the 2003 obligation
and purchases to be below that level. Pursuant to the Collaborative Agreement
(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. For the three months ended September 30, 2003, the Company purchased
approximately $2.5 million of drug substance. 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 (Note 6).

(14)  Subsequent Event

      On November 4, 2003 the Company filed a Form S-1 registration statement
with the SEC to register the 0.67 million shares issued to former Salus
stockholders in connection with the Company's acquisition of Salus. Upon the
registration statement being declared effective, the former Salus stockholders
will have the option to retain their shares or sell them during quarterly window
periods.


                                       13
<PAGE>

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

Certain Factors Affecting Forward-Looking Statements - Safe Harbor Statement

      We have made statements in this quarterly report on Form 10-Q that 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.
We intend that all forward-looking statements be subject to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. In some
cases, you can identify these statements by forward-looking words such as "may",
"might", "will", "should", "expects", "plans", "anticipates", "believes",
"estimates", "predicts", "potential" or "continue", the negative of these terms
and other comparable terminology.

      These forward-looking statements reflect our 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. Factors that may cause actual results to differ materially from
those contemplated by the forward-looking statements include, among others,
those listed under the caption entitled "Risk Factors" and the following:

o     U.S. Food and Drug Administration, ("FDA") approval or failure to approve
      Genasense(TM);

o     our ability to develop, manufacture and sell our products or to enter into
      collaborative arrangements with third parties to manufacture or sell our
      products;

o     the safety and efficacy of our products;

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

o     our ability to obtain necessary regulatory approvals;

o     our contractual collaborative arrangements;

o     the adequacy of our capital resources;

o     the ability to obtain sufficient financing to maintain our planned
      operations;

o     the possibility and effect of patent infringement claims; and

o     the impact of competitive products and market conditions.

Although we believe the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, level of activity,
performance or achievements. Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of any of these forward-looking
statements. We are under no duty to update any of these forward-looking
statements after the date of this prospectus to conform our prior statements to
actual results or revised expectations.

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, research and development
programs and products is set forth in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 and Form S-1 Statement filed on
November 4, 2003.


                                       14
<PAGE>

      On October 6, 2003, the Company began marketing its first commercial
product, Ganite(TM), which was approved by the FDA, for the treatment of
cancer-related hypercalcemia. The drug is being marketed and sold exclusively by
Genta in the United States by a dedicated sales force that currently consists of
18 regional representatives. Ganite(TM) is currently undergoing clinical testing
for use as a cancer chemotherapy drug, especially in patients with non-Hodgkin's
lymphoma, or NHL.

      In September 2003, Genta reported Phase 3 clinical data for Genasense(TM)
in patients with advanced malignant melanoma. The Company plans to include these
data in its NDA for Genasense(TM), which was initiated on a rolling basis (i.e.
in several sections) in August 2003. Management expects that the NDA filing for
the use of Genasense(TM) in combination with chemotherapy for patients with
advanced malignant melanoma will be completed in 2003.

      In August 2003, the Company acquired Salus (Note 5), a privately held
company located in Salt Lake City, Utah. Salus specializes in the identification
and development of drugs that are based on DNA or RNA, including antisense,
small interfering RNAs (siRNA), and delivery systems for DNA/RNA-based drugs.

      Genasense(TM) is being tested as a drug that can increase the
effectiveness of current types of cancer therapy. Patient enrollment has been
completed in two additional randomized Phase 3 trials that test the efficacy of
Genasense(TM) in patients with multiple myeloma and chronic lymphocytic
leukemia, or CLL. Genasense(TM) is also being tested in earlier stage clinical
trials for treating more than ten other cancer types. Genasense(TM) has received
designations as "Fast Track" and "Orphan Drug" from the FDA in the advanced
malignant melanoma, multiple myeloma and CLL indications.

