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

FORM 10-Q

(Mark One)

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

For the
quarterly period ended March 31, 2005

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 þ | 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
      þ | No o
|----------- | ----

As
  of April 29, 2005, the registrant had 95,358,215 shares of common stock outstanding.

---

---



Genta
IncorporatedINDEX TO FORM 10-Q

|PART
      I.  | FINANCIAL
      INFORMATION                                       |  |  |    |    | 
|-------------- | ----------------------------------------------------------------- |  |  | -- | -- | 
|               |                                                                   |  | 
|Item
      1.  | Financial
      Statements:                                       |  | 
|               |                                                                   |  | 
|               | Consolidated
      Balance Sheets at March 31, 2005               |  | 
|               | and
      December 31, 2004                                       |  |  |    | 3  | 
|               |                                                                   |  | 
|               | Consolidated
      Statements of Operations for the               |  | 
|               | Three
      Months Ended March 31, 2005 and 2004                  |  |  |    | 4  | 
|               |                                                                   |  | 
|               | Consolidated
      Statements of Cash Flows for the               |  | 
|               | Three
      Months Ended March 31, 2005 and 2004                  |  |  |    | 5  | 
|               |                                                                   |  |  |    |    | 
|               | Notes
      to Consolidated Financial Statements                  |  |  |    | 6  | 
|               |                                                                   |  | 
|Item
      2.  | Managements
      Discussion and Analysis of Financial Condition |  | 
|               | and
      Results of Operations                                   |  |  |    | 14 | 
|               |                                                                   |  |  |    |    | 
|Item
      3.  | Quantitative
      and Qualitative Disclosures about Market Risk  |  |  |    | 20 | 
|               |                                                                   |  |  |    |    | 
|Item
      4.  | Controls
      and Procedures                                     |  |  |    | 20 | 
|               |                                                                   |  | 
|PART
      II. | OTHER
      INFORMATION                                           |  | 
|               |                                                                   |  |  |    |    | 
|Item
      1.  | Legal
      Proceedings                                           |  |  |    | 22 | 
|               |                                                                   |  |  |    |    | 
|Item
      6.  | Exhibits                                                          |  |  |    | 22 | 
|               |                                                                   |  |  |    |    | 
|SIGNATURES     |                                                                   |  |  | 24 |   
|               |                                                                   |  |  |    |    | 
|CERTIFICATIONS |                                                                   |  |  | 26 |   

2

---



Table
  of Contents

|PART
      I.  | FINANCIAL
      INFORMATION                                                                                                                                  
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                              
|Item
      1.  | Financial
      Statements:                                                                                                                                  
|               |                                                                                                                                                              
|               | Consolidated
      Balance Sheets at March 31, 2005                                                                                                          
|               | and
      December 31, 2004                                                                                                                                  
|               |                                                                                                                                                              
|               | Consolidated
      Statements of Operations for the                                                                                                          
|               | Three
      Months Ended March 31, 2005 and 2004                                                                                                             
|               |                                                                                                                                                              
|               | Consolidated
      Statements of Cash Flows for the                                                                                                          
|               | Three
      Months Ended March 31, 2005 and 2004                                                                                                             
|               |                                                                                                                                                              
|               | Notes
      to Consolidated Financial Statements                                                                                                             
|               |                                                                                                                                                              
|Item
      2.  | Managements
      Discussion and Analysis of Financial Condition                                                                                            
|               | and
      Results of Operations                                                                                                                              
|               |                                                                                                                                                              
|Item 3.        | Quantitative
      and Qualitative Disclosures about Market Risk                                                                                             
|               |                                                                                                                                                              
|Item 4.        | Controls
      and Procedures                                                                                                                                
|               |                                                                                                                                                              
|PART
      II. | OTHER
      INFORMATION                                                                                                                                      
|               |                                                                                                                                                              
|Item 1.        | Legal
      Proceedings                                                                                                                                      
|               |                                                                                                                                                              
|Item 6.        | Exhibits                                                                                                                                                     
|               |                                                                                                                                                              
|SIGNATURES    
|               |                                                                                                                                                              
|CERTIFICATIONS
|              
|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



---



GENTA
INCORPORATED CONSOLIDATED BALANCE SHEETS

|(In thousands, except
      par value data)                             |  |  |                            |          |                               |  
|----------------------------------------------------------------------- |  |  | -------------------------- | -------- | ----------------------------- | -
|ASSETS                                                                  |  |  | March
      31,
      2005 |          | December
      31,
      2004 |  
|                                                                        |  |  |                            |          |                               |  
|                                                                        |  |  | (Unaudited)                |          |                               |  
|Current
      assets:                                                   |  |  |                            |          |                               |  
|Cash
      and cash equivalents                                         |  |  | $                          | 15,522   |                               | $
|Marketable
      securities (Note 3)                                    |  |  |                            | 15,693   |                               |  
|Inventory
      (Note 4)                                                |  |  |                            | 339      |                               |  
|Prepaid
      expenses and other current assets                         |  |  |                            | 1,326    |                               |  
|                                                                        |  |  |                            |          |                               |  
|Total
      current assets                                              |  |  |                            | 32,880   |                               |  
|Property
      and equipment, net (Note 5)                              |  |  |                            | 2,335    |                               |  
|Intangibles,
      net (Note 6)                                         |  |  |                            | 142      |                               |  
|Prepaid
      royalties                                                 |  |  |                            | 1,268    |                               |  
|Other
      assets                                                      |  |  |                            | 1,626    |                               |  
|                                                                        |  |  |                            |          |                               |  
|Total
      assets                                                      |  |  | $                          | 38,251   |                               | $
|                                                                        |  |  |                            |          |                               |  
|                                                                        |  | 
|LIABILITIES
      AND STOCKHOLDERS EQUITY                              |  | 
|                                                                        |  | 
|Current
      liabilities:                                              |  | 
|Accounts
      payable and accrued expenses                             |  |  | $                          | 10,277   |                               | $
|Deferred
      revenues, current portion                                |  |  |                            | 7,790    |                               |  
|Notes
      payable                                                     |  |  |                            | 289      |                               |  
|Short
      term debt (Note 7)                                          |  |  |                            | 4,114    |                               |  
|                                                                        |  |  |                            |          |                               |  
|Total
      current liabilities and total liabilities                   |  |  |                            | 22,470   |                               |  
|                                                                        |  |  |                            |          |                               |  
|Commitments
      and contingencies (Note 11)                           |  | 
|                                                                        |  | 
|Stockholders
      equity:                                             |  | 
|Series
      A convertible preferred stock, $.001 par value;            |  |  |                            |          |                               |  
|5,000
      shares authorized, 10 shares issued and outstanding,        |  |  |                            |          |                               |  
|liquidation
      value of $485 at March 31, 2005 and December 31, 2004 |  |  |                            |         |                               |  
|Common
      stock, $.001 par value; 150,000 shares authorized,         |  | 
|95,358
      shares issued and outstanding at March 31, 2005            |  | 
|and
      December 31, 2004                                             |  |  |                            | 95       |                               |  
|Additional
      paid-in capital                                        |  |  |                            | 357,714  |                               |  
|Accumulated
      deficit                                               |  |  |                            | (341,959 | )                             |  
|Deferred
      compensation                                             |  |  |                            | (30      | )                             |  
|Accumulated
      other comprehensive loss                              |  |  |                            | (39      | )                             |  
|                                                                        |  |  |                            |          |                               |  
|Total
      stockholders equity                                        |  |  |                            | 15,781   |                               |  
|                                                                        |  |  |                            |          |                               |  
|Total
      liabilities and stockholders equity                        |  |  | $                          | 38,251   |                               | $
|                                                                        |  |  |                            |          |                               |  

