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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) 
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

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

For the transition period from __________ to __________

Commission File Number 0-19635

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

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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934).

Yes   x
          No   o

As of July 30, 2004, the registrant had 80,358,215 shares of common
stock outstanding.

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Genta Incorporated
INDEX TO FORM 10-Q

|               |                                                                                                   | Page
|-------------- | ------------------------------------------------------------------------------------------------- | ----
|               |                                                                                                   |     
|PART I.        | FINANCIAL
  INFORMATION                                                                           |     
|               |                                                                                                   |     
|Item 1.        | Financial Statements:                                                                             |     
|               |                                                                                                   |     
|               | Consolidated Balance Sheets at June 30, 2004 and December 31,
  2003                              | 3   
|               |                                                                                                   |     
|               | Consolidated Statements of Operations for the Three and Six
  Months Ended June 30, 2004 and 2003 | 4   
|               |                                                                                                   |     
|               | Consolidated Statements of Cash Flows for the Six Months Ended
  June 30, 2004 and 2003           | 5   
|               |                                                                                                   |     
|               | Notes to Consolidated Financial Statements                                                        | 6   
|               |                                                                                                   |     
|Item 2.        | Managements
  Discussion and Analysis of Financial Condition and Results of Operations           | 13  
|               |                                                                                                   |     
|Item 3.        | Quantitative
  and Qualitative Disclosures about Market Risk                                      | 21  
|               |                                                                                                   |     
|Item 4.        | Controls
  and Procedures                                                                         | 21  
|               |                                                                                                   |     
|PART II.       | OTHER INFORMATION                                                                                 |     
|               |                                                                                                   |     
|Item 1.        | Legal
  Proceedings                                                                               | 22  
|               |                                                                                                   |     
|Item 2.        | Changes in
  Securities, Use of Proceeds and Issuer Purchases of Equity Securities                | 22  
|               |                                                                                                   |     
|Item 4.        | Submission
  of Matters to a Vote of Security Holders                                             | 22  
|               |                                                                                                   |     
|Item 6.        | Exhibits
  and Reports on Form 8-K                                                                | 23  
|               |                                                                                                   |     
|SIGNATURES     | 25                                                                                                |     
|               |                                                                                                   |     
|CERTIFICATIONS | 28                                                                                                |     

2

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GENTA INCORPORATED
CONSOLIDATED BALANCE SHEETS

|(In
  thousands, except par value data)                                                                                                                                                                                                               |  | June 30,
  2004 |   | December 31,
  2003 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | - | ------------------- | -
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|                                                                                                                                                                                                                                                      |  | (Unaudited)     |   |                     |  
|ASSETS                                                                                                                                                                                                                                                |  |                 |   |                     |  
|Current assets:                                                                                                                                                                                                                                       |  |                 |   |                     |  
|Cash
  and cash equivalents (Note 2)                                                                                                                                                                                                                  |  |                 | $ | 44,429              |  
|Marketable
  securities (Note 3)                                                                                                                                                                                                                      |  |                 |   | 5,758               |  
|Accounts
  receivable - net                                                                                                                                                                                                                           |  |                 |   | 8,574               |  
|Notes
  receivable                                                                                                                                                                                                                                    |  |                 |   | 200                 |  
|Inventory
  (Note 4)                                                                                                                                                                                                                                  |  |                 |   | 1,728               |  
|Prepaid
  expenses and other current assets                                                                                                                                                                                                           |  |                 |   | 781                 |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Total current assets                                                                                                                                                                                                                                  |  |                 |   | 61,470              |  
|Property and equipment, net                                                                                                                                                                                                                           |  |                 |   | 5,296               |  
|Notes receivable                                                                                                                                                                                                                                      |  |                 |   | 4,348               |  
|Intangibles, net (Note 5)                                                                                                                                                                                                                             |  |                 |   | 574                 |  
|Prepaid royalties                                                                                                                                                                                                                                     |  |                 |   | 1,268               |  
|Other assets                                                                                                                                                                                                                                          |  |                 |   | 1,627               |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Total assets                                                                                                                                                                                                                                          |  |                 | $ | 74,583              |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                  |  |                 |   |                     |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Current liabilities:                                                                                                                                                                                                                                  |  |                 |   |                     |  
|Accounts
  payable and accrued expenses                                                                                                                                                                                                               |  |                 | $ | 19,747              |  
|Notes
  payable                                                                                                                                                                                                                                       |  |                 |   | -                   |  
|Deferred
  revenues, current portion                                                                                                                                                                                                                  |  |                 |   | 5,277               |  
|Short-term debt (Note 6)                                                                                                                                                                                                                              |  |                 |   | 35,000              |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Total current liabilities                                                                                                                                                                                                                             |  |                 |   | 60,024              |  
|Deferred
  revenues                                                                                                                                                                                                                                   |  |                 |   | 33,458              |  
|Convertible
  debt (Note 7)                                                                                                                                                                                                                           |  |                 |   | 10,000              |  
|Long-term debt (Note 6)                                                                                                                                                                                                                               |  |                 |   | -                   |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Total liabilities                                                                                                                                                                                                                                     |  |                 |   | 103,482             |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Commitments and
  contingencies                                                                                                                                                                                                                       |  |                 |   |                     |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Stockholders (deficit) equity:                                                                                                                                                                                                                       |  |                 |   |                     |  
|Series
  A convertible preferred stock, $.001 par value; 5,000 shares authorized,
          10 shares and 261 shares
  issued and outstanding, liquidation value of $485 and 
          $13,025 at June 30, 2004 and
  December 31, 2003 respectively |  |                 |   | -                   |  
|Common
  stock, $.001 par value; 150,000 and 120,000 shares authorized,
          80,358 and 75,927 shares
  issued and outstanding at June 30, 2004
          and December 31, 2003,
  respectively                                                  |  |                 |   | 80                  |  
|Additional
  paid-in capital                                                                                                                                                                                                                          |  |                 |   | 336,189             |  
|Deferred
  financing costs                                                                                                                                                                                                                            |  |                 |   | (33                 | )
|Accumulated
  deficit                                                                                                                                                                                                                                 |  |                 |   | (364,986            | )
|Deferred
  compensation                                                                                                                                                                                                                               |  |                 |   | (117                | )
|Accumulated
  other comprehensive (loss) income                                                                                                                                                                                                       |  |                 |   | (32                 | )
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Total stockholders (deficit) equity                                                                                                                                                                                                                  |  |                 |   | (28,899             | )
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  
|Total liabilities and
  stockholders (deficit) equity                                                                                                                                                                                                |  |                 | $ | 74,583              |  
|                                                                                                                                                                                                                                                      |  |                 |   |                     |  

See accompanying notes to consolidated financial statements

3

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GENTA INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                                                                                                                                                                                                                                                      |  | Three Months Ended
  June 30, |         | Six Months Ended
  June 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | --------------------------- | -
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|(In
  thousands, except per share data)                                                                                                                                                                                                                                                               |  | 2004                          |         | 2003                        |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|                                                                                                                                                                                                                                                                                                      |  | (Unaudited)                   |         | (Unaudited)                 |  
|Revenues:                                                                                                                                                                                                                                                                                             |  |                               |         |                             |  
|Product
  sales - net                                                                                                                                                                                                                                                                                 |  | $                             | 251     |                             | $
|License
  fees and royalties                                                                                                                                                                                                                                                                          |  |                               | 261     |                             |  
|Development
  funding                                                                                                                                                                                                                                                                                 |  |                               | 1,049   |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Total revenues                                                                                                                                                                                                                                                                                        |  |                               | 1,561   |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Cost of goods sold                                                                                                                                                                                                                                                                                    |  |                               | 52      |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Gross margin                                                                                                                                                                                                                                                                                          |  |                               | 1,509   |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Costs and expenses:                                                                                                                                                                                                                                                                                   |  |                               |         |                             |  
|Research
  and development (including non-cash compensation 
          expense of $52 for the three
  months and $104 for the six 
          months ended June 30, 2004
  and June 30, 2003, respectively)                                                                                            |  |                               | 28,945  |                             |  
|Selling,
  general and administrative (including non-cash compensation 
          expense of $22 and $92 for
  the three months ended June 30, 2004
          and June 30, 2003,
  respectively and $40 and $184 for the six 
          months ended June 30, 2004
  and June 30, 2003, respectively) |  |                               | 10,284  |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Total costs and expenses -
  gross                                                                                                                                                                                                                                                                    |  |                               | 39,229  |                             |  
|Aventis
  reimbursement                                                                                                                                                                                                                                                                               |  |                               | (8,531  | )                           |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Total costs and expenses -
  net                                                                                                                                                                                                                                                                      |  |                               | 30,698  |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Other income                                                                                                                                                                                                                                                                                          |  |                               | 34      |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Net loss                                                                                                                                                                                                                                                                                              |  | $                             | (29,155 | )                           | $
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Net loss per basic and
  diluted share                                                                                                                                                                                                                                                                |  | $                             | (0.37   | )                           | $
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  
|Shares used in computing
  net loss per 
     basic and diluted share                                                                                                                                                                                                                                 |  |                               | 79,016  |                             |  
|                                                                                                                                                                                                                                                                                                      |  |                               |         |                             |  