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

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

                                                               Increase (Decrease)
                                                            ------------------------
                                               2003             $               %             2002
                                             --------       --------        --------        --------
<S>                                          <C>            <C>                  <C>        <C>
Revenues:
    Licensing fees and royalties ......      $    253       $    (29)            (10)%      $    282
    Development funding ...............         1,043             --              --           1,043
                                             --------       --------        --------        --------
                                                1,296            (29)             (2)%         1,325
Costs and expenses:
    Research and development ..........        21,009          1,401               7%         19,608
    Selling, general and administrative         9,287          5,524             147%          3,763
    Compensation expense related to
     stock options ....................            74           (165)            (69)%           239
    Less: Aventis reimbursement .......        11,760          5,035              75%          6,725
                                             --------       --------        --------        --------
                                               18,610          1,725              10%         16,885
                                             --------       --------        --------        --------
Loss from operations ..................       (17,314)         1,754              11%        (15,560)

Other income, principally net interest
   income .............................           393           (197)            (33)%           590
Less: Interest expense ................           244            102              72%            142
                                             --------       --------        --------        --------
Net loss applicable to common shares ..      $(17,165)      $  2,053              14%       $(15,112)
                                             ========       ========        ========        ========
</TABLE>

      Revenues. Licensing fees, development funding and royalties for the three
months ended September 30, 2003 decreased $0.029 million over the comparable
period in 2002, reflecting the final annual installments of licensing fees
recorded in 2002 that were not required in 2003.

      Research and development expenses. Research and development expenses
before reimbursement for the three months ended September 30, 2003 increased
$1.401 million or 7% over the comparable period in 2002. The increase in


                                       15
<PAGE>

research and development expenses is primarily attributable to the costs of the
Genasense(TM) Phase 3 clinical trials and NDA preparation activities for
Genasense(TM), offset by lower drug substance purchases in the quarter. Of the
$21.009 million in research and development expenses for the three months ended
September 30, 2003, $13.340 million and $1.755 million were reimbursable at 75%
and 100%, respectively, pursuant to the Collaborative Agreement (Note 4), of
which the net amount of $11.760 million is expected to be reimbursed in the
fourth quarter of 2003.

      Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended September 30, 2003 increased
$5.524 million or 147% over the comparable period in 2002. The increase in
selling, general and administrative expenses is primarily attributable to costs
associated with Ganite(TM) pre-launch activities, royalty payments due to UPenn
per the settlement agreement (Note 13) and general corporate expenses driven by
business growth. There were no sales and marketing related expenses reimbursable
at 100% pursuant to the Collaborative Agreement (Note 4) for the three months
ended September 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
September 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 ($ in thousands):

      Reimbursement to Genta:
        Third-party costs ..........................             $  8,491
        Drug supply costs ..........................                1,759
        FTE's ......................................                1,942
                                                                 --------
        Amount due to Genta ........................               12,192

      Reimbursement to Aventis:
        FTE's ......................................                 (432)
                                                                 --------
      Net amount due to Genta ......................             $ 11,760
                                                                 ========

      Other income less interest expense. Net other income for the three months
ended September 30, 2003 decreased $0.299 million or 67% from the comparable
period in 2002, as a result of both lower interest income, resulting from a
lower aggregate balance for cash, cash equivalents and short-term investments
and interest expense on the $10.0 million Aventis Note (Note 8) and $25.0
million borrowed from Aventis under the Aventis Line of Credit (Note 9).

      Net Loss. Genta incurred a net loss of $17.165 million, or $0.23 per
share, for the three months ended September 30, 2003, compared with a net loss
of $15.112 million, or $0.21 per share, for the three months ended September 30,
2002. The increase in net loss, and per share net loss to common shareholders,
was primarily due to increased expenses primarily related to third-party costs
for current Genasense(TM) on-going clinical studies, expenses attributable to
the NDA preparation for Genasense(TM), general corporate legal fees, personnel
costs and Ganite(TM) marketing-related spending, offset by an increase of the
expense reimbursement pursuant to the Collaborative Agreement (Note 4).