See
accompanying notes to consolidated financial statements.

3

---



GENTA
INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                                           |  |  | Three
      Months Ended March 31, |       
|-------------------------------------------------------------------------- |  |  | ---------------------------------- | ------
|(In thousands, except
      per share data)                                |  |  | 2005                               |       
|                                                                           |  |  |                                    |       
|                                                                           |  |  | (Unaudited)                        |       
|Revenues:                                                                  |  |  |                                    |       
|License
      fees and royalties                                           |  |  | $                                  | 3,684 
|Development
      funding                                                  |  |  |                                    | 14,754
|Product
      sales - net                                                  |  |  |                                    | 76    
|                                                                           |  |  |                                    |       
|Total
      revenues                                                       |  |  |                                    | 18,514
|                                                                           |  |  |                                    |       
|Cost
      of goods sold                                                   |  |  |                                    | 15    
|                                                                           |  |  |                                    |       
|Gross
      margin                                                         |  |  |                                    | 18,499
|                                                                           |  | 
|Costs
      and expenses:                                                  |  | 
|Research
      and development (including non-cash compensation expense    |  | 
|related
      to certain stock options issued in 1999 and 2000 of $52      |  | 
|for
      the three months ended March 31, 2004)                           |  |  |                                    | 3,870 
|                                                                           |  | 
|Selling,
      general and administrative (including non-cash compensation |  | 
|expense
      related to certain stock options issued in 1999 and 2000     |  | 
|of
      $11 and $18 for the three months ended March 31, 2005             |  | 
|and
      March 31, 2004, respectively)                                    |  |  |                                    | 3,986 
|                                                                           |  |  |                                    |       
|Total
      costs and expenses - gross                                     |  |  |                                    | 7,856 
|Aventis
      reimbursement                                                |  |  |                                    | (3,252
|                                                                           |  |  |                                    |       
|Total
      costs and expenses - net                                       |  |  |                                    | 4,604 
|                                                                           |  |  |                                    |       
|Other
      income                                                         |  |  |                                    | 130   
|                                                                           |  |  |                                    |       
|Net income/(loss)                                                          |  |  |                                    | 14,025
|                                                                           |  |  |                                    |       
|                                                                           |  |  |                                    |       
|Net
      income/(loss) per basic and diluted share (Note 9)               |  |  | $                                  | 0.15  
|                                                                           |  |  |                                    |       
|Shares
      used in computing net income/(loss) per                       |  | 
|basic
      and diluted share                                              |  |  |                                    | 95,358
|                                                                           |  |  |                                    |       

See
accompanying notes to consolidated financial statements.

4

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GENTA
INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                    |  |  | Three
      Months Ended March 31, |        
|----------------------------------------------------------------------------------- |  |  | ---------------------------------- | -------
|(In thousands)                                                                      |  |  | 2005                               |        
|                                                                                    |  |  |                                    |        
|                                                                                    |  |  | (Unaudited)                        |        
|Operating
      activities:                                                         |  |  |                                    |        
|Net income/(loss)                                                                   |  |  | $                                  | 14,025 
|Items
      reflected in net income/(loss) not requiring cash:                      |  | 
|Depreciation
      and amortization                                                 |  |  |                                    | 663    
|Non-cash
      reimbursement of research & development expense (Note 7)             |  |  |                                    | (3,252 
|Amortization
      of deferred revenues                                             |  |  |                                    | (18,438
|Compensation
      expense related to certain stock options issued in 1999 and 2000 |  |  |                                    | 11     
|Changes
      in operating assets and liabilities:                                  |  | 
|Accounts
      receivable                                                           |  |  |                                    |       
|Inventory
      (Note 4)                                                            |  |  |                                    | 15     
|Notes
      receivable                                                              |  |  |                                    |       
|Prepaid
      expenses and other current assets                                     |  |  |                                    | 584    
|Accounts
      payable and accrued expenses                                         |  |  |                                    | (4,093 
|Other
      assets                                                                  |  |  |                                    | (6     
|                                                                                    |  |  |                                    |        
|Net cash
      used in operating activities                                         |  |  |                                    | (10,491
|                                                                                    |  |  |                                    |        
|Investing
      activities:                                                         |  | 
|Purchase
      of marketable securities (Note 3)                                    |  |  |                                    | (9,942 
|Maturities
      and sales of marketable securities (Note 3)                        |  |  |                                    |       
|Purchase
      of property and equipment                                            |  |  |                                    | (7     
|                                                                                    |  |  |                                    |        
|Net cash
      (used in)/provided by investing activities                           |  |  |                                    | (9,949 
|                                                                                    |  |  |                                    |        
|Financing
      activities:                                                         |  | 
|Repayments
      of note payable                                                    |  |  |                                    | (527   
|Deferred
      financing costs                                                      |  |  |                                    |       
|Issuance
      of common stock upon exercise of warrants and options                |  |  |                                    |       
|                                                                                    |  |  |                                    |        
|Net cash
      (used in)/provided by financing activities                           |  |  |                                    | (527   
|                                                                                    |  |  |                                    |        
|Decrease/(increase)
      in cash and cash equivalents                              |  |  |                                    | (20,967
|Cash
      and cash equivalents at beginning of period                              |  |  |                                    | 36,489 
|                                                                                    |  |  |                                    |        
|Cash
      and cash equivalents at end of period                                    |  |  | $                                  | 15,522 
|                                                                                    |  |  |                                    |        

See
accompanying notes to consolidated financial statements

5

---



GENTA
INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005 (Unaudited)

|1. |  | Organization and Business
|-- |  | -------------------------

Genta
Incorporated  (Genta or  the  Company)  is  a  biopharmaceutical
company  engaged in  pharmaceutical  (drug)  research and  development,  its sole
reportable  segment.  The  Company is dedicated to the  identification,  development  and
commercialization  of novel drugs for the  treatment of cancer  and related diseases.

