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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



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



For the quarterly period ended March 31, 2007



OR



[  ]     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)
|                                                                    |                                         
|200 Connell Drive                                                   |                                         
|Berkeley Heights, NJ                                                | 07922                                   
|(Address of principal executive offices)                            | (Zip Code)                              



(908) 286-9800

(Registrant's telephone number, including area code)



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



|    |   |  |    | 
|--- | - |  | -- | 
|Yes | X |  | No | 



Indicate by check mark whether the registrant is a large accelerated
		filer, an accelerated filer, or a non-accelerated filer. See definition of
		accelerated filer and large accelerated filer in Rule 12b-2 of
		the Exchange Act. (Check one):

Large accelerated filer
		   Accelerated filer
		   Non-accelerated
		filer





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



|    |  |  |    |  
|--- |  |  | -- | -
|Yes |  |  | No | X



As of April 30, 2007, the registrant had 183,724,815 shares of common
		stock outstanding.



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Genta Incorporated

INDEX TO FORM 10-Q





|               |                                                                                              |     
|-------------- | -------------------------------------------------------------------------------------------- | ----
|PART I.        | FINANCIAL INFORMATION                                                                        | Page
|               |                                                                                              |     
|Item 1.        | Consolidated Financial Statements (unaudited):                                               |     
|               |                                                                                              |     
|               | Consolidated Balance Sheets at March 31, 2007 and December 31, 2006                          | 3   
|               |                                                                                              |     
|               | Consolidated Statements of Operations for the Three Months Ended
				March 31, 2007 and 2006 | 4   
|               |                                                                                              |     
|               | Consolidated Statements of Cash Flows for the Three Months Ended
				March 31, 2007 and 2006 | 5   
|               |                                                                                              |     
|               | Notes to Consolidated Financial Statements                                                   | 6   
|               |                                                                                              |     
|Item 2.        | Management's Discussion and Analysis of Financial Condition and
				Results of Operations    | 17  
|               |                                                                                              |     
|Item 3.        | Quantitative and Qualitative Disclosures about Market Risk                                   | 24  
|               |                                                                                              |     
|Item 4.        | Controls and Procedures                                                                      | 24  
|               |                                                                                              |     
|PART II.       | OTHER INFORMATION                                                                            |     
|               |                                                                                              |     
|Item 1.        | Legal Proceedings                                                                            | 25  
|               |                                                                                              |     
|Item 1A.       | Risk Factors                                                                                 | 26  
|               |                                                                                              |     
|Item 2.        | Unregistered Sales of Equity Securities and Use of Proceeds                                  | 39  
|               |                                                                                              |     
|Item 3.        | Defaults Upon Senior Securities                                                              | 39  
|               |                                                                                              |     
|Item 4.        | Submission of Matters to a Vote of Security Holders                                          | 39  
|               |                                                                                              |     
|Item 5.        | Other Information                                                                            | 39  
|               |                                                                                              |     
|Item 6.        | Exhibits                                                                                     | 40  
|               |                                                                                              |     
|               |                                                                                              |     
|SIGNATURES     | 41                                                                                          
|               |                                                                                              |     
|CERTIFICATIONS | 43                                                                                          