See accompanying notes to consolidated financial statements

4

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GENTA INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                   |  | Six Months Ended June 30, |  
|------------------------------------------------------------------ |  | ------------------------- | -
|                                                                   |  |                           |  
|(In
  thousands)                                                   |  | 2004                      |  
|                                                                   |  |                           |  
|                                                                   |  | (Unaudited)               |  
|Operating
  activities:                                            |  |                           |  
|Net loss                                                           |  |                           | $
|Items reflected in net loss
  not requiring cash:                  |  |                           |  
|Depreciation
  and amortization                                    |  |                           |  
|Compensation
  expense related to stock options (Note 2)           |  |                           |  
|Changes
  in operating assets and liabilities:                     |  |                           |  
|Accounts,
  notes and loan receivable                              |  |                           |  
|Inventory
  (Note 4)                                               |  |                           |  
|Notes
  receivable                                                 |  |                           |  
|Accounts
  payable, accrued expenses and other current liabilities |  |                           |  
|Deferred
  revenue                                                 |  |                           |  
|Other
  assets                                                     |  |                           |  
|                                                                   |  |                           |  
|Net cash used in operating
  activities                            |  |                           |  
|                                                                   |  |                           |  
|Investing
  activities:                                            |  |                           |  
|Purchase
  of marketable securities                                |  |                           |  
|Maturities
  and sales of marketable securities                    |  |                           |  
|Purchase
  of property and equipment                               |  |                           |  
|                                                                   |  |                           |  
|Net cash provided by
  investing activities                        |  |                           |  
|                                                                   |  |                           |  
|Financing activities:                                              |  |                           |  
|Proceeds
  from the line of credit (Note 7)                        |  |                           |  
|Purchase
  of treasury stock                                       |  |                           |  
|Deferred
  financing costs                                         |  |                           |  
|Issuance
  of common stock upon exercise of warrants and options   |  |                           |  
|                                                                   |  |                           |  
|Net cash provided by
  financing activities                        |  |                           |  
|                                                                   |  |                           |  
|Increase in cash and cash
  equivalents                            |  |                           |  
|Cash and cash equivalents
  at beginning of period                 |  |                           |  
|                                                                   |  |                           |  
|Cash and cash equivalents
  at end of period                       |  |                           | $
|                                                                   |  |                           |  

See accompanying notes to consolidated financial statements

5

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GENTA INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)

1.     Organization
and Business

Genta
Incorporated (Genta, we, us or the Company) is a biopharmaceutical
company engaged in research and development of anticancer drugs, its sole
reportable segment. The Company is dedicated to developing innovative drugs to
treat cancer.  In the past, the
Companys research efforts have focused primarily on the development of
antisense drugs that are designed to selectively prevent the production of
specific proteins that contribute to the cause or progression of disease.  More recently, the Company has broadened its
research portfolio into drugs that are comprised of chemically modified DNA or
RNA (which includes antisense, decoys, and small interfering RNA) as well as
small molecules (which currently include the Companys gallium products).

The
Company has had recurring operating losses since its inception. Management
expects that such losses will continue at least until its lead product,
Genasense®, receives approval from the U.S. Food and Drug
Administration (FDA) for commercial sale, and we receive a full year of
royalties from Aventis Pharmaceuticals Inc. (Aventis), our commercial partner
on this product, on worldwide sales. 
Although no assurances can be expressed, management believes that at the
current rate of spending, after giving effect to our recent cost-control steps
and coupled with our relationship with Aventis, the Company should have
sufficient cash funds to maintain its present operations through mid-2005.  If we obtain New Drug Application (NDA) approval of Genasense®,
Aventis milestone payments and other funding available to the Company should
provide sufficient capital resources. It is likely that the Company will
seek  additional external financing
sometime in 2005.

The
Company may also seek collaborative agreements, equity financing and other
financing arrangements with potential corporate partners and other sources.
However, there can be no assurance that any such collaborative agreements or
other sources of funding will be available on favorable terms, if at all. The
Company will need substantial additional funds before it can expect to realize
significant product revenue.

2.     Summary
of Significant Accounting Policies

Basis of Presentation

The
consolidated financial statements are presented on the basis of accounting
principles generally accepted in the United States.  All professional accounting standards that are effective as of
June 30, 2004 have been considered in preparing the consolidated financial
statements.  Such financial statements
include the accounts of the Company and all majority-owned subsidiaries.  The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make certain estimates and assumptions that affect reported earnings, financial
position and various disclosures. 
Actual results could differ from those estimates. Certain
reclassifications have been made to prior-year amounts to conform with
current-year presentation. 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, 2003.  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.

6

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Revenue Recognition

In
April 2002, the Company entered into a development and commercialization
agreement (Collaborative Agreement) with Aventis. Under the terms of the
Collaborative Agreement, the Company and Aventis will jointly develop and
commercialize Genasense® in the U.S. (the Alliance), and Aventis
will have exclusive development and marketing rights to the compound in all
countries outside of the U.S.  Under the
Collaborative Agreement, Aventis will pay 75% of U.S. NDA-directed development
costs incurred by either Genta or Aventis, subsequent to the execution of the
Collaborative Agreement, and 100% of all other development, marketing, and
sales costs incurred within the U.S. and elsewhere as subject to the
Collaborative Agreement . 
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.

We follow the provisions of the Securities and Exchange Commissions Staff
Accounting Bulletin No. 104 (SAB No. 104), Revenue
Recognition, and Emerging Issues Task Force No. 00-21 (EITF No.
00-21), Accounting for Revenue Arrangements
with Multiple Deliverables.

In
accordance with EITF No. 00-21 we analyze our multiple element arrangements to
determine whether the elements can be separated and accounted for individually
as separate units of accounting.We
recognize license payments as revenue if the license has stand-alone value and
the fair value of the undelivered items can be determined. If the license is
considered to have stand-alone value but the fair value on any of the
undelivered items cannot be determined, the license payments are recognized as
revenue over the period of performance for such undelivered items or services.
Our estimate of the period of performance involves management judgment.  Amounts received for milestones are
recognized upon achievement of the milestone, as long as the milestone is
deemed to be substantive and we have no other performance obligations.

We
have determined that, due to the nature of the on-going development work
related to our Collaborative Agreement with Aventis, the end of the development
phase and the fair-value of the undelivered elements are not determinable.
Accordingly, we have deferred recognition of the initial licensing fee and
up-front development funding received from Aventis and are recognizing these
payments on a straight-line basis over the original estimated useful life of
the related first-to-expire patent of 115 months. Any subsequent milestone
payments that may be received from Aventis will also be recognized over the
then remaining estimated useful life of the first-to-expire patent.

Genta
recognizes revenue from product sales when title to product and associated risk
of loss has passed to the customer and we are reasonably assured of collecting
payment for the sale. All revenue from product sales are recorded net of
applicable allowances for returns rebates and other applicable discounts and
allowances.  We allow return of our
product for up to twelve months after product expiration.