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 in one or more  indications.  Achievement  of  profitability  for the
Company is  dependent on the timing  of  Genasense® regulatory  approvals  in the
U.S. and outside  the U.S.

Genta
has  completed  and announced the results of Phase 3  trials of Genasense in combination
with  chemotherapy  in the  treatment  of  malignant  melanoma,  chronic  lymphocytic
leukemia  (CLL)  and  multiple  myeloma.  The  Company  is  currently  evaluating
possible regulatory filings in the U.S.  and/or Europe for approvals of Genasense in
combination  with  chemotherapy  for  the  treatment  of  CLL  and  malignant  melanoma.
In  addition  to the  three  Phase  3  trials,  the  Company  is  conducting  (under  its
own  sponsorship  or  in  conjunction  with  various  cooperative  groups)  randomized
trials in  non-small  cell lung  cancer  (NSCLC),  small  cell  lung  cancer  (SCLC),
acute  myeloid  leukemia  (AML)  and  prostate  cancer.  Genta  is  also  conducting  a
number  of  non-randomized  clinical  trials  in  patients  with  various  types  of
cancer,  either  under  its own  sponsorship  or in  collaboration with the National
Cancer Institute (NCI).

Genta
markets  Ganite® (gallium  nitrate  injection)  for  the treatment of  cancer-related
hypercalcemia.  In May 2004,  the  Company  eliminated  its sales  force  and
significantly  reduced its marketing support for Ganite®.

A
significant  source of funds  during  the last  several  years  has  been  from  the
Companys  collaboration  with  Aventis,  a member of the  sanofi-aventis  Group  (Aventis),
regarding  the  development  and  commercialization  of  Genasense®.  On November 8,
2004 Aventis gave six-month notice  to  Genta  that  it  was  terminating  its
collaborative  agreements  with the  Company.  Pursuant to those  agreements,  Aventis
continued  to  fund  ongoing  development  activities  through  the  termination  notice
period.  Although  no  assurances can be expressed,  management  believes that at the
current rate of spending,  the Company should have  sufficient  cash funds to maintain
its present  operations  through  2005.  There are a number of  alternatives  available
to the Company  to  sustain  its  operations  beyond  2005  should  there be a  delay in
approval of Genasense®.

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.

6

---



|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 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  to  the  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, 2004.  Results for interim  periods are not  necessarily  indicative  of  results
for the full  year.  The  Company has  experienced  significant  quarterly  fluctuations
in operating  results and it expects those  fluctuations  will  continue.

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  would jointly  develop and  commercialize  Genasense® in the
U.S.,  and  Aventis  would  have  exclusive  development  and  marketing  rights  to  the
compound  in all  countries  outside  of  the  U.S.  Under  the  Collaborative
Agreement,  Aventis  would  pay  75%  of  U.S.  New  Drug  Application  (NDA)-directed
development  costs  incurred  by  either Genta or Aventis,  subsequent  to the  execution
of the  Collaborative  Agreement,  and 100% of all other  development,  marketing,  and
sales  costs  incurred  within  the U.S.  and  elsewhere  as  subject  to  the
Collaborative  Agreement.  On  November 8, 2004 Aventis gave  six-month  notice to Genta
that  it  was  terminating  its  Collaborative  Agreement  with  the  Company.  Under the
terms of the agreement,  Aventis continued  to  fund  ongoing  development  activities
through  the  termination notice period.

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

In
accordance  with EITF No.  00-21 the Company  analyzes  its multiple  element
arrangements  to determine  whether the  elements can be separated and accounted  for
individually  as  separate units of accounting.  The Company  recognizes 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.  The  Companys  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  the  Company  has  no  other
performance  obligations.

The
Company  determined  that,  due to the  nature of the  ongoing  development  work
related  to  its  Collaborative  Agreement with Aventis,  the end of the development
phase and  the  fair  value  of  the  undelivered  elements  were  not  determinable.
Accordingly,  the Company deferred  recognition  of  the  initial  licensing  fee  and
up-front  development  funding  received from Aventis and  recognized  these payments  on
a straight-line  basis over the original  estimated  useful  life of the related
first-to-expire  patent of 115 months. As  a result of the notice of  termination  of the
agreement  with  Aventis,  the  Company  determined  that the period over which  the
remaining  deferred  revenue should be recognized  will be  through May 8, 2005.  In
accordance  with EITF No.  00-21 and  SAB No.  104,  the  Company  has  reclassified  the
remaining  deferred  revenue as current and will  recognize  such revenue  through May 8,
2005.

7

---



Genta
recognizes  revenue from product sales when title to  product  and  associated  risk  of
loss  has  passed  to  the  customer and the Company is  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.  The Company  allows  return of its  product for up to twelve  months  after
product expiration.  In December 2004, a wholesaler  contacted  the Company to return a
significant  portion of its inventory  of Ganite®.  The Company  agreed to the return
of this product  and  recorded  a  provision  for  sales  returns,  as  well as  provided
for  potential  returns from other  wholesalers.  In  January  2005,  the  wholesaler
returned  $0.5  million  of  Ganite®.  At March 31, 2005, the Companys
provision for sales  returns was $0.8 million.

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  primarily  consist of government  securities,  all  of  which  are
classified  as  available-for-sale  marketable  securities.  Management  determines  the
appropriate  classification  of  securities  at the  time of  purchase  and  reassesses
the classification at each reporting date.

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.  If  such  evaluation  were  to  indicate an impairment
of 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  of  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.  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  evaluation,  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.

8

---



Stock Options

The
Company has two stock-based compensation plans. The Company accounts for
stock-based compensation arrangements in accordance with provisions of Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees and complies with the disclosure provisions of 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 Consensus on Issue No. 96-18, Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services. The Company is amortizing deferred
stock compensation using the graded vesting method, in accordance with Financial
Accounting Standards Board Interpretation (FIN) 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 SFAS 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 SFAS 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:

|                                                                       |  |  | Three
      Months Ended March 31, |       
|---------------------------------------------------------------------- |  |  | ---------------------------------- | ------
|                                                                       |  |  |                                    |       
|($
      thousands, except per share data)                             |  |  | 2005                               |       
|                                                                       |  |  |                                    |       
|Net income/(loss)
      applicable to common shares, as reported       |  |  | $                                  | 14,025
|Add:
      Equity related employee compensation expense included in    |  |  |                                    |       
|reported
      net income, net of related tax effects                  |  |  |                                    | 11    
|Deduct:
      Total stock-based employee compensation expense          |  | 
|determined
      under fair values based method for all awards, net    |  | 
|of
      related tax effects                                           |  |  |                                    | (1,547
|                                                                       |  |  |                                    |       
|Pro
      forma net income/(loss)                                      |  |  | $                                  | 12,489
|                                                                       |  |  |                                    |       
|                                                                       |  | 
|Net income/(loss)
      per share attributable to common shareholders: |  | 
|As reported:
      Basic and diluted                                   |  |  | $                                  | 0.15  
|Pro
      forma: Basic and diluted                                     |  |  | $                                  | 0.13  