2







GENTA INCORPORATED

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                                |                |           |                   |   |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------- | ----------------- | - | ---------
|(In thousands, except par value data)                                                                                                                                           |                |           |                  
|ASSETS                                                                                                                                                                          | March 31, 2007 |           | December 31, 2006
|Current assets:                                                                                                                                                                 |                |           |                   |   |          
|Cash and cash equivalents                                                                                                                                                       | $              | 5,539     |                   | $ | 9,554    
|Marketable securities (Note 3)                                                                                                                                                  |                | 23,876    |                   |   | 19,942   
|Accounts receivable - net of allowances of $26 at March 31, 2007
				and $42 at December 31, 2006, respectively                                                                 |                |          |                   |   | 17       
|Inventory (Note 5)                                                                                                                                                              |                | 286       |                   |   | 308      
|Prepaid expenses and other current assets (Note 12)                                                                                                                             |                | 19,555    |                   |   | 19,997   
|                                                                                                                                                                                |                |           |                   |   |          
|Total current assets                                                                                                                                                            |                | 49,256    |                   |   | 49,818   
|                                                                                                                                                                                |                |           |                   |   |          
|Property and equipment, net (Note 6)                                                                                                                                            |                | 215       |                   |   | 271      
|Other assets                                                                                                                                                                    |                | 1,700     |                   |   | 1,689    
|                                                                                                                                                                                |                |           |                   |   |          
|Total assets                                                                                                                                                                    | $              | 51,171    |                   | $ | 51,778   
|                                                                                                                                                                                |                |           |                   |   |          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                            |                |           |                   |   |          
|                                                                                                                                                                                |                |           |                   |   |          
|Current liabilities:                                                                                                                                                            |                |           |                   |   |          
|Accounts payable and accrued expenses (Note 12)                                                                                                                                 | $              | 31,191    |                   | $ | 36,494   
|Notes payable (Note 7)                                                                                                                                                          |                | 257       |                   |   | 642      
|                                                                                                                                                                                |                |           |                   |   |          
|Total current liabilities                                                                                                                                                       |                | 31,448    |                   |   | 37,136   
|                                                                                                                                                                                |                |           |                   |   |          
|                                                                                                                                                                                |                |           |                   |   |          
|Commitments and contingencies (Note 12)                                                                                                                                         |                |           |                   |   |          
|                                                                                                                                                                                |                |           |                   |   |          
|Stockholders' equity (Note 8):                                                                                                                                                  |                |           |                   |   |          
|Preferred stock, 5,000 shares authorized:                                                                                                                                       |                |           |                   |   |          
|Series A convertible preferred stock, $.001 par value; 8 shares
				issued and outstanding, liquidation value of $385 at March 31, 2007 and
				December 31, 2006, respectively |                |          |                   |   |         
|Series G participating cumulative preferred stock, $.001 par value;
				0 shares issued and outstanding at March 31, 2007 and December 31, 2006,
				respectively               |                |          |                   |   |         
|Common stock, $.001 par value; 250,000 shares authorized, 183,725
				and 153,725 shares issued and outstanding at March 31, 2007 and December 31,
				2006, respectively       |                | 184       |                   |   | 154      
|Additional paid-in capital                                                                                                                                                      |                | 440,055   |                   |   | 429,425  
|Accumulated deficit                                                                                                                                                             |                | (420,573) |                   |   | (414,968)
|Accumulated other comprehensive income                                                                                                                                          |                | 57        |                   |   | 31       
|                                                                                                                                                                                |                |           |                   |   |          
|Total stockholders' equity                                                                                                                                                      |                | 19,723    |                   |   | 14,642   
|                                                                                                                                                                                |                |           |                   |   |          
|Total liabilities and stockholders' equity                                                                                                                                      | $              | 51,171    |                   | $ | 51,778   



See accompanying notes to consolidated financial statements.





3







GENTA INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)





|                                                              |                              |         |      |   |        
|------------------------------------------------------------- | ---------------------------- | ------- | ---- | - | -------
|                                                              | Three Months Ended March 31,
|(In thousands, except per share data)                         | 2007                         |         | 2006
|                                                              |                              |         |      |   |        
|Product sales  net                                           | $                            | 94      |      | $ | 67     
|Cost of goods sold                                            |                              | 22      |      |   | 16     
|Gross margin                                                  |                              | 72      |      |   | 51     
|                                                              |                              |         |      |   |        
|Operating expenses:                                           |                              |         |      |   |        
|Research and development                                      |                              | 3,383   |      |   | 4,750  
|Selling, general and administrative                           |                              | 4,052   |      |   | 5,456  
|Provision for settlement of litigation, net (Note 12)         |                              | (1,560) |      |   |       
|Total operating expenses                                      |                              | 5,875   |      |   | 10,206 
|                                                              |                              |         |      |   |        
|Other income/(expense):                                       |                              |         |      |   |        
|Gain on maturity of marketable securities                     |                              | 8       |      |   | 92     
|Interest income and other income, net                         |                              | 274     |      |   | 184    
|Interest expense                                              |                              | (84)    |      |   | (16)   
|Total other income, net                                       |                              | 198     |      |   | 260    
|Net loss                                                      | $                            | (5,605) |      | $ | (9,895)
|                                                              |                              |         |      |   |        
|Net loss per basic and diluted share                          | $                            | (0.04)  |      | $ | (0.08) 
|                                                              |                              |         |      |   |        
|Shares used in computing net loss per basic and diluted share |                              | 159,391 |      |   | 118,186