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®-related costs, under the Collaborative
Agreement, have been recorded as a reduction to expenses in the consolidated
statement of operations.

Cash, Cash Equivalents and Marketable Securities

The
carrying amounts of cash, cash equivalents and marketable securities
approximate fair value due to the short-term nature of these instruments.
Marketable securities consisted primarily of government securities, all of
which are classified as available-for-sale marketable securities.  Management determines the appropriate
classification of debt and equity securities at the time of purchase and
reassesses the classification at each reporting date.

7

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Property and Equipment

Property
and equipment is stated at cost and depreciated on the straight-line method
over the estimated useful lives of the assets, ranging from three to five
years. Leasehold improvements incurred in the renovation of the Companys
current offices are being amortized over the remaining life of the leases. The
Companys policy is to evaluate the appropriateness of the carrying value of
the undepreciated value of long-lived 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. Based on the valuation, no impairment was indicated in accordance with
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.

Intangible Assets

Intangible
assets, consisting primarily of licensed technology and capitalized patent costs,
are amortized using the straight-line method over their estimated useful lives
of five years. The Companys policy is to evaluate the appropriateness of the
carrying values of the unamortized balances of intangible assets on the basis
of estimated future cash flows (undiscounted) and other factors. If such
evaluation were to indicate an impairment of these assets, such impairment
would be recognized by a write-down of the applicable assets. The Company
evaluates, each financial reporting period, the continuing value of patents and
patent applications. Through this evaluation, the Company may elect to continue
to maintain these patents, seek to out-license them, or abandon them. Based on
the valuation, no impairment was indicated in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.

Inventories

Inventories
are stated at the lower of cost or market with cost being determined using the
first-in, first-out (FIFO) method.

Stock Options

The
Company accounts for stock-based compensation arrangements in accordance with
the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees
and complies with the disclosure provisions of 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 EITF 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 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 and amend the disclosure requirements of Statement No.
123. 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:

8

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| |                                                                                                                                                            |  | Three months endedJune 30, |         | Six months endedJune 30, |  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | ------------------------ | -
| |                                                                                                                                                            |  |                            |         |                          |  
| | ($thousands, except per share data)                                                                                                                        |  | 2004                       |         | 2003                     |  
| |                                                                                                                                                            |  |                            |         |                          |  
| |                                                                                                                                                            |  |                            |         |                          |  
| | Net loss applicable to
  common shares, as reported                                                                                                        |  | $                          | (29,155 | )                        | $
| | Add: Equity related
  employee compensation 
     expense included in reported net income, net of 
     related tax effects                                |  |                            | 74      |                          |  
| |                                                                                                                                                            |  |                            |         |                          |  
| | Deduct: Total stock-based
  employee compensation 
     expense determined under fair values based 
     method for all awards, net of related tax effects |  |                            | (2,455  | )                        |  
| |                                                                                                                                                            |  |                            |         |                          |  
| | Pro forma net loss                                                                                                                                         |  | $                          | (31,536 | )                        | $
| |                                                                                                                                                            |  |                            |         |                          |  
| |                                                                                                                                                            |  |                            |         |                          |  
| | Net loss per share
  attributable to common 
  shareholders:                                                                                               |  |                            |         |                          |  
| | As reported: Basic and
  diluted                                                                                                                           |  | $                          | (0.37   | )                        | $
| | Pro forma: Basic and
  diluted                                                                                                                             |  | $                          | (0.40   | )                        | $
| |                                                                                                                                                            |  |                            |         |                          |  

The
pro-forma disclosure shown above was calculated for all options using the
Black-Scholes option pricing model with the following assumptions:

| |                         |  | Three Months Ended June 30, |    
| | ----------------------- |  | --------------------------- | ---
| |                         |  |                             |    
| |                         |  | 2004                        |    
| |                         |  |                             |    
| | Risk-free interest rate |  |                             | 3.7
| | Dividend yield          |  |                             | -  
| | Expected life (years)   |  |                             | 4.0
| | Volatility              |  |                             | 117

Net Loss Per Common Share

Basic
earnings per share are based upon the weighted-average number of shares
outstanding during the period. Diluted earnings per share includes the weighted
average number of all potentially dilutive common shares such as shares
outstanding, options, warrants and convertible preferred stock outstanding.

Net
loss per common share for the three months ended June 30, 2004 and 2003 is
based on the weighted average number of shares of common stock outstanding
during the periods. Basic and diluted loss per share are identical for all
periods presented as potentially dilutive securities, including options,
warrants and convertible preferred stock have been excluded from the
calculation of the diluted net loss per common share because the inclusion of
such securities would be antidilutive.

3.     Marketable
Securities

The
carrying amounts of the Companys marketable securities, which are government
securities, approximate fair value due to the short-term nature of these
instruments.  The fair value of
available-for-sale marketable securities is as follows ($ thousands):

| |                         |  | June 30,2004 |   | December 31,2003 |  
| | ----------------------- |  | ------------ | - | ---------------- | -
| |                         |  |              |   |                  |  
| | Amortized cost          |  |              | $ | 5,790            |  
| | Gross unrealized gains  |  |              |   | 10               |  
| | Gross unrealized losses |  |              |   | (42              | )
| |                         |  |              |   |                  |  
| | Estimated fair value    |  |              | $ | 5,758            |  
| |                         |  |              |   |                  |  

9

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---

The
estimated fair value of each marketable security has been compared to its cost,
and therefore, a net unrealized loss of approximately $32 thousand has been
recognized in accumulated other comprehensive income at June 30, 2004.

4.     Inventories

Inventories,
consisting of Ganite®and Genasense®, are stated at the
lower of cost or market with cost being determined using the first-in,
first-out (FIFO) method. Inventories consisted of the following ($ thousands):

| |                 |  | June 30,2004 |   | December 31,2003 | 
| | --------------- |  | ------------ | - | ---------------- | 
| |                 |  |              |   |                  | 
| | Raw materials   |  |              | $ | 1,634            | 
| | Work in process |  |              |   | -                | 
| | Finished goods  |  |              |   | 94               | 
| |                 |  |              |   |                  | 
| |                 |  |              | $ | 1,728            | 
| |                 |  |              |   |                  | 

In
May 2004, approximately $7.0 million of vialed Genasense® product,
which had been produced to be commercial inventory, was expensed, as the vials
will now be used in clinical trials. In addition, in accordance with accounting
practice, $11.7 million of Genasense® bulk drug substance has also
been expensed. This material can be used to produce commercial supplies of
Genasense® drug product should one of the pending clinical trials be
positive and form the basis for a Genasense® NDA submission.  Accordingly, $1.7 million in inventory at June 30, 2004 solely consists of Ganite®
 raw materials and finished goods. The valuation of this inventory is consistent with managements outlook for Ganite®, including strategic options being explored by the Company.

5.     Intangibles,
net

Intangible
assets consist of the following ($ thousands):

| |                                  |  | June 30,
  2004 |   | December 31,
  2003 |  
| | -------------------------------- |  | --------------- | - | ------------------- | -
| |                                  |  |                 |   |                     |  
| |                                  |  |                 |   |                     |  
| | Patent and patent
  applications |  |                 | $ | 3,992               |  
| | Less accumulated
  amortization  |  |                 |   | (3,418              | )
| |                                  |  |                 |   |                     |  
| |                                  |  |                 |   |                     |  
| |                                  |  |                 | $ | 574                 |  
| |                                  |  |                 |   |                     |  

Future
amortization expense related to intangibles at June 30, 2004 are as follows ($
thousands):

| |       |  | AmortizationExpense |  
| | ----- |  | ------------------- | -
| |       |  |                     |  
| |       |  |                     |  
| |       |  |                     |  
| | 2004  |  |                     | $
| | 2005  |  |                     |  
| |       |  |                     |  
| | Total |  |                     | $
| |       |  |                     |  

6.     Short-
Term Debt

At
June 30, 2004, the Company had $35.5 million outstanding on a line of credit
that was issued in connection with an amendment, dated March 14, 2003, to the
Collaborative Agreement that established a line of credit related to the
development, manufacturing and commercialization of Genasense®
(Aventis Line of Credit). Of the $35.5 million, $35.0 million is recorded as
short-term debt and $0.5 million is recorded as accrued interest. At December 31, 2003, the Aventis Line of Credit was classified as long-term debt. This revolving
debt is considered an advance against both past and future costs and the
borrowing base is adjusted on a monthly basis. At the time of Genasense®
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 
(1) the receipt of Genasense® NDA approval in the U.S., (2)
notice given by either Genta or Aventis of the termination of the Collaborative
Agreement,  (3) notice given by Genta of
the termination of the Aventis Line of Credit, (4) various default provisions
or (5) December 31, 2004. Depending on the circumstances, repayment is due
immediately or up to six months after the termination of the Aventis Line of
Credit. As security for the repayment of the Aventis Line of Credit, Genta has
granted Aventis a security interest in all of its accounts and/or other rights
to payments under the Collaborative Agreement, as well as all inventory related
to Genasense®.