The
  Company estimated the fair value of options at the date of grant using a Black-Scholes
  option valuation model with the following assumptions:

|                              |  |  |  | Three
      Months Ended March 31,
|----------------------------- |  |  |  | ----------------------------------
|                              |  |  |  |                                   
|                              |  |  |  | 2005                              
|                              |  |  |  |                                   
|Risk-free
      interest rate |  |  |  | 4.1                               
|Dividend
      yield          |  |  |  |                                  
|Expected
      life (years)   |  |  |  | 6.25                              
|Expected
      volatility     |  |  |  | 119                               

9

---



In
December 2004, the FASB issued SFAS No. 123(R) Share-Based Payment that will
require compensation costs related to share-based payment transactions to be
recognized in the financial statements. With limited exceptions, the amount of
compensation cost will be measured based on the grant-date fair value of the equity
or liability instruments issued. In addition, liability awards will be remeasured
each reporting period. Compensation cost will be recognized over the period that
an employee provides service in exchange for the award. SFAS No. 123(R) replaces
SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees. In April 2005, the
Securities and Exchange Commission announced the adoption of a rule that defers the
required date of SFAS No 123 (R). The Company will adopt the provisions of SFAS No.
123R in 2006. The Company is evaluating the impact that the adoption of this
standard will have on its results of operations, financial position or cash flows.

Net
Income/(Loss) Per Common Share

Net
income/(loss)  per common  share for the three months  ended  March  31,  2005  and  2004
is  based  on the  weighted  average  number of shares of common stock  outstanding
during  the  periods  (see Note 9 to our  financial  statements).  For  2004 the
calculation  of diluted net loss per share  excludes  potentially dilutive securities,
including options,  warrants  and  convertible  preferred  stock  because the  inclusion
of  such securities would be antidilutive.

|3. |  | Marketable Securities
|-- |  | ---------------------

The
  carrying amounts of the companys marketable securities, which are primarily
  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):

|                              |  |  | March
      31,
      2005 |        | December
      31,
      2004 |  
|----------------------------- |  |  | -------------------------- | ------ | ----------------------------- | -
|                              |  |  |                            |        |                               |  
|Amortized
      cost          |  |  | $                          | 15,732 |                               | $
|Gross
      unrealized gains  |  |  |                            | 3      |                               |  
|Gross
      unrealized losses |  |  |                            | (42    | )                             |  
|                              |  |  |                            |        |                               |  
|Estimated
      fair value    |  |  | $                          | 15,693 |                               | $
|                              |  |  |                            |        |                               |  

The
estimated fair value of each  marketable  security has  been compared to its cost,  and
therefore,  a net  unrealized  loss of  approximately  $39  thousand has been  recognized
in  accumulated other comprehensive loss at March 31, 2005.

|4. |  | Inventories
|-- |  | -----------

Inventories
  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):

|                      |  |  | March
      31,
      2005 |     | December
      31,
      2004 |  
|--------------------- |  |  | -------------------------- | --- | ----------------------------- | -
|                      |  |  |                            |     |                               |  
|Raw materials         |  |  | $                          | 21  |                               | $
|Work
      in process |  |  |                            |    |                               |  
|Finished
      goods  |  |  |                            | 318 |                               |  
|                      |  |  |                            |     |                               |  
|                      |  |  | $                          | 339 |                               | $
|                      |  |  |                            |     |                               |  

10

---



|5. |  | Property and Equipment
|-- |  | ----------------------

Property
and  equipment  is comprised of the  following ($  thousands):

|                                                     |  |  |  | Estimated 
      Useful Lives |  | March 31,
      2005 |        | December
      31,
      2004 |  
|---------------------------------------------------- |  |  |  | ----------------------------- |  | -------------------- | ------ | ----------------------------- | -
|                                                     |  |  |  |                               |  |                      |        |                               |  
|Computer
      equipment                             |  |  |  | 3                             |  | $                    | 2,860  |                               | $
|Software                                             |  |  |  | 3                             |  |                      | 3,349  |                               |  
|Furniture
      and fixtures                         |  |  |  | 5                             |  |                      | 936    |                               |  
|Leasehold
      improvements                         |  |  |  | Life
      of lease           |  |                      | 443    |                               |  
|Equipment                                            |  |  |  | 5                             |  |                      | 166    |                               |  
|                                                     |  |  |  |                               |  |                      |        |                               |  
|                                                     |  |  |  |                               |  |                      | 7,754  |                               |  
|Less
      accumulated depreciation and amortization |  |  |  |                               |  |                      | (5,419 | )                             |  
|                                                     |  |  |  |                               |  |                      |        |                               |  
|                                                     |  |  |  |                               |  | $                    | 2,335  |                               | $
|                                                     |  |  |  |                               |  |                      |        |                               |  

Intangible
assets  consist  of  the  following  ($  thousands):

|6. |  | Intangibles, net
|-- |  | ----------------

|                                     |  |  | March
      31,
      2005 |        | December
      31,
      2004 |  
|------------------------------------ |  |  | -------------------------- | ------ | ----------------------------- | -
|                                     |  |  |                            |        |                               |  
|Patent
      and patent applications |  |  | $                          | 3,992  |                               | $
|Less
      accumulated amortization  |  |  |                            | (3,850 | )                             |  
|                                     |  |  |                            |        |                               |  
|                                     |  |  | $                          | 142    |                               | $
|                                     |  |  |                            |        |                               |  

The
remaining intangible asset amount will be fully  amortized at June 30, 2005.

|7. |  | Short Term Debt
|-- |  | ---------------

Revolving
debt  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® (Line of
Credit).  The debt was  considered  an  advance  against both past and future costs
and the  borrowing  base  was  adjusted  on a  monthly  basis.  With  the  Aventis
six-month  notice  of  termination,  Genta  could  not  borrow  additional  funds and the
Line of Credit  must be repaid by no  later  than  the  termination  notice  period.  All
payments  otherwise  due to Genta are  applied  against  any  balance on  the Line of
Credit  until the Line of  Credit is  repaid.  The  Company  expects  that  a  portion
of  the  $4.1  million  outstanding  on the Line of Credit will be repaid  through the
application of  reimbursements.  During the three months ended  March  31,  2005,  $3.2
million  of  reimbursement  due  from  Aventis was applied to the balance of the Line of
Credit.