See accompanying notes to consolidated financial statements.











4







GENTA INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                |                              |          |      |   |         
|------------------------------------------------------------------------------- | ---------------------------- | -------- | ---- | - | --------
|                                                                                | Three Months Ended March 31,
|(In thousands)                                                                  | 2007                         |          | 2006
|Operating activities:                                                           |                              |          |      |   |         
|Net loss                                                                        | $                            | (5,605)  |      | $ | (9,895) 
|Adjustments to reconcile net loss to net cash used in operating
				activities: |                              |          |      |   |         
|Depreciation and amortization                                                   |                              | 56       |      |   | 334     
|Share-based compensation (Note 9)                                               |                              | 570      |      |   | 597     
|Gain on maturity of marketable securities                                       |                              | (8)      |      |   | (92)    
|Provision for settlement of litigation, net (Note 12)                           |                              | (1,560)  |      |   |        
|Changes in operating assets and liabilities:                                    |                              |          |      |   |         
|Accounts receivable                                                             |                              | 17       |      |   | 41      
|Inventory (Note 5)                                                              |                              | 22       |      |   | 16      
|Prepaid expenses and other current assets                                       |                              | 442      |      |   | 404     
|Accounts payable and accrued expenses                                           |                              | (3,743)  |      |   | (2,926) 
|Other assets                                                                    |                              | (11)     |      |   | (7)     
|Net cash used in operating activities                                           |                              | (9,820)  |      |   | (11,528)
|Investing activities:                                                           |                              |          |      |   |         
|Purchase of marketable securities (Note 3)                                      |                              | (13,900) |      |   | (25,931)
|Maturities of marketable securities (Note 3)                                    |                              | 10,000   |      |   | 12,000  
|Purchase of property and equipment                                              |                              |         |      |   | (9)     
|Net cash used in investing activities                                           |                              | (3,900)  |      |   | (13,940)
|Financing activities:                                                           |                              |          |      |   |         
|Repayments of note payable                                                      |                              | (385)    |      |   | (451)   
|Issuance of common stock, net (Note 8)                                          |                              | 10,090   |      |   | 37,736  
|Issuance of common stock upon exercise of warrants and options                  |                              | -        |      |   | 98      
|Net cash provided by financing activities                                       |                              | 9,705    |      |   | 37,383  
|                                                                                |                              |          |      |   |         
|Increase/(decrease) in cash and cash equivalents                                |                              | (4,015)  |      |   | 11,915  
|Cash and cash equivalents at beginning of period                                |                              | 9,554    |      |   | 9,314   
|Cash and cash equivalents at end of period                                      | $                            | 5,539    |      | $ | 21,229  





See accompanying notes to consolidated financial statements.









5







GENTA INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2007

(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 annual operating losses since its
		inception. Management expects that such losses will continue at least until its
		lead product, Genasense® (oblimersen sodium) Injection, receives
		approval for commercial sale in one or more indications. Achievement of
		profitability for the Company is currently dependent on the timing of
		Genasense® regulatory approval. Any adverse events with respect
		to approvals by the U.S. Food and Drug Administration
		(FDA) and/or European Medicines Agency
		(EMEA) could negatively impact the Companys
		ability to obtain additional funding or identify potential partners.



The Company had $29.4 million of cash, cash equivalents and marketable
		securities on hand at March 31, 2007. On March 14, 2007, the Company sold 30.0
		million shares of its common stock at a price of $0.36 per share, raising net
		proceeds of $10.1 million. Net cash used in operating activities during the
		three months ended March 31, 2007 was $9.8 million.