                                       16
<PAGE>

Results of Operations for the Nine Months Ended September 30, 2003 and 2002

<TABLE>
<CAPTION>
                                                            Summary Operating Results
($ in thousands)                                    For the Nine Months Ended September 30,

                                                               Increase (Decrease)
                                                            ------------------------
                                               2003             $               %             2002
                                             --------       --------        --------        --------
<S>                                          <C>            <C>                   <C>       <C>
Revenues:
    Licensing fees and royalties ......      $    795       $    294              59%       $    501
    Development funding ...............         3,130          1,391              80%          1,739
                                             --------       --------        --------        --------
                                                3,925          1,685              75%          2,240
Costs and expenses:
    Research and development ..........        54,576          8,690              19%         45,886
    Selling, general and administrative        20,198          4,962              33%         15,236
    Compensation expense related to
     stock options ....................           362           (354)            (49)%           716
    Less: Aventis reimbursement .......        40,350         26,453             190%         13,897
                                             --------       --------        --------        --------
                                               34,786        (13,155)            (27)%        47,941
                                             --------       --------        --------        --------
Loss from operations ..................       (30,861)       (14,840)            (32)%       (45,701)

Other income, principally net interest
   income .............................         1,279            144              13%          1,135
Less: Interest expense ................           604            362             150%            242
                                             --------       --------        --------        --------
Net loss applicable to common shares ..      $(30,186)      $(14,622)            (33)%      $(44,808)
                                             ========       ========        ========        ========
</TABLE>

      Revenues. Licensing fees, development funding and royalties for the nine
months ended September 30, 2003 increased $1.685 million over the comparable
period in 2002. This increase reflects the amortization, for nine months in 2003
compared to five months in 2002, of the up-front licensing fee and development
funding received from Aventis (Note 7), which are being recognized over the
estimated 115 months of useful life of the related first-to-expire patent.

      Research and development expenses. Research and development expenses
before reimbursement for the nine months ended September 30, 2003 increased
$8.690 million or 19% 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 for
Genasense(TM), offset by lower drug substance purchases in the nine months. Of
the $54.576 million in research and development expenses for the nine months
ended September 30, 2003, $48.641 million and $3.869 million were reimbursable
at 75% and 100%, respectively, pursuant to the Collaborative Agreement (Note 4),
of which the net amount of $11,760 million related to the three months ended
September 30, 2003, is expected to be reimbursed in the fourth quarter of 2003.

      Selling, general and administrative expenses. Selling, general and
administrative expenses for the nine months ended September 30, 2003 increased
$4.962 million or 33% over the comparable period in 2002. The increase is
primarily related to costs associated with Ganite(TM) pre-launch activities,
royalty payments due to UPenn per the settlement agreement (Note 13) and general
corporate expenses driven by business growth. There were no sales and marketing
related expenses reimbursable at 100% pursuant to the Collaborative Agreement
(Note 4) for the nine months ended September 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 nine months ended
September 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 ($ in thousands):


                                       17
<PAGE>

      Reimbursement to Genta:
        Third-party costs ...........................            $ 23,361
        Drug supply costs ...........................              12,999
        FTE's .......................................               5,275
                                                                 --------
        Reimbursement to Genta ......................              41,635

      Reimbursement to Aventis:
        FTE's .......................................              (1,285)
                                                                 --------
      Net reimbursement to Genta ....................            $ 40,350
                                                                 ========

      Other income less interest expense. Net other income for the nine months
ended September 30, 2003 decreased $0.218 million or 24% from the comparable
period in 2002, principally as a result of interest expense on the $10.0 million
Aventis Note (Note 8) and $25.0 million borrowed from Aventis under the Aventis
Line of Credit (Note 9).

      Net Loss. Genta incurred a net loss of $30.186 million, or $0.40 per
share, for the nine months ended September 30, 2003, compared with a net loss of
$44.808 million, or $0.64 per share, for the nine months ended September 30,
2002. The increase in net loss, and per share net loss to common shareholders,
was primarily due to expenses 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 September 30, 2003, the Company had cash, cash equivalents and
short-term investments totaling $87.4 million compared to $113.7 million at
December 31, 2002.