The
terms of the Line of Credit  provide  for a  favorable  interest  rate,  which is set two
days  prior to the first day  of each  calendar  quarter.  As security for the  repayment
of  the Line of  Credit,  Genta has  granted  Aventis  a  security  interest  in  all  of
its  rights  to  payments  under  the  Collaborative  Agreement,  as well as all
inventory related to  Genasense®.

11

---



|8. |  | Comprehensive
Income/(Loss)
|-- |  | ---------------------------

An
analysis of comprehensive income/(loss) is presented below:

|($
      in thousands)                                        |  |  | Three
      Months Ended 
      March 31, |       
|------------------------------------------------------------- |  |  | ----------------------------------------- | ------
|                                                              |  |  |                                           |       
|                                                              |  |  | 2005                                      |       
|                                                              |  |  |                                           |       
|Net income/(loss)                                             |  |  | $                                         | 14,025
|Change
      in market value on available-for-sale marketable |  |  |                                           |       
|Securities                                                    |  |  |                                           | 3     
|                                                              |  |  |                                           |       
|Total
      comprehensive income/(loss)                       |  |  | $                                         | 14,028
|                                                              |  |  |                                           |       

|9. |  | Net
Income/(Loss) per Share
|-- |  | ---------------------------

The
information required to compute basic and diluted net  income/(loss) per share is as
follows:

|10. |  | Supplemental
Disclosure of Cash Flows Information and Non-cash Investing and Financing Activities
|--- |  | -------------------------------------------------------------------------------------------------

As
a result of the  Aventis  notice  of  termination,  all  payments  otherwise due to Genta
are contractually  applied against the balance of  the Line of Credit until the Line of
Credit is repaid.  During the three  months ended March 31, 2005, $3.2 million of
reimbursement  due to Genta  was applied to the balance of the Line of Credit.

No
interest  or income  taxes were paid for the three  months  ended  March 31, 2005 and
2004.

12

---



|11. |  | Commitments
and Contingencies
|--- |  | -----------------------------

Litigation
and Potential Claims

In
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  have been  consolidated  into a single action and
allege  that the Company  and certain of its  principal  officers  violated  the  federal
securities  laws by  issuing  materially  false and  misleading  statements  regarding
Genasense® for the treatment of malignant melanoma  that had the effect of
artificially  inflating  the market price of our  securities.  The  shareholder  class
action  complaint  in the  various  actions seeks monetary damages in an unspecified
amount and recovery of  plaintiffs costs and attorneys fees. In addition,
three  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 or liquidity.

12.
Subsequent Event

On
May 10,  2005 the  Company  announced  that Genta and Aventis had  signed  an  agreement
to  terminate  their  development  and  commercialization  collaboration  for  Genasense®.
On  November 8 2004,  Aventis  had  provided  Genta  six-month  notice of  termination
of the  Genasense® agreements.  The  termination  agreement  provides no future
financial  obligations  by  either  party  and  the  Line  of  Credit  established  by
Aventis  to Genta will be  retired.  Aventis  will also  return its current  inventory
of  Genasense® drug supply to Genta.  In  addition,  Genta will assume
responsibility for the randomized clinical  trial  of  Genasense  in  combination  with
docetaxel  (Taxotere®;  sanofi-aventis)  in patients with  hormone-refractory
prostate  cancer,  which is  currently  ongoing  in Europe.  Among  other  provisions,
the  Standstill and Voting Agreement and  Registration  Rights Agreement that  were
established  pursuant to the Aventis  investment  in Genta  common  stock in 2002 will
not terminate at this time.

13

---



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:

- the Companys ability
    to obtain necessary regulatory approval, especially U.S. Food and Drug Administration
    (FDA) approval or failure to approve Genasense®;
- the safety and efficacy
    of the Companys products;
- the commencement and completion
    of clinical trials;
- the Companys ability
    to develop, manufacture and sell its products;
- 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 adequacy of the Companys
    patents and proprietary rights;
- 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, 2004.

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 Form 10-Q.

Overview

Genta
Incorporated  is  a  biopharmaceutical  company  engaged  in  pharmaceutical  research
and  development.  The Company is dedicated to  the  identification,  development and
commercialization  of novel drugs  for the  treatment  of  cancer  and  related
diseases.  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.  We  have  experienced  significant  quarterly  fluctuations  in  operating
results and we expect that these  fluctuations in revenues, expenses and losses will
continue.

During
the three months ended March 31, 2005,  Genta reported total  revenues of $18.5  million
and net income of $14.0  million or $0.15 per  share.  Net income was driven largely by
the accelerated  recognition of  deferred revenue related to the sanofi-aventis  notice
of termination of  the 2002  collaboration  agreements  related to Genasense®.  As of
March  31,  2005,  the  Company  had  cash,  cash  equivalents  and  marketable
securities totaling $31.2 million.

14

---



Our
financial  results in 2005 have been and will  continue  to be  significantly  affected
by FDA action  with  respect to  Genasense®.  In  late 2003 we filed a New Drug
Application  (NDA) for  Genasense® to be  used in combination  with dacarbazine for
the treatment of patients with  malignant  melanoma who have not previously  received
chemotherapy.  In  the absence of  increased  survival,  the FDA  Oncology  Drugs
Advisory  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  malignant  melanoma  who have not received  prior
chemotherapy.  In May 2004,  the  Company withdrew its NDA from further  consideration.
At the same time,  we  initiated a series of steps that were  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  significantly  reduced  its  marketing  support  of  Ganite®,  its only
marketed  product  and reduced  most  non-Genasense® related programs.  In August
2004, Genta closed its research facility in  Salt Lake City, Utah, with a further
reduction of 15 employees.

The
Company has continued  long-term follow-up of patients who were  enrolled  in  the
malignant  melanoma  trial.  Genta  is  conducting  additional  analysis  of those data
and  expects to provide an update of  these results in 2005. The Company is also
exploring the  feasibility of  filing  regulatory  applications  in this  indication  in
Europe and the  U.S.

In
November  2004, the Company  reported  results from a randomized  Phase 3 clinical  trial
of  Genasense® in  patients  with  relapsed  or  refractory  chronic  lymphocytic
leukemia (CLL). Two hundred  forty-one  patients  were  randomized  to  receive  standard
chemotherapy  with  fludarabine  and  cyclophosphamide  with  or  without  Genasense®.
The  primary  objective of the study was to evaluate  whether the addition of  Genasense® would
increase the proportion of patients who attained major  objective  responses (defined as
complete remission or a nodular partial  remission),  as  determined  by review of
clinical  data and bone marrow  biopsies  using  experts who were  blinded as to
treatment  assignment.  Analysis of study  results has shown that the addition of
Genasense® to  chemotherapy  was associated with a statistically  significant
increase  in the major objective  response rate compared with the rate observed in
patients  who  were  treated  with  chemotherapy  alone.  A  significant  increase in
disease-free  survival was also observed.  No difference was  observed  in overall
response  rate,  time-to-disease  progression,  or  overall  survival.  The incidence of
certain serious adverse  reactions,  including  but  not  limited  to  nausea,  fever
and  catheter-related  complications,  was  increased  in  patients  treated  with
Genasense®.  Adverse  events  (irrespective  of  relation  to  study  drugs)  during
treatment  or within 30 days from last dose of treatment  that  resulted  in  death
occurred  in  9  patients  treated  with  Genasense  plus  chemotherapy  compared with 5
patients treated with chemotherapy  alone.  The percentage of patients who  experienced
serious  adverse events was  increased in the Genasense® arm;  however,  the
percentages of patients  who  discontinued  treatment  due to  adverse  events  were
equal in the  treatment arms.