7.     Convertible
Debt

At
June 30, 2004, the Company had $10.0 million in outstanding convertible debt
that was issued in connection with the Collaborative Agreement.  The Company received $10.0 million in debt
proceeds from Aventis, and issued a $10.0 million convertible promissory note
to Aventis (Aventis Note).  Interest
accrues at the rate of 5.63% per annum until April 26, 2009 (the Maturity
Date) and compounds annually on each anniversary date of the Aventis Note
through the Maturity Date.  The Company
may redeem the Aventis Note for cash in whole or in part (together with any
accrued and unpaid interest with respect to such principal amount) in amounts
of not less than $0.5 million.  In
addition, the Company may convert the Aventis Note on or prior to the Maturity
Date in whole or in part into fully paid and non-assessable shares of common
stock.  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.

10

---

---

As
of June 30, 2004, the Company has accrued interest of $1.3 million on the
Aventis Note.

8.     Comprehensive
Loss

An
analysis of comprehensive loss is presented below:

|                                                                        |  | Three months endedJune 30, |         | Six months endedJune 30, | 
|----------------------------------------------------------------------- |  | -------------------------- | ------- | ------------------------ | 
|                                                                        |  |                            |         |                          | 
|($in thousands)                                                         |  | 2004                       |         | 2003                     | 
|                                                                        |  |                            |         |                          | 
|                                                                        |  |                            |         |                          | 
|Net loss                                                                |  | $                          | (29,155 | )                        | 
|Change
  in market value on available-for-sale 
  marketable securities |  |                            | (73     | )                        | 
|                                                                        |  |                            |         |                          | 
|Total
  comprehensive loss                                              |  | $                          | (29,228 | )                        | 
|                                                                        |  |                            |         |                          | 

9.     Supplemental
Disclosure of Cash Flows Information and Non-cash Investing and Financing
Activities

No
interest or income taxes were paid for the six months ended June 30, 2004 and
2003.

11

---

---

10.     Commitments
and Contingencies

Litigation
and Potential Claims

During
the months of May and June 2004, numerous complaints were filed in the United
States District Court for the District of New Jersey against Genta and certain
of our principal officers on behalf of purported classes of our shareholders
who purchased our securities during several class periods. The complaints
generally allege that we and certain of our principal officers violated the
federal securities laws by issuing materially false and misleading statements
regarding Genasense® for the treatment of advanced melanoma that had
the effect of artificially inflating the market price of our securities. The
shareholder class action complaints in the various actions seek monetary
damages in an unspecified amount and recovery of plaintiffs costs and
attorneys fees. In addition, two shareholder derivative actions have been
filed against the directors and certain officers of Genta in New Jersey state
and federal courts. Based on facts substantially similar to those asserted in
the shareholder class actions, the derivative plaintiffs claim that defendants
have breached their fiduciary duties to the shareholders and other violations
of New Jersey law. The Company believes these litigations are without merit and will vigorously
defend against these suits. Management does  not believe that this litigation will have a material
adverse impact on the Companys financial results and liquidity.

12

---

---

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

Certain Factors Affecting Forward-Looking Statements  Safe
Harbor Statement

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

| | FDA approval or failure to
  approve Genasense®;                                                                                                                                                
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the Companys ability to develop, manufacture and sell its products;                                                                                                                            
| | Aventis and
  Sanofi-Synthelabos continued collaboration in the development and
  commercialization of Genasense®;                                                                             
| | the safety and  efficacy of
  the Companys products;                                                                                                                                           
| | the commencement and
  completion of clinical trials;                                                                                                                                           
| | the Companys ability to obtain necessary regulatory approvals;                                                                                                                                 
| | the adequacy of the Companys capital resources and the Companys
  ability to obtain sufficient financing to maintain the Companys planned
  operations;                                      
| | the impact of litigation that has been brought against the Company
  and its officers and directors;                                                                                            
| | the other risks described
  under Certain Risks and Uncertainties Related to the Companys Business in the
  Companys Annual Report on Form 10-K for the fiscal year ended December 31,
  2003.

The
Company does not undertake to update any forward-looking statements.

We
make available free of charge on our Internet website (http://www.genta.com)
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports
on Form 8-K and amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the Securities and Exchange Commission.  The content on the Companys website is
available for informational purposes only. 
It should not be relied upon for investment purposes, nor is it
incorporated by reference into this Quarterly Report on Form 10-Q.

Overview

Since
its inception in February 1988, Genta has devoted its principal efforts toward
drug discovery and research and development. Gentas strategy is to build a
product and technology portfolio primarily focused on its cancer-related
products. Genta has been unprofitable to date and expects to incur substantial
operating losses due to continued requirements for ongoing and planned research
and development activities, pre-clinical and clinical testing, manufacturing
activities, regulatory activities and establishment of a sales and marketing
organization.  From our inception to
June 30, 2004, we have incurred a cumulative net loss of $365.0 million.  We have experienced significant quarterly
fluctuations in operating results and we expect that these fluctuations in
revenues, expenses and losses will continue.

Our
financial condition and results of operations in 2004 have been and will
continue to be significantly affected by FDA action with respect to Genasense®.
In late 2003 we filed a NDA for Genasense® to be used in combination
with dacarbazine for the treatment of patients with advanced melanoma who have
not previously received chemotherapy. 
The FDA accepted our NDA filing on February 5, 2004 and granted
Priority Review status to the application, which targeted an agency action on
or before June 8, 2004.  On February 10,
2004, we were invited by the FDA to meet on May 3, 2004 with the FDA Oncology
Drugs Advisory Committee (ODAC). On May 3, 2004 we presented results of our
Phase 3 trial of Genasense®

13

---

---

in combination with dacarbazine versus
dacarbazine alone to the ODAC. In the absence of increased survival, the
committee voted that the evidence presented did not provide substantial
evidence of effectiveness, as measured by response rate and progression-free
survival, to outweigh the increased toxicity of administering Genasense®
for the treatment of patients with metastatic melanoma who have not received
prior chemotherapy.  On May 13, 2004 the
Company announced that it had withdrawn its NDA. On the same day, the Company
initiated a series of steps that are designed to conserve cash in order to
focus on Genasense®. The Company reduced its workforce by 85
employees, or approximately 45%, including its field sales employees. The
Company also ceased actively marketing Ganite®, its only marketed
product.

Genasense®
is currently being studied in a number of clinical trials.  Together with Aventis and the National
Cancer Institute (NCI), the Company and its collaborators have completed or
are currently running randomized clinical trials in 6 different cancer
indications.  Highlights of the
randomized trials sponsored directly by the Company follow:

The Company
expects to report results in the fourth quarter of 2004 from a Phase 3 trial of
Genasense® plus chemotherapy in patients with multiple myeloma.
This trial is directed at patients whose disease has progressed despite
chemotherapy. A total of 224 patients were enrolled and a minimum of one year
of follow-up from time of randomization is now available for all patients. The
primary goal of this trial is to increase the time to progression of disease in
patients treated with Genasense® plus high-dose dexamethasone
compared with dexamethasone alone, secondary endpoints include overall
response, response duration, survival, and safety.