On December 15, 2006, the Company received a non-approvable notice from
		the FDA for its New Drug Application (NDA) for the use of
		Genasense® plus chemotherapy in patients with chronic
		lymphocytic leukemia (CLL). The Company believes that its
		application met the regulatory requirements for approval and on April 4, 2007,
		announced that it had filed a formal appeal of this non-approvable notice. The
		appeal was filed pursuant to the FDAs Formal Dispute Resolution process
		that exists within FDAs Center for Drug Evaluation and Research
		(CDER). Responses for CDER appeals are typically made within 30 to
		60 days.



The Company also has a pending Marketing Authorization Application
		(MAA) before the European Medicines Agency
		(EMEA) for the use of Genasense® plus
		chemotherapy for treatment of patients with advanced melanoma. On April 27,
		2007, the Company announced that it had been informed that the Committee for
		Medicinal Products for Human Use (CHMP) of the EMEA had issued a
		negative opinion on the MAA. The EMEA has a formal process whereby the sponsor
		of a MAA may request re-examination of the initial CHMP opinion, including a
		review by a specialist Oncology Scientific Advisory Group (SAG).
		The Company announced on April 27, 2007 that it would seek re-examination of
		the MAA.



Also, on April 27, 2007, the Company announced that it will file a formal
		complaint and request for correction of information with the FDA under the
		Federal Data Quality Act. The complaint will challenge as erroneous a key
		statistical analysis of the Company's data on Genasense® for
		melanoma used by FDA at the Oncology Drug Advisory Committee (ODAC)
		meeting on May 3, 2004. That analysis sought to discredit the finding that
		Genasense® yielded a statistically significant increase in
		progression-free survival (PFS). At that meeting, ODAC voted
		unanimously that PFS was an endpoint that would support full approval in the
		absence of a survival improvement in patients with advanced melanoma. The
		Company will seek a formal public acknowledgement of the error, removal of the
		analysis from the FDA website (with a note that the previous analysis was in
		error), and revision of the transcript.



Irrespective of whether the co-pending NDA and MAA for
		Genasense®are approved, the Company will require additional
		cash in order to maximize this commercial opportunity and to continue its
		clinical development opportunities. The Company has had discussions with other
		companies regarding partnerships for the further development and global
		commercialization of Genasense®. Additional alternatives
		available to the Company to subsequently sustain its operations include
		financing arrangements with potential corporate partners, debt financing,
		asset-based loans, royalty-based financings, equity financing, profits from
		named-patient sales, and other potential sources of financing. However, there
		can be no assurance that any such collaborative agreements or other sources of
		funding will be available to us on favorable terms, if at all.



6





If the Company is unable to raise additional funds, it will need to do
		one or more of the following:

·

delay, scale back or eliminate some or all
		of the Companys research and product development programs and sales and
		marketing activity;

·

license third parties to develop and
		commercialize products or technologies that the Company would otherwise seek to
		develop and commercialize themselves;

·

attempt to sell the Company;

·

cease operations; or

·

declare bankruptcy.

The Company will maintain an appropriate level of spending over the
		upcoming fiscal year, given the uncertainties inherent in its business and its
		current liquidity position. Management believes that at the current rate of
		spending, the Company should have sufficient cash funds to maintain its present
		operations into the second quarter of 2008.



On March 7, 2007, the Company announced that it had entered into a Supply
		and Distribution Agreement with IDIS Limited (a privately owned company based
		in the United Kingdom) whereby IDIS will distribute Ganite® and
		Genasense® on a named patient basis. The
		global agreement covers territories outside the United States.
		Named patient distribution refers to the distribution
		or sale of a product to a specific healthcare professional for the treatment of
		an individual patient. IDIS will manage the named patient programs for the
		Company.