Genta
is  currently  conducting  additional  analysis  of data from  this trial and is
exploring  the  feasibility  of filing a NDA for this  indication  based on existing
data.  Such an application  would be filed  using the Fast Track designation
previously granted by the FDA, which  allows  approval  of a  drug  based  on a
surrogate  endpoint  that  is  reasonably likely to be predictive of clinical  benefit.
Approval under  this  mechanism  is  contingent  upon a company  conducting  one or more
additional  trials that would  conclusively  document that benefit.  The  Company is also
exploring the  feasibility of filing similar  regulatory  applications in this indication
outside the U.S.

In
November  2004,  Genta  reported  that the  Company's  randomized  Phase 3 clinical
trial of Genasense® in patients with multiple  myeloma  did not meet its  primary
endpoint.  The  trial  had been  designed  to  evaluate  whether the addition of
Genasense® to standard  therapy with  high-dose  dexamethasone  could  increase  the
time to  development  of  progressive  disease in patients who had previously  received
extensive  therapy.  Based on the results of the Phase 3 trial,  the Company has no
plans to submit  an NDA in this  indication  at the  current  time.  The  Company has not
yet determined what additional  clinical trials, if any,  may be undertaken in patients
with multiple myeloma.

15

---



In
addition to the three Phase 3 trials,  the Company is conducting  (under its own
sponsorship or in conjunction  with various  cooperative  groups)  randomized trials in
non-small cell lung cancer (NSCLC),  small  cell lung cancer  (SCLC),  acute  myeloid
leukemia  (AML) and  prostate  cancer.  Genta is also  conducting a number of
non-randomized  clinical  trials in patients  with various  types of cancer,  either
under its own  sponsorship or in collaboration with the NCI.

In
April 2002, we entered into a series of agreements  with Aventis  regarding  the
development  and  commercialization  of  Genasense®.  On  November  8, 2004  Aventis
gave  six-month  notice to Genta that it was  terminating  its  Collaborative  Agreement
with the Company.  Under the  terms of the agreement,  Aventis  continued to fund ongoing
development  activities through the termination notice period.

On
May 10,  2005 the Company  announced  that Genta and Aventis had  signed  an  agreement
to  terminate  their  development  and  commercialization  collaboration  for  Genasense®.
The  termination  agreement  provides no future financial  obligations by either party
and  the Line of Credit  established  by Aventis  to Genta  will be  retired.  Aventis
will also  return its  current  inventory  of  Genasense® drug  supply to Genta. In
addition,  Genta will assume  responsibility for the  randomized  clinical  trial of
Genasense in  combination  with docetaxel  (Taxotere®;  sanofi-aventis)  in  patients
with  hormone-refractory  prostate  cancer,  which is  currently  ongoing in Europe.
Among  other  provisions,  the Standstill and Voting Agreement and Registration Rights
Agreement that were  established  pursuant to the Aventis  investment in  Genta common
stock in 2002 will not terminate at this time.

Results of
Operations for the Three Months Ended March 31, 2005 and 2004

|                                                                     |  |  | Summary Operating Results 
      For the three months ended March 31, |       
|-------------------------------------------------------------------- |  |  | --------------------------------------------------------------------- | ------
|                                                                     |  |  |                                                                       |       
|($
      thousands)                                                  |  |  |                                                                       |       
|                                                                     |  |  | 2005                                                                  |       
|Revenues:                                                            |  |  |                                                                       |       
|License
      fees and royalties                                     |  |  | $                                                                     | 3,684 
|Development
      funding                                            |  |  |                                                                       | 14,754
|Product
      sales  net                                            |  |  |                                                                       | 76    
|                                                                     |  |  |                                                                       |       
|Total
      revenues                                                 |  |  |                                                                       | 18,514
|Cost
      of goods sold                                             |  |  |                                                                       | 15    
|                                                                     |  |  |                                                                       |       
|Gross
      margin                                                   |  |  |                                                                       | 18,499
|Costs
      and expenses:                                            |  | 
|Research
      and development (including non-cash                   |  | 
|compensation
      expense of $52 for the three months               |  | 
|ended
      March 31, 2004)                                          |  |  |                                                                       | 3,870 
|Selling,
      general and administrative (including non-cash        |  |  |                                                                       |       
|compensation
      expense of $11 and $18 for the three months ended |  |  |                                                                       |       
|March
      31, 2005 and March 31, 2004, respectively)               |  |  |                                                                       | 3,986 
|                                                                     |  |  |                                                                       |       
|Total
      costs and expenses  gross                               |  |  |                                                                       | 7,856 
|Less:
      Aventis reimbursement                                    |  |  |                                                                       | (3,252
|                                                                     |  |  |                                                                       |       
|Total
      costs and expenses  net                                 |  |  |                                                                       | 4,604 
|Other
      income, principally net interest income                  |  |  |                                                                       | 130   
|                                                                     |  |  |                                                                       |       
|Net income/(loss)                                                    |  |  | $                                                                     | 14,025
|                                                                     |  |  |                                                                       |       

16

---



Total Revenues

Total
revenues,  consisting  of  license  fees  and  royalties,  development  funding and
product  sales were $18.5 million for the three  months  ended  March 31,  2005  compared
to $1.7  million for the three  months  ended  March 31,  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,  along  with  non-exclusive  sub-license  agreements involving
antisense technology.

On
November 8, 2004 Aventis gave  six-month  notice to Genta that it  was terminating its
Collaborative  Agreement with the Company regarding  the development  and
commercialization  of Genasense®.  The Company had  previously  determined  that,
due  to  the  nature  of  the  ongoing  development work related to the Collaborative
Agreement, the end of the  development  phase and the fair-value of the  undelivered
elements were  not determinable.  Accordingly,  we deferred  recognition of the initial
licensing  fee and up-front  development  funding  received from Aventis  and  recognized
these  payments  on  a  straight-line  basis  over  the  original estimated useful life
of the related  first-to-expire patent of  115  months.  As  a  result  of  the  notice
of  termination  of  the  Collaborative  Agreement,  the  Company has  determined  that
the period  over which the remaining  deferred  revenue should be recognized will be
through  May 8, 2005.  On  November  9, 2004 we began to  recognize  the  remaining
deferred  revenue  over  a  six-month  period,  resulting  in  increased  revenue of
$17.1 million for the three months ended March 31,  2005 compared to the three months
ended March 31, 2004.