The Company
also expects to report results in the fourth quarter of 2004 from a Phase 3
trial of Genasense® plus chemotherapy in patients with chronic
lymphocytic leukemia. This trial is directed at patients whose disease has
progressed despite chemotherapy.  A
total of 241 patients were enrolled and a minimum of one year of follow-up for
randomization is now available in all patients.  The primary goal of this trial is to increase the proportion of
patients who achieve a complete (or nodular partial) response after treatment
with Genasense® plus fludarabine/cyclophosphamide compared with
fludarabine/cyclophosphamide alone.

Successful
results on either or both trials may enable the Company to file a NDA with the
FDA. If the FDA approves the NDA and qualifies our contract manufacturer,
(Avecia), then Aventis (Gentas commercialization partner) will begin to market
the product in the United States, Avecia will begin to manufacture the product,
and Genta will sell the product to Aventis. Genta will also earn a royalty from
Aventis on all sales of Genasense®.

Two other
randomized trials are being conducted by either the Company or the Cancer and
Leukemia Group B (CALGB), a major NCI-sponsored oncology cooperative group.  These trials differ from previous studies in
that they were not prospectively reviewed by FDA for registration suitability
prior to initiation.  Details of these
trials are as follows:

During June
2004, Genta completed enrollment in a randomized trial of Genasense®
plus docetaxel in patients with non-small cell lung cancer.   The study is jointly sponsored by Genta and
Aventis.  Patients who have failed
front-line chemotherapy were eligible for randomization into this study.  Patients were to receive a standard dose of
docetaxel and were randomly assigned to receive Genasense® or no
additional therapy.  A total of 298
patients were enrolled into this study. 
The primary objective is to increase overall survival in patients
treated with Genasense® plus chemotherapy compared with patients
treated with chemotherapy alone. Key secondary objectives include comparisons
of progression-free survival and objective response.

The CALGB
is running a trial in previously untreated patients with acute myeloid leukemia
who are over the age of 60.  All
patients in this trial receive standard chemotherapy with daunorubicin and
cytarabine and they are randomly assigned to receive additional treatment with
Genasense® or no other treatment. This trial is currently projected
to enroll up to approximately 500 patients. As yet, the CALGB has not released
expectations for enrollment completion. The primary endpoint is overall
survival.

14

---

---

Two
oncology cooperative groups, including a large European group (EORTC) and the
CALGB, are conducting exploratory randomized trials, as follows:

During the
second half of 2004, the Company anticipates completing enrollment in a
randomized trial of Genasense®plus chemotherapy in patients with
small cell lung cancer. The trial evaluates patients with extensive disease who
have not previously received chemotherapy. The trial will include approximately
55 patients and randomly assigns patients to receive Genasense® plus
chemotherapy with carboplatin and etoposide or chemotherapy alone.  The endpoint of the trial is to determine
the proportion of patients who have survived at least twelve months from the
date of randomization.  Given these timelines,
the minimum follow-up is currently projected to conclude during 2005.

A randomized
study in patients with hormone-refractory prostate cancer who have not
previously received chemotherapy is also being conducted. In this study, all
patients receive standard therapy with docetaxel and are randomly assigned to
receive Genasense® or no other treatment. The current sample size is
projected at 102 patients; the primary objective is to compare response rates.

Results of Operations for the Three Months Ended June 30, 2004 and 2003

| |                                                                                                                                                                           |  | Summary Operating Results
  For the three months ended June 30, |        
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------- | -------
| |                                                                                                                                                                           |  |                                                                 |        
| | ($ thousands)                                                                                                                                                             |  | Increase (Decrease)                                             |        
| |                                                                                                                                                                           |  |                                                                 |        
| |                                                                                                                                                                           |  | 2004                                                            |        
| |                                                                                                                                                                           |  |                                                                 |        
| | Revenues:                                                                                                                                                                 |  |                                                                 |        
| | Product
  sales - net                                                                                                                                                     |  | $                                                               | 251    
| | License
  fees and royalties                                                                                                                                              |  |                                                                 | 261    
| | Development
  funding                                                                                                                                                     |  |                                                                 | 1,049  
| |                                                                                                                                                                           |  |                                                                 |        
| | Net revenues                                                                                                                                                              |  |                                                                 | 1,561  
| |                                                                                                                                                                           |  |                                                                 |        
| | Cost of goods sold                                                                                                                                                        |  |                                                                 | 52     
| |                                                                                                                                                                           |  |                                                                 |        
| | Gross margin                                                                                                                                                              |  |                                                                 | 1,509  
| |                                                                                                                                                                           |  |                                                                 |        
| | Costs and expenses:                                                                                                                                                       |  |                                                                 |        
| | Research
  and development (including non-cash compensation expense of  $52 for the three
  months ended June 30, 2004 and June 30, 2003)                                 |  |                                                                 | 28,945 
| | Selling,
  general and administrative (including non-cash compensation expense of $21 and $92 for the three months ended June 30, 2004 and June 30, 2003,
  respectively) |  |                                                                 | 10,284 
| |                                                                                                                                                                           |  |                                                                 |        
| | Total costs and expenses -
  gross                                                                                                                                        |  |                                                                 | 39,229 
| | Less: Aventis reimbursement                                                                                                                                               |  |                                                                 | (8,531 
| |                                                                                                                                                                           |  |                                                                 |        
| | Total costs and expenses -
  net                                                                                                                                          |  |                                                                 | 30,698 
| |                                                                                                                                                                           |  |                                                                 |        
| | Other income, principally
  net interest income                                                                                                                           |  |                                                                 | 34     
| |                                                                                                                                                                           |  |                                                                 |        
| | Net loss                                                                                                                                                                  |  | $                                                               | (29,155
| |                                                                                                                                                                           |  |                                                                 |        

Net Revenues

Net
revenues, consisting of license fees and royalties, development funding and
product sales were $1.6 million for the three months ended June 30, 2004
compared to $1.3 million in for the three months ended June 30, 2003. The increase
resulted from sales of Ganite®, which we ceased actively marketing
in May 2004. License fees and development funding revenues are generated by the
initial $10.0 million licensing fee and $40.0 million development funding
received from Aventis in 2002 under the Collaborative Agreement while royalties
are generated by non-exclusive sub-license agreements involving antisense
technology. The initial payments received from Aventis are being recognized
over the original estimated useful life of the related first-to-expire patent
of 115 months.

15

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Research and Development Expenses

Research
and development expenses before reimbursement were $28.9 million for the three
months ended June 30, 2004 compared to $18.2 million from the same period one
year ago. Approximately $27.4 million or 95% of research and development
expenses before reimbursement were incurred on the Genasense®
project for the three months ended June 30, 2004. In May, approximately $7.0
million of vialed Genasense® product, which had been produced to be
commercial inventory, was expensed, as the vials will now be used in clinical
trials. Also, in accordance with accounting practice, $11.7 million of
Genasense® bulk drug substance was expensed. This material can be used to
produce commercial supplies of Genasense® drug product should one of the
pending clinical trials be positive and form the basis for a Genasense NDA
submission. For the three months ended June 30, 2004 and 2003, $9.0 million and
$19.8 million, respectively, of our research and development expenses are
reimbursable pursuant to our collaborative agreement with Aventis, with a net
expense reimbursement of $8.5 million expected to be paid by Aventis in the
third quarter of 2004.  In May, as a
part of the Companys reduction in workforce, the Company eliminated 27
positions classified as research and development positions, incurring severance
expenses of approximately $273 thousand. Research and development expenses for
severance committed to in May that will be paid after June 30 were
approximately $56 thousand.

In July,
Genta closed its laboratory operations in Salt Lake City, which had originated
in the August 2003 acquisition of Salus Therapeutics, Inc. With the elimination
of its Salt Lake City operations, the May reduction in staff and the
elimination of most programs other than Genasense®-related programs,
research and development expenses over future quarters are expected to be below
prior-year levels.  However, purchases
of drug material for clinical purposes and other non-routine activity may
result in fluctuations in any one particular quarter.

Due to the
significant risks and uncertainties inherent in the clinical development and
regulatory approval processes, the nature, timing and costs of the efforts
necessary to complete projects in development are not reasonably
estimable.  Results from clinical trials
may not be favorable.  Data from
clinical trials are subject to varying interpretation and may be deemed
insufficient by the regulatory bodies reviewing applications for marketing
approvals.  As such, clinical
development and regulatory programs are subject to risks and changes that may
significantly impact cost projections and timelines.