The Agreement provides that the Company will supply the two products to
		IDIS on a consignment basis. The Company will be paid after sales are made by
		IDIS, which payment shall be based off of a monthly sales report received from
		IDIS. The Company will invoice IDIS based upon this monthly report, which
		invoice shall be calculated based upon a price minus a fee credited to IDIS.
		The agreement also provides for distribution by IDIS of a limited amount of
		drug product free of charge to indigent patients. The Company intends that a
		percentage of proceeds from the named patient program will be used to support
		the compassionate use program. The Company has agreed to pay a nominal one time
		start-up fee for this program to IDIS and the Company will pay IDIS a
		termination fee in the event it terminates either or both products within the
		first three years.



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 of America. All
		professional accounting standards that are effective as of March 31, 2007 have
		been considered in preparing the consolidated financial statements. Such
		financial statements include the accounts of the Company and all majority-owned
		subsidiaries. The accompanying consolidated financial statements included
		herein have been prepared pursuant to the rules and regulations of the
		Securities and Exchange Commisssion. Certain information and footnote
		disclosures normally included in financial statements have been condensed or
		omitted from this report, as is permitted by such rules and regulations;
		however, the Company believes that the disclosures are adequate to make the
		information presented not misleading. 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 were made to prior-year amounts to
		conform to the current-year presentation that were not considered material. The
		Consolidated Statements of Operations for the quarter ended March 31, 2006
		include a reclassification of $92 thousand for Gain on maturity of marketable
		securities and $16 thousand for Interest expense from Other Income in order to
		report such amounts separately. The unaudited 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,
		2006. 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.



7





Revenue Recognition



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.



Under the Companys Supply and Distribution agreement with IDIS
		Limited, the Company will supply Ganite® and
		Genasense® to IDIS on a consignment basis. The Company will
		recognize revenue when IDIS reports that it has delivered product to customers,
		which is the point in time that title to the product and risk of loss has
		passed.



Research and Development



Research and development costs are expensed as incurred, including raw
		material costs required to manufacture products for clinical trials.



On March 23, 2006, the Company entered into an exclusive, worldwide
		licensing agreement with Emisphere Technologies, Inc., (Emisphere),
		to develop an oral formulation of a gallium-containing compound. Under the
		terms of the agreement, Genta will pay Emisphere a monthly fee for continuing
		research, and potentially up to $24.0 million, but only upon the achievement of
		certain milestones during the course of product development plus royalties
		based upon sales. To date, no milestone or royalty payments have been made.



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. 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 using 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 corporate offices are being amortized over the shorter of
		the remaining life of the leases or the life of the assets. 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.



Inventories



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



Income Taxes



The Company uses the liability method of accounting for income taxes.
		Deferred income taxes are determined based on the estimated future tax effects
		of differences between the financial statement and tax bases of assets and
		liabilities given the provisions of the enacted tax laws. Management records
		valuation allowances against net deferred tax assets, if based upon the
		available evidence, it is more likely than not that some or all of the deferred
		tax assets will not be realized. The Company generated additional net operating
		losses during the three months ended March 31, 2007 and continues to maintain a
		full valuation allowance against its net deferred tax assets.



8





In July 2006, the Financial Accounting Standards Board (FASB)
		issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
		Taxes-an interpretation of FASB Statement No. 109 (FIN 48),
		which clarifies the accounting and disclosure for uncertainty in tax positions,
		as defined. FIN 48 seeks to reduce the diversity in practice associated with
		certain aspects of the recognition and measurement related to accounting for
		income taxes. The Company is subject to the provisions of FIN 48 as of January
		1, 2007 and has analyzed filing positions in all of the federal and state
		jurisdictions where it is required to file income tax returns, as well as all
		open tax years in these jurisdictions. The Companys federal tax return
		has never been audited. In January 2006, the State of New Jersey concluded its
		fieldwork with respect to a tax audit for the years 2000 through 2004. The
		State of New Jersey took the position that amounts reimbursed to Genta by
		Aventis Pharmaceutical Inc. for co-development expenditures during the audit
		period were subject to Alternative Minimum Tax (AMA), resulting in a liability
		at that time of approximately $533 thousand. Although the Company and its
		outside tax advisors believe the State of New Jerseys position on the AMA
		liability is unjustified, there is little, if any, case law on the matter and
		it is probable that the Company will be required to pay the liability. In March
		2007, the Company received a formal assessment from the State of New Jersey for
		$712 thousand. As of March 31, 2007, the Company had accrued a tax liability of
		$533 thousand, penalties of $27 thousand and interest of $152 thousand related
		to this assessment. The Company will appeal this assessment during 2007.