Product
sales-net  are  generated  from  sales  of  Ganite®,  the  Companys  commercial
product  for  the  treatment  of  cancer-related  hypercalcemia.  In May 2004, the
Company  eliminated its sales force and  significantly  reduced  its  marketing  support
for  Ganite®.  Sales of  Ganite® during the first three months of 2005 are
significantly  below  the  prior-year  period.  Management  believes that sales of Ganite® for
the first three months of 2005 are a good  indicator  for the sales rate  for the
remainder of the year.

Research and
Development Expenses

Research
and development  expenses before  reimbursement  were $3.9  million for the three  months
ended  March 31,  2005  compared to $12.4  million  for the three  months  ended March
31,  2004.  During the first  three months of 2005,  approximately $3.7 million or 95% of
research and  development  expenses  before  reimbursement  were  incurred  on  the
Genasense® project.  During  the  prior-year  period,  research  and  development
expenses  before  reimbursement  incurred on the Genasense® project of approximately
$10.7 million were significantly  higher due to  several  Phase 3  clinical  trials  and
NDA  preparation  activity.  In  addition,  research and  development  expenses in 2005
decreased due to  our decision in May 2004 to reduce staff and reduce most  non-Genasense® related
programs.  Of the $3.9  million  in  research  and  development  expenses  for the three
months  ended March 31,  2005,  $3.3 million is  reimbursable pursuant to our
collaborative  agreement with Aventis. With  the Aventis notice of termination,  all
payments  otherwise due to Genta  are applied  against the balance of the Line of Credit
until the Line of  Credit is repaid (see Note 7 to our Financial Statements).

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.

17

---



Selling,
general and administrative expenses

Selling,
general and  administrative  expenses  were $4.0 million  for the three months  ended
March 31, 2005  compared to $9.2 million for  the three  months  ended  March  31,  2004.
Expenses  in 2004 were at a  substantially  higher rate of spending in  anticipation  of
approval and  launch of  Genasense®.  Expenses  in 2005  reflect the impact of the
May  2004 elimination of the sales force,  reduction of other  administrative  positions
and substantial reduction of marketing support for Ganite®.

Aventis
Reimbursement

Under
the Collaborative  Agreement with Aventis,  Aventis paid 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)              |  |  |   | Three
      months ended
      March 31, |  
|-------------------------------- |  |  | - | ---------------------------------------- | -
|Reimbursement
      to Genta     |  |  |   | 2005                                     |  
|Third-party
      costs          |  |  |   | 1,358                                    |  
|Drug
      supply costs          |  |  |   | 908                                      |  
|                                 |  |  |   | 1,088                                    |  
|                                 |  |  |   |                                          |  
|FTEs                            |  |  |   | 3,354                                    |  
|Amount
      due to Genta        |  | 
|Reimbursement
      to Aventis   |  |  |   | (102                                     | )
|                                 |  |  |   |                                          |  
|Net
      reimbursement to Genta |  |  | $ | 3,252                                    |  
|                                 |  |  |   |                                          |  

Net
expense  reimbursement  from  Aventis of $3.3  million for the  first  quarter of 2005
declined from $7.4 million for the first quarter  of 2004 due to lower expenses incurred
on the Genasense® project.

Once
Aventis  provided  notice of termination of the  Collaborative  Agreement,  all payments
otherwise  due from Aventis have been and will  continue to be applied  against the
balance on the Line of Credit  until  the Line of Credit is repaid.  During the three
months  ended March 31,  2005,  $3.2  million of  reimbursement  due to Genta was
applied to the  balance of the Line of Credit.

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

Other Income

Net
other  income  for the three  months  ended  March  31,  2005  increased by $0.1 million
from the  comparable  period in 2004 as lower  interest  expense,  resulting  from lower
borrowings  from  Aventis was  partially  offset  by  lower  interest  income,  resulting
from  lower  investment balances.

Net
Income/(Loss)

The
Company  recorded  net income of $14.0  million,  or $0.15 per  share,  for the three
months  ended March 31,  2005,  compared to a net  loss of $12.5  million,  or $0.16 per
share,  for the three months ended  March 31, 2004.  The increase in net income and net
income per share was  due  to  accelerated  recognition  of  the  initial  licensing  fee
and  up-front  development funding previously received from Aventis and lower  research
and  development  and  selling,  general  and  administrative  expenses as described
above.

18

---



Liquidity and
Capital Resources

At
March 31, 2005, we had cash,  cash  equivalents  and  marketable  securities  totaling
$31.2 million compared to $42.2 million at December  31, 2004.  During the three months
ended March 31, 2005,  cash flow used  in operating  activities  was $10.5  million,
reflecting  the Companys  smaller organization and focus on Genasense®.

At
March  31,  2005,  the  Company  had $4.1  million  outstanding  (compared  to $7.3
million  as of  December  31,  2004)  on the Line of  Credit from Aventis.  With the
Aventis  six-month notice of termination,  Genta  could not borrow  additional  funds and
the Line of Credit  would  need to be repaid by no later than the  termination  notice
period.  All  payments  otherwise due to Genta are applied  against any balance on the
Line of Credit  until the Line of Credit  is  repaid.  During  the three  months ended
March 31, 2005, $3.2 million of reimbursement  due to Genta  was  applied to the  balance
of the Line of Credit.  Under the terms of  the  Collaborative  Agreement,  Aventis will
continue to reimburse Genta  for  ongoing  Genasense® clinical  trials  and
development  activities  during the six-month notice period.

The
terms of the Line of Credit  provided for a favorable  interest  rate,  which is set two
days  prior to the  first  day of each  calendar  quarter. As security for the repayment
of the Line of Credit,  Genta had  granted  Aventis a security  interest  in all of its
rights to  payments  under the Collaborative  Agreement,  as well as all inventory
related to  Genasense®.

On
May 10,  2005 the Company  announced  that Genta and Aventis had  signed  an  agreement
to  terminate  their  development  and  commercialization  collaboration  for  Genasense®.
The  termination  agreement  provides no future financial  obligations by either party
and  the Line of Credit  established  by Aventis  to Genta  will be  retired.  Aventis
will also  return its  current  inventory  of  Genasense® drug  supply to Genta.