Selling, general and administrative expenses

Selling,
general and administrative expenses were $10.3 million for the three months
ended June 30, 2004 compared to $6.2 million for the three months ended June
30, 2003. Expenses substantially increased due to the existence of a sales
force, sales activities for Ganite®, and a larger administrative
staff through May. In May, the company eliminated its sales force and reduced
other administrative positions, incurring severance expenses of $664 thousand.
Selling, general and administrative expenses for severance committed to in May
that will be paid after June 30 were $171 thousand.  There were no sales and marketing related expenses reimbursable
at 100% pursuant to our collaborative agreement with Aventis for the three
months ended June 30, 2004, as sales and marketing related expenses related to
Genasense® are incurred by, billed to and paid by Aventis.

In addition
to eliminating its sales force, the Company withdrew marketing and other
support for Ganite®and began exploring its strategic options as
they relate to Ganite®.  The
elimination of the sales force, reduction of other administrative positions and
cessation of marketing support for Ganite® is expected to lead to
lower selling, general and administrative expenses in future quarters.

During the
months of May and June 2004, numerous complaints were filed in the United
States District Court for the District of New Jersey against Genta and certain
of our principal officers on behalf of purported classes of our shareholders
who purchased our securities during several class periods. The complaints
generally allege that we and certain of our principal officers violated the
federal securities laws by issuing materially false and misleading statements
regarding Genasense® for the treatment of advanced melanoma that had the
effect of artificially inflating the market price of our securities. The shareholder class action

16

---

---

complaints in the various actions seek monetary
damages in an unspecified amount and recovery of plaintiffs costs and
attorneys fees. In addition, two shareholder derivative actions have been
filed against the directors and certain officers of Genta in New Jersey state
and federal courts. Based on facts substantially similar to those asserted in
the shareholder class actions, the derivative plaintiffs claim that defendants
have breached their fiduciary duties to the shareholders and other violations
of New Jersey law. All of these actions are in their earliest stages and we
intend to defend them vigorously.

Under
Gentas directors and officers liability insurance coverage, the Company is
liable for the first $1.0 million of legal expenses. As it is reasonably
certain that the Company will incur these expenses, $1.0 million was recorded
during the three months ended June 30, 2004.

Aventis Reimbursement

Under the
Collaborative Agreement with Aventis, Aventis will pay 75% of U.S. NDA-directed
development costs incurred by either Genta or Aventis and 100% of all other
development, marketing and sales costs incurred within the U.S. and elsewhere,
as subject to the Collaborative Agreement. A breakdown of the various
third-party, drug supply costs and internal costs of scientific and technical
personnel, (Full-Time Equivalents or FTEs) that Aventis is required to
reimburse under our collaborative agreement with Aventis, follows:

|                           |  | Three months endedJune 30, |      
|-------------------------- |  | -------------------------- | -----
|($ thousands)              |  | 2004                       |      
|                           |  |                            |      
|Reimbursement to Genta     |  |                            |      
|Third-party costs          |  | $                          | 4,589
|Drug supply costs          |  |                            | 2,837
|FTEs                      |  |                            | 1,604
|                           |  |                            |      
|Amount due to Genta        |  |                            | 9,030
|                           |  |                            |      
|Reimbursement to Aventis   |  |                            | (499 
|                           |  |                            |      
|Net reimbursement to Genta |  | $                          | 8,531
|                           |  |                            |      

Purchases
of drug material for clinical purposes are expensed as incurred and are not
reimbursable pursuant to our collaborative agreement with Aventis until they
are used in clinical trials. Reimbursement to Aventis consists of our 25% share
of third party costs incurred by Aventis and internal costs of Aventiss
scientific and technical personnel.

Other Income

Net other
income for the three months ended June 30, 2004 declined $0.2 million, or 84%
from the comparable period in 2003, principally as a result of lower investment
balances.

Net Loss

Genta
incurred a net loss of $29.2 million, or $0.37 per share, for the three months
ended June 30, 2004, compared to a net loss of $3.4 million, or $0.05 per
share, for the three months ended June 30, 2003. The increase in net loss and
per share net loss to common shareholders was primarily due to the
reclassification of inventory to research and development expense, lower
Aventis reimbursement of research and development expenses and higher selling,
general and administrative expenses described above.

17

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Results of Operations for the Six Months
Ended June 30, 2004 and 2003

| |                                                                                                                                                                                                 |  | Summary Operating Results         |        
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | -------
| | ($ thousands)                                                                                                                                                                                   |  | For the six months ended June 30, |        
| |                                                                                                                                                                                                 |  |                                   |        
| |                                                                                                                                                                                                 |  | Increase (Decrease)               |        
| |                                                                                                                                                                                                 |  |                                   |        
| |                                                                                                                                                                                                 |  | 2004                              |        
| |                                                                                                                                                                                                 |  |                                   |        
| | Revenues:                                                                                                                                                                                       |  |                                   |        
| | Product
  sales  net                                                                                                                                                                           |  | $                                 | 624    
| | License
  fees and royalties                                                                                                                                                                    |  |                                   | 522    
| | Development
  funding                                                                                                                                                                           |  |                                   | 2,097  
| |                                                                                                                                                                                                 |  |                                   |        
| | Net revenues                                                                                                                                                                                    |  |                                   | 3,243  
| |                                                                                                                                                                                                 |  |                                   |        
| | Cost of goods sold                                                                                                                                                                              |  |                                   | 146    
| |                                                                                                                                                                                                 |  |                                   |        
| | Gross margin                                                                                                                                                                                    |  |                                   | 3,097  
| |                                                                                                                                                                                                 |  |                                   |        
| | Costs and expenses:                                                                                                                                                                             |  |                                   |        
| | Research
  and development (including non-cash compensation
          expense of $104 for the six
  months ended June 30, 2004 and
          June 30, 2003)                                     |  |                                   | 41,297 
| | Selling,
  general and administrative (including non-cash compensation 
          expense of $39 and $184 for
  the six months ended June 30,
          2004 and June 30, 2003,
  respectively) |  |                                   | 19,507 
| |                                                                                                                                                                                                 |  |                                   |        
| | Total costs and expenses -
  gross                                                                                                                                                              |  |                                   | 60,804 
| | Less: Aventis reimbursement                                                                                                                                                                     |  |                                   | (15,964
| |                                                                                                                                                                                                 |  |                                   |        
| | Total costs and expenses -
  net                                                                                                                                                                |  |                                   | 44,840 
| |                                                                                                                                                                                                 |  |                                   |        
| | Other income, principally
  net interest income                                                                                                                                                 |  |                                   | 56     
| |                                                                                                                                                                                                 |  |                                   |        
| | Net loss                                                                                                                                                                                        |  | $                                 | (41,687
| |                                                                                                                                                                                                 |  |                                   |        

Net Revenues

Net
revenues, consisting of license fees and royalties, development funding and
product sales were $3.2 million for the six months ended June 30, 2004 compared
to $2.6 million in for the six months ended June 30, 2003. The increase resulted
from sales of Ganite®, which we ceased actively marketing in May
2004. License fees and development funding revenues are generated by the
initial $10.0 million licensing fee and $40.0 million development funding
received from Aventis in 2002 under the Collaborative Agreement while royalties
are generated by non-exclusive sub-license agreements involving antisense
technology. The initial payments received from Aventis are being recognized
over the original estimated useful life of the related first-to-expire patent
of 115 months.

Research and Development Expenses

Research
and development expenses before reimbursement were $41.3 million for the six
months ended June 30, 2004 compared to $33.7 million for the six months ended
June 30, 2003. Approximately $38.2 million or 92% of research and development
expenses before reimbursement were incurred on the Genasense®
project for the six months ended June 30, 2004. Of the $41.3 million in
research and development expenses for the six months ended June 30, 2004, $16.9
million is reimbursable pursuant to our collaborative agreement with Aventis,
with a net expense reimbursement of $8.5 million expected to be paid by Aventis
in the third quarter of 2004.