      As reflected in Note 4 to the condensed consolidated financial statements,
contingent upon the achievement of certain research and development milestones,
the Company could still receive, pursuant to the Collaborative Agreement (Note
4), up to an additional $280.0 million in cash and up to $65.0 million in
convertible note proceeds. In March 2003, Genta and Aventis negotiated a line of
credit (Note 9) for an amount up to $40.0 million, which terminates with respect
to additional borrowings on the earlier to occur of FDA approval of
Genasense(TM) or December 31, 2004. Loans under the Aventis Line of Credit (Note
9) are subject to repayment six months after termination. As of November 14,
2003, up to $15.0 million remained available under the Aventis Line of Credit
(Note 9). FDA approval of Genasense(TM) would trigger a milestone payment from
Aventis of $75.0 million. Management believes that at the current rate of
spending, primarily in support of on-going and anticipated clinical trials, and
after considering expense reimbursement and the line of credit provided by
Aventis, we should have sufficient cash funds to maintain our present operations
to the end of 2004.

      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 Collaborative
Agreement (Note 4). 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.


                                       18
<PAGE>

      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.

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.


                                       19
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

      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.
During the quarter ended September 30, 2003, the Company reversed the accrued
net liability of $0.212 million related to this matter, as management no longer
believes that a loss is probable.

      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 7) the Company received from Aventis pursuant to the Collaborative
Agreement (Note 4). In October 2003, the Company reached a settlement with UPenn
with respect to this claim. Under the terms of the settlement agreement, 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 on
sales) made to Genta pursuant to the Collaborative Agreement (Note 4), Genta has
agreed to make the following payments to UPenn: (i) $0.750 million on November
5, 2003, (ii) $0.250 million on February 2, 2004, (iii) $1.5 million upon the
first NDA or foreign equivalent approval of Genasense(TM), and (iv) provided
that the first NDA or foreign equivalent approval of Genasense(TM) has been
received by Genta, $0.750 million on the earlier of (a) the second NDA or
foreign equivalent approval of Genasense(TM) or (b) December 30, 2004. As of
September 30, 2003, the Company has reserved for the royalty payments that are
due to UPenn per the settlement agreement.

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

      None.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits.

            3.1.a     Restated Certificate of Incorporation of the Company
                           (incorporated by reference to Exhibit 3(i).1 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995, Commission File No. 0-19635)

            3.1.b     Certificate of Designations of Series D Convertible
                           Preferred Stock of the Company (incorporated by
                           reference to Exhibit 3(i) to the Company's Current
                           Report on Form 8-K filed on February 28, 1997,
                           Commission File No. 0-19635)

            3.1.c     Certificate of Amendment of Restated Certificate of
                           Incorporation of the Company (incorporated by
                           reference to Exhibit 3(i).3 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1999, Commission File No. 0-19635)

            3.1.d     Amended Certificate of Designations of Series D
                           Convertible Preferred Stock of the Company
                           (incorporated by reference to Exhibit 3(i).4 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1999, Commission File No. 0-19635)


                                       20
<PAGE>

            3.1.e     Certificate of Increase of Series D Convertible Preferred
                           Stock of the Company (incorporated by reference to
                           Exhibit 3(i).5 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1999, Commission
                           File No. 0-19635)

            3.1.f     Certificate of Amendment of Restated Certificate of
                           Incorporation of the Company (incorporated by
                           reference to Exhibit 3(i).4 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1998, Commission File No. 0-19635)

            3.1.g     Certificate of Amendment of Restated Certificate of
                           Incorporation of the Company (incorporated by
                           reference to Exhibit 3(i).3 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1998, Commission File No. 0-19635)

            3.1.h     Certificate of Amendment of Restated Certificate of
                           Incorporation of the Company (incorporated by
                           reference to Exhibit 3(i).8 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1999, Commission File No. 0-19635)

            3.1.i     Certificate of Amendment of Restated Certificate of
                           Incorporation of the Company (incorporated by
                           reference to Exhibit 3.1.i to the Company's
                           Registration Statement on Form S-1 filed on November
                           4, 2003, Reg. No. 333-110238)

            3.1.j     Certificate of Amendment of Restated Certificate of
                           Incorporation of the Company (incorporated by
                           reference to Exhibit 3.1.j to the Company's
                           Registration Statement on Form S-1 filed on November
                           4, 2003, Reg. No. 333-110238)

            3.2       Amended and Restated Bylaws of the Company (incorporated
                           by reference to Exhibit 3(ii).1 to the Company's
                           Annual Report on Form 10-K for the year ended
                           December 31, 1998, Commission File No. 0-19635)

            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.