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.  The Company  currently  anticipates  total
company  average monthly cash  outflow to be in the $3.0  million to $4.0  million
range.  Although no  assurances  can be  expressed,  management  believes that at the
current  rate of  spending,  the  Company  should have  sufficient  cash funds to
maintain  its present  operations  through  2005.  There are a number of  alternatives
available to the Company to sustain its operations  beyond  2005 should there be a delay
in approval of Genasense®.  The Company may  seek  collaborative  agreements 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.

If
we obtain NDA  approval  of  Genasense® we  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.

19

---



Recent
Accounting Pronouncements

In
December 2004, the Financial Accounting Standards Board (FASB) issued
Statement (SFAS) No. 123(R), Share-Based Payment that will require
compensation costs related to share-based payment transactions to be recognized in
the financial statements. With limited exceptions, the amount of compensation cost
will be measured based on the grant-date fair value of the equity or liability
instruments issued. In addition, liability awards will be remeasured each reporting
period. Compensation cost will be recognized over the period that an employee
provides service in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.
In April 2005, the Securities and Exchange Commission announced the adoption of a
rule that defers the required date of SFAS No 123 (R). The Company will adopt
the provisions of SFAS No. 123R in 2006. The Company is evaluating the impact
that the adoption of this standard will have on its results of operations, financial
position or cash flows.

In
December 2004, the FASB issued SFAS No. 153,  Exchanges of Non-monetary Assets,
an amendment of APB Opinion No. 29. We do not expect that the adoption of this
statement, effective June 2005, will have any impact on the Companys results
of operations, financial position or cash flows.

In
November 2004, the FASB issued SFAS No. 151,  Inventory Costs, to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material. As the Company uses third-party manufacturers and does
not manufacture its own products, we do not expect that the adoption of this
statement, effective June 2005, will have a material impact on the Companys
results of operations, financial position or cash flows.

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).  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 March 31, 2005.  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

Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

As
required by Rule 13a-15(b),  Genta  Incorporated Chief Executive  Officer and Chief
Financial  Officer  conducted an evaluation as of the  end of the period  covered by this
report of the  effectiveness  of the  Companys  disclosure  controls and
procedures (as defined in Exchange  Act Rule  13a-15(e)).  Based on that
evaluation,  the  Chief  Executive  Officer  and  Chief  Financial  Officer  concluded
that  the  Companys  disclosure controls and procedures were operating  effectively
as of the  end of the period covered by this report.

20

---



Changes in
Internal Control Over Financial Reporting

There
were no  changes  in our  internal  control  over  financial  reporting  identified  in
connection  with the  evaluation  required by  paragraph  (d) of  Exchange  Act Rule
13a-15  that  occurred  during the  period  covered by this report  that have  materially
affected,  or are  reasonably  likely to  materially  affect,  our  internal  control
over  financial reporting.

21

---



PART II OTHER
INFORMATION

Item 1. Legal
Proceedings

In
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  have been  consolidated  into a single action and
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 malignant  melanoma that had  the  effect  of
artificially  inflating  the  market  price  of  our  securities.  The  shareholder
class  action  complaint  in the  various  actions seeks monetary damages in an
unspecified  amount and recovery of  plaintiffs costs and attorneys fees. In
addition,  three  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 or liquidity.

Item 6. Exhibits.

(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)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---



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

|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)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|31.1 |  | Certification
by 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
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

23

---



SIGNATURES

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

|      |              | Genta
                                                                                   Incorporated                                                                                                                                                                                                                                                                                                                                                                  
|----- | ------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Date: | May 10, 2005 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |              | /s/ RAYMOND
                                                              P.
                                                              WARRELL,
                                                              R., M.D.                                                                                                                                                                                                                                             
|      |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |              | Raymond
                                                                        P.
                                                                        Warrell,
                                                                        Jr.,
                                                                        M.D.                                                                                                                                          
|      |              | Chairman
                                                                        and
                                                                        Chief
                                                                        Executive
                                                                        Officer                                                                                                                                   
|      |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Date: | May 10, 2005 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |              | /s/ WILLIAM
                                                              P. KEANE                                                                                                                                                                                                                                                                                                                                                                                     
|      |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |              | William P. Keane                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |              | Senior
                                                                        Vice
                                                                        President,
                                                                        Chief
                                                                        Financial
                                                                        
      Officer
      and
      Corporate
      Secretary

24

---



|Exhibit Index
ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                  | Sequentially 
      Numbered Page
|--------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------
|                            |  |                                                                                                                                                                                                                                                          |                                  
|3.1.a                       |  | Restated  Certificate  of  Incorporation  of the Company  (incorporated  by  reference to
        Exhibit  3(i).1  to the  Companys  Annual  Report  on Form  10-K for the  year  ended
        December 31, 1995, Commission File No. 0-19635)         |                                  
|3.1.b                       |  | Certificate of Designations of Series D Convertible Preferred Stock of the Company
  (incorporated by reference to Exhibit 3(i) to the Companys Current Report on Form
8-K filed on February 28, 1997, Commission File No. 0-19635)                     |                                  
|3.1.c                       |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company
  (incorporated by reference to Exhibit 3(i).3 to the Companys Annual Report on Form
10-K for the year ended December 31, 1999, Commission File No. 0-19635)           |                                  
|3.1.d                       |  | Amended Certificate of Designations of Series D Convertible Preferred Stock of the
  Company (incorporated by reference to Exhibit 3(i).4 to the Companys Annual Report
on Form 10-K for the year ended December 31, 1999, Commission File No. 0-19635) |                                  
|3.1.e                       |  | Certificate of Increase of Series D Convertible Preferred Stock of the Company
  (incorporated by reference to Exhibit 3(i).5 to the Companys Annual Report on Form
10-K for the year ended December 31, 1999, Commission File No. 0-19635)             |                                  
|3.1.f                       |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company
  (incorporated by reference to Exhibit 3(i).4 to the Companys Annual Report on Form
10-K for the year ended December 31, 1998, Commission File No. 0-19635)           |                                  
|3.1.g                       |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company
  (incorporated by reference to Exhibit 3(i).3 to the Companys Annual Report on Form
10-K for the year ended December 31, 1998, Commission File No. 0-19635)           |                                  
|3.1.h                       |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company
  (incorporated by reference to Exhibit 3(i).8 to the Companys Annual Report on Form
10-K for the year ended December 31, 1999, Commission File No. 0-19635)           |                                  
|3.1.i                       |  | Certificate of Amendment of Restated Certificate of Incorporation of the Company
  (incorporated by reference to Exhibit 3.1.i to the Companys Registration Statement
on Form S-1, 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)                                      |                                  
|3.2                         |  | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3(ii).1
  to the Companys Annual Report on Form 10-K for the year ended December 31, 1998,
Commission File No. 0-19635)                                                |                                  
|31.1                        |  | Certification by 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                                                                                                        |                                  

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