Due to the
significant risks and uncertainties inherent in the clinical development and
regulatory approval processes, the nature, timing and costs of the efforts
necessary to complete projects in development are not reasonably
estimable.  Results from clinical trials
may not be favorable.  Data from
clinical trials are subject to varying interpretation and may be deemed
insufficient by the regulatory bodies reviewing applications for marketing
approvals.  As such, clinical
development and regulatory programs are subject to risks and changes that may
significantly impact cost projections and timelines.

18

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Selling, general and administrative expenses

Selling,
general and administrative expenses were $19.5 million for the six months ended
June 30, 2004 compared to $11.1 million for the six months ended June 30, 2003.
Expenses substantially increased due to the existence of a sales force through
May, Ganite® selling activities through May, a larger administrative
staff through May and the $1.0 million legal charge related to the class-action
lawsuits.

Aventis Reimbursement

Under
the Collaborative Agreement with Aventis, Aventis will pay 75% of U.S.
NDA-directed development costs incurred by either Genta or Aventis and 100% of
all other development, marketing and sales costs incurred within the U.S. and
elsewhere as subject to the Collaborative Agreement. A breakdown of the various
third-party, drug supply costs and internal costs of scientific and technical
personnel, (Full-Time Equivalents or FTEs) that Aventis is required to
reimburse under our collaborative agreement with Aventis, follows:

|($ thousands)              |  | Six months endedJune 30, |       
|-------------------------- |  | ------------------------ | ------
|                           |  | 2004                     |       
|                           |  |                          |       
|Reimbursement to Genta     |  |                          |       
|Third-party
  costs        |  | $                        | 10,953
|Drug
  supply costs        |  |                          | 2,593 
|FTEs                      |  |                          | 3,334 
|                           |  |                          |       
|Amount
  due to Genta      |  |                          | 16,880
|                           |  |                          |       
|Reimbursement to Aventis   |  |                          | (916  
|                           |  |                          |       
|Net reimbursement to Genta |  | $                        | 15,964
|                           |  |                          |       

Reimbursement
to Aventis is comprised of our 25% share of third party costs incurred by
Aventis and internal costs of Aventiss scientific and technical personnel.

Other Income

Net other
income for the six months ended June 30, 2004 declined $0.5 million, or 89%
from the comparable period in 2003, principally as a result of lower investment
balances and higher borrowings from Aventis.

Net Loss

Genta
incurred a net loss of $41.7 million, or $0.53 per share, for the three months
ended June 30, 2004, compared to a net loss of $13.0 million, or $0.18 per
share, for the three months ended June 30, 2003. The increase in net loss and
per share net loss to common shareholders was primarily due to the
reclassification of inventory to research and development expense,  lower Aventis reimbursement of research and
development expenses and higher selling, general and administrative expenses
described above.

Liquidity and Capital Resources

At June 30,
2004, the Company had cash, cash equivalents and marketable securities totaling
$50.2 million compared to $82.9 million at December 31, 2003.

During the
first six months of 2004, cash flow used in operating activities was $31.4
million, primarily resulting from a net loss of $29.9 million. The Company had
proceeds of $59.2 million from the sale of marketable securities.

19

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At June 30,
2004, the Company had $35.5 million outstanding on a line of credit that was
issued in connection with an amendment, dated March 14, 2003, to the
Collaborative Agreement that established a line of credit related to the
development, manufacturing and commercialization of Genasense®
(Aventis Line of Credit). Of the $35.5 million, $35.0 million is recorded as
short-term debt and $0.5 million is recorded as accrued interest. This revolving
debt is considered an advance against both past and future costs and the
borrowing base is adjusted on a monthly basis. At the time of Genasense®
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  (1) the receipt of Genasense® NDA approval in the
U.S., (2) notice given by either Genta or Aventis of the termination of the
Collaborative Agreement,  (3) notice
given by Genta of the termination of the Aventis Line of Credit, (4) various
default provisions or (5) December 31, 2004. Depending on the circumstances,
repayment is due immediately or up to six months after the termination of the
Aventis Line of Credit. As security for the repayment of the Aventis Line of
Credit, Genta has granted Aventis a security interest in all of its accounts
and/or other rights to payments under the Collaborative Agreement as well as
all inventory related to Genasense®.

As a result of the
reclassification of the $35.0 million outstanding under the Aventis Line of Credit as short-term debt,
working capital as of June 30, 2004 was $1.4 million.

Although no
assurances can be expressed, management believes that at the current rate of
spending, after giving effect to our recent cost-control steps and coupled with
our Aventis relationship, the Company should have sufficient cash funds to
maintain its present operations through mid-2005. Our principal expenditures
relate to our research and development activities, primarily focused on
Genasense®, which include our ongoing and future clinical
trials.  We expect these expenditures to
continue. If we obtain NDA approval of Genasense®, Aventis milestone
payments and other funding available to the Company should provide sufficient
capital resources. It is likely that the Company will seek additional external
financing sometime in 2005.

If we obtain NDA
approval of Genasense®we also anticipate seeking additional product
development opportunities through potential acquisitions or investments.  Such acquisitions or investments may consume
cash reserves or require additional cash or equity.  Our working capital and additional funding requirements will
depend upon numerous factors, including: (i) the progress of our research and
development programs; (ii) the timing and results of pre-clinical testing and
clinical trials; (iii) the level of resources that we devote to sales and
marketing capabilities; (iv) technological advances; (v) the activities of
competitors; (vi) our ability 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 and (vii) legal costs and the
outcome of outstanding legal proceedings.

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 mandatorily redeemable
preferred stock, preferred securities of subsidiary trusts and the accounting
for forward purchase contracts issued by a company in its own stock among other
issues.  SFAS No. 150 does not apply to
features that are embedded in a financial instrument that is not a derivative
in its entirety and requires all preferred securities of subsidiary trusts to
be classified as debt on the consolidated balance sheet and the related
dividends as interest expense.  The
Company adopted the provisions of SFAS No. 150, including the deferral of
certain effective dates as a result of the provisions of FASB Staff Position 150-3,
Effective Date, Disclosures, and Transition
for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities
and Certain Mandatorily Redeemable Noncontrolling Interests Under FASB
Statement No. 150 Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity.  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

20

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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. 46 Consolidation
of Variable Interest Entities. 
This interpretation defines when a business must consolidate a variable
interest entity.  This interpretation
applies immediately to variable interest entities created after January 31,
2003 and became effective for all other transactions as of July 1, 2003.  However, in October 2003 the FASB permitted
companies to defer the July 1, 2003 effective date to December 31, 2003.  Again in December 2003, the FASB permitted
companies to defer the December 31, 2003 effective date, in certain
circumstances, to the first interim or annual period ending after March 15,
2004.  The Company has determined that
it is not reasonably probable that it will be required to consolidate or
disclose information about a variable interest entity.

Item 3.  Quantitative
and Qualitative Disclosures about Market Risk

Our
carrying values of cash, marketable securities, accounts payable, accrued
expenses and debt are a reasonable approximation of their fair value.  The estimated fair values of financial
instruments have been determined by us using available market information and
appropriate valuation methodologies (see Note 2 to our financial statements).

However,
considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates utilized in the
consolidated financial statements are not necessarily indicative of the amounts
that we could realize in a current market exchange.  We have not entered into, and do not expect to enter into,
financial instruments for trading or hedging purposes.  We do not currently anticipate entering into
interest rate swaps and/or similar instruments.

Genta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. We have no material currency exchange or interest rate risk
exposure as of June 30, 2004.  Therefore
there will be no ongoing exposure to material adverse effect on our business,
financial condition or results of operation for sensitivity to changes in
interest rates or to changes in currency exchange rates.

Item 4.  Controls
and Procedures

Evaluation
of disclosure controls and procedures.Gentas
Chief Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report (the Evaluation Date), have concluded that as of the
Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information relating to the Company would be
made known to them by others within the Company.

Changes
in internal controls.There
were no significant changes in our internal controls or, to our knowledge, in
other factors that could significantly affect the Companys disclosure controls
and procedures during the period covered by this report.