            On August 18, 2003, the Company filed a Current Report on Form 8-K
      under Item 5 disclosing a press release issued on August 14, 2003,
      regarding the Company's agreement to acquire Salus Therapeutics, Inc. On
      November 4, 2003, the Company filed a Current Report on Form 8-K /A to
      amend its Form 8-K Report dated August 14, 2003, to provide financial
      statements and pro forma financial information of business acquired,
      regarding the Company's acquisition of Salus Therapeutics, Inc.

            On September 15, 2003, the Company filed a Current Report on Form
      8-K under Item 5 disclosing a press release issued on September 10, 2003,
      regarding the Company's results from their Phase 3 clinical study of
      Genasense(TM) plus chemotherapy in patients with malignant melanoma and
      the submission of the first portion of the NDA to the FDA for
      Genasense(TM) in this indication.

            On September 18, 2003, the Company filed a Current Report on Form
      8-K under Item 5 disclosing a press release issued on September 18, 2003,
      regarding the Company's approval from the FDA to market Ganite(TM) for the
      treatment of cancer-related hypercalcemia that is resistant to hydration
      and the initiation of an assistance program to facilitate patient access
      to Ganite(TM) treatment.


                                       21
<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
                                    Corporate Secretary

      Date: November 14, 2003


                                       22
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                                    Sequentially
Number                                  Description                                        Numbered Page
<S>          <C>                                                                           <C>
3.1.a        Restated Certificate of Incorporation of the Company (incorporated
                  by reference to Exhibit 3(i).1 to the Company's Annual Report
                  on Form 10-K for the year ended December 31, 1995, Commission
                  File No. 0-19635)

3.1.b        Certificate of Designations of Series D Convertible Preferred Stock
                  of the Company (incorporated by reference to Exhibit 3(i) to
                  the Company's Current Report on Form 8-K filed on February 28,
                  1997, Commission File No. 0-19635)

3.1.c        Certificate of Amendment of Restated Certificate of Incorporation
                  of the Company (incorporated by reference to Exhibit 3(i).3 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999, Commission File No. 0-19635)

3.1.d        Amended Certificate of Designations of Series D Convertible
                  Preferred Stock of the Company (incorporated by reference to
                  Exhibit 3(i).4 to the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999, Commission File No. 0-19635)

3.1.e        Certificate of Increase of Series D Convertible Preferred Stock of
                  the Company (incorporated by reference to Exhibit 3(i).5 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999, Commission File No. 0-19635)

3.1.f        Certificate of Amendment of Restated Certificate of Incorporation
                  of the Company (incorporated by reference to Exhibit 3(i).4 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998, Commission File No. 0-19635)

3.1.g        Certificate of Amendment of Restated Certificate of Incorporation
                  of the Company (incorporated by reference to Exhibit 3(i).3 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1998, Commission File No. 0-19635)

3.1.h        Certificate of Amendment of Restated Certificate of Incorporation
                  of the Company (incorporated by reference to Exhibit 3(i).8 to
                  the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999, Commission File No. 0-19635)

3.1.i        Certificate of Amendment of Restated Certificate of Incorporation
                  of the Company (incorporated by reference to Exhibit 3.1.i to
                  the Company's Registration Statement on Form S-1 filed on
                  November 4, 2003, Reg. No. 333-110238)

3.1.j        Certificate of Amendment of Restated Certificate of Incorporation
                  of the Company (incorporated by reference to Exhibit 3.1.j to
                  the Company's Registration Statement on Form S-1 filed on
                  November 4, 2003, Reg. No. 333-110238)

3.2          Amended and Restated Bylaws of the Company (incorporated by
                  reference to Exhibit 3(ii).1 to the Company's Annual Report on
                  Form 10-K for the year ended December 31, 1998, Commission
                  File No. 0-19635)

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.
</TABLE>


                                       23