21

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PART
II               OTHER
INFORMATION

Item 1.  Legal
Proceedings

During the
months of May and June 2004, numerous complaints were filed in the United
States District Court for the District of New Jersey against Genta and certain
of our principal officers on behalf of purported classes of our shareholders
who purchased our securities during several class periods. The complaints
generally allege that we and certain of our principal officers violated the
federal securities laws by issuing materially false and misleading statements
regarding Genasense® for the treatment of advanced melanoma that had
the effect of artificially inflating the market price of our securities. The
shareholder class action complaints in the various actions seek monetary
damages in an unspecified amount and recovery of plaintiffs costs and
attorneys fees. In addition, two shareholder derivative actions have been
filed against the directors and certain officers of Genta in New Jersey state and
federal courts. Based on facts substantially similar to those asserted in the
shareholder class actions, the derivative plaintiffs claim that defendants have
breached their fiduciary duties to the shareholders and other violations of New
Jersey law. All of these actions are in their earliest stages and we intend to
defend them vigorously.

Item 2.  Changes
in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

| | (c) During
  the three months ended June 30, 2004, the Company issued and sold 2,571,704
  shares of Common Stock upon exercise of warrants without registration in
  reliance upon Section 4(2) of the Securities Act.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                                                                                                                                                                      | (a) The
  Company held its Annual Meeting of Stockholders (the Annual Meeting) on
  June 23, 2004.                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                      | (b) Proxies
  for the meeting were solicited pursuant to Regulation 14A of the Exchange
  Act. There was no solicitation in opposition to the Board of Directors
  nominees for directors listed in the definitive proxy statement of the
  Company dated as of April 30, 2004. All of the Board of Directors nominees
  were elected.
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                      | (c) Briefly
  described below is each matter voted upon at the Annual Meeting.                                                                                                                                                                                                                                                          
|                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                         
|(i)
  Election of eight directors. Total combined voting power of the shares of
  Common Stock voted and withheld for the election of each director was as
  follows:

| | Directors                       |  | Votes For |            | Withheld | 
| | ------------------------------- |  | --------- | ---------- | -------- | 
| |                                 |  |           |            |          | 
| |                                 |  |           |            |          | 
| | Raymond P.
  Warrell, Jr., M.D. |  |           | 63,647,091 |          | 
| | Jerome E.
  Groopman, M.D.      |  |           | 64,063,871 |          | 
| | Betsy
  McCaughey, Ph.D.        |  |           | 64,068,166 |          | 
| | Peter T.
  Tattle               |  |           | 64,079,281 |          | 
| | Daniel D.
  Von Hoff, M.D.      |  |           | 63,812,826 |          | 
| | Harlan J.
  Wakoff              |  |           | 64,045,985 |          | 
| | Douglas G.
  Watson             |  |           | 63,765,394 |          | 
| | Michael S.
  Weiss              |  |           | 63,784,352 |          | 

(ii)
Approval of an amendment to the Companys Certificate of Incorporation to
increase the number of authorized shares of Common Stock available for
issuance. The result of the voting was as follows:

| | For:     | 62,403,291 votes | 
| | -------- | ---------------- | 
| | Against: | 5,275,493 votes  | 
| | Abstain: | 587,006 votes    | 

22

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(iii)
Approval of an amendment to the Companys 1998 Stock Incentive Plan to increase
the number of shares authorized for issuance thereunder. The result of the
voting was as follows:

| | For:     | 30,432,857 votes | 
| | -------- | ---------------- | 
| | Against: | 7,359,562 votes  | 
| | Abstain: | 957,746 votes    | 

(iv)
Approval of an amendment to the Companys Non-Employee Directors 1998 Stock
Option Plan with respect to the annual stock options granted under the plan The
result of the voting was as follows:

| | For:     | 31,286,433 votes | 
| | -------- | ---------------- | 
| | Against: | 6,813,368 votes  | 
| | Abstain: | 650,364 votes    | 

(v)
Ratification of the selection of Deloitte & Touche LLP as the Companys
independent auditors for the fiscal year ending December 31, 2004. The result
of  the voting was as follows:

| | For:     | 66,893,850 votes | 
| | -------- | ---------------- | 
| | Against: | 760,611 votes    | 
| | Abstain: | 611,329 votes    | 

Item 6.  Exhibits
and Reports on Form 8-K

| | (a) | Exhibits
| | --- | --------

| | Exhibit
  Number |  | Description of Document                                                                                                                                                                                                                                       
| | ---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                  |  |                                                                                                                                                                                                                                                               
| | 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)          

23

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| | Exhibit
  Number |  | Description of Document                                                                                                                                                                                                
| | ---------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                  |  |                                                                                                                                                                                                                        
| | 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, Commission File 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, Commission File No. 333-110238)
| | 3.1.k            |  | Certificate of
  Amendment of Restated Certificate of Incorporation of the Company                                                                                                                                     
| | 3.2              |  | Amended and
  Restated Bylaws of the Company                                                                                                                                                                           
| | 31.1             |  | Certification
  by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002                                                                                                                 
| | 31.2             |  | Certification
  by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
  of 2002                                                                                                                 
| | 32.1             |  | Certification
  by 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 Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                  

24

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SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized

|Date: August
  6, 2004 |                                                                    
|---------------------- | -------------------------------------------------------------------
|                       | Genta Incorporated                                                 
|                       |                                                                    
|                       |                                                                    
|                       | /s/ RAYMOND
  P. WARRELL, JR., M.D.                                
|                       |                                                                    
|                       | Raymond P.
  Warrell, Jr., M.D.                                    
|                       | Chairman and
  Chief Executive Officer                             
|                       |                                                                    
|                       |                                                                    
|Date: August
  6, 2004 |                                                                    
|                       | /s/ WILLIAM
  P. KEANE                                             
|                       |                                                                    
|                       | William P.
  Keane                                                 
|                       | Vice
  President, Chief Financial Officer and
  Corporate Secretary

25

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| | Exhibit
  Index 
| | ----------------
| |                 
| | Exhibit
  Number
| |                 
| | 3.1.a           
| | 3.1.b           
| | 3.1.c           
| | 3.1.d           
| | 3.1.e           
| | 3.1.f           
| | 3.1.g           
| | 3.1.h           
| | 3.1.i           
| | 3.1.j           
| | 3.1.k           
| | 3.2             
| | 31.1            
| | 31.2            
| | 32.1            
| | 32.2            

26

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(b) Reports
on Form 8-K.

On April
30, 2004 the Company furnished a current report on Form 8-K disclosing a press
release regarding the Companys first quarter 2004 financial results.

On April
30, 2004 the Company filed a current report on Form 8-K disclosing a press
release that announced that the United States Food and Drug Administration
(FDA) had posted on its website briefing documents for the Oncologic Drugs
Advisory Committee (ODAC) meeting on Monday, May 3, 2004.

On May 3,
2004 the Company filed a current report on form 8-K disclosing a press release
that announced that Genta and Aventis had presented results of their Phase 3
trial of Genasense®
in combination with dacarbazine versus dacarbazine alone at the ODAC.  On May 13, 2004 the Company filed a current
report on Form 8-K disclosing a press release that announced that the Company
had initiated a series of steps that are designed to conserve cash in order  to focus on Genasense®.

On May 14,
2004 the Company filed a current report on Form 8-K disclosing a press release
that announced that the Company had notified the U.S. Food and Drug
Administration (FDA) of its decision to withdraw a New Drug Application (NDA)
for Genasense®.

On June 1,
2004 the Company filed a current report on Form 8-K disclosing a press release
that announced that Genta and Aventis had terminated the Expanded Access
Program (EAP) for Genasense® in combination with dacarbazine (DTIC).

On June 7,
2004 the Company filed a current report on Form 8-K disclosing a press release
that announced the presentation of updated results from its Phase 3 randomized
trial of Genasense® plus dacarbazine in patients with advanced melanoma.

On June 21,
2004 the Company filed a current report on Form 8-K disclosing a press release
that announced that the Company would provide an audio webcast of its 2004
Annual Meeting of Shareholders.

27

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