The Company believes that its other income tax filing positions and
		deductions will be sustained on audit and does not anticipate any adjustments
		that will result in a material change to its financial position. Therefore, no
		reserves for uncertain income tax positions have been recorded pursuant to FIN
		48. In addition, the Company did not record a cumulative effect adjustment
		related to the adoption of FIN 48. If such adjustment were recorded, it would
		have been fully offset by a change in a valuation allowance.



The Company's policy for recording interest and penalties associated with
		audits is that penalties and interest expense are recorded in Interest expense
		in the Consolidated statements of operations. The Company recorded $78 thousand
		and $16 thousand in interest expense related to the State of New Jersey
		assessment during the three months ended March 31, 2007 and 2006, respectively.



Stock Options



Effective January 1, 2006, Genta adopted the fair value recognition
		provisions of Statement of Financial Accounting Standards No. 123 (revised
		2004), Share-Based Payment, (SFAS 123R), using
		the modified prospective transition method and therefore has not restated
		results for prior periods. Under the standard, all share-based payments
		including grants of employee stock options are recognized in the Consolidated
		Statement of Operations based on their fair values, as pro-forma disclosure is
		no longer an alternative. The amount of compensation cost is measured based on
		the grant-date fair value of the equity instrument issued. The Company utilizes
		a Black-Scholes option-pricing model to measure the fair value of stock options
		granted to employees. See Note 9 and Note 10 to our Consolidated Financial
		Statements for a further discussion on share-based compensation.



Net Loss Per Common Share



Net loss per common share for the three months ended March 31, 2007 and
		2006, respectively, are based on the weighted average number of shares of
		common stock outstanding during the periods. Basic and diluted loss per share
		are identical for all periods presented as potentially dilutive securities have
		been excluded from the calculation of the diluted net loss per common share
		because the inclusion of such securities would be antidilutive. The potentially
		dilutive securities include 12.8 million and 12.7 million shares on March 31,
		2007 and 2006, respectively, reserved for the conversion of convertible
		preferred stock and the exercise of outstanding options and warrants.



Recent Accounting Pronouncements



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
		for Financial Assets and Financial Liabilities.SFAS No. 159 permits all
		entities to choose to elect, at specified election dates, to measure eligible
		financial instruments at fair value. An entity shall report unrealized gains
		and losses on items for which the fair value option has been elected in
		earnings at each subsequent reporting date and recognize upfront costs and fees
		related to those items in earnings as incurred and not deferred. SFAS No. 159
		applies to fiscal years beginning after November 15, 2007, with early adoption
		permitted for an entity that has also elected to apply the provisions of SFAS
		No. 157, Fair Value Measurements. The Company is currently evaluating
		the impact, if any, the adoption of SFAS No. 159 may have on its financial
		statements.



9





In September 2006, the FASB issued SFAS No. 157, Fair Value
		Measurements. SFAS No. 157 defines fair value, establishes a
		framework for measuring fair value in accordance with accounting principles
		generally accepted in the United States of America and expands disclosures
		about fair value measurements. SFAS No. 157 applies under other accounting
		pronouncements that require or permit fair value measurements. Accordingly,
		this pronouncement does not require any new fair value measurements. The
		Company is required to adopt SFAS No. 157 beginning January 1, 2008.
		The Company is currently evaluating the impact, if any, the adoption of
		SFAS No. 157 may have on its financial statements.





3.

Marketable Securities



The carrying amounts of the Companys marketable securities, which
		are primarily securities of government-backed agencies, 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, 2007 |   |        | December 31, 2006
|Cost                        |  |  |                | $ | 23,819 |                   |  |  |  | $ | 19,911 | 
|Gross unrealized
			 gains  |  |  |                |   | 57     |                   |  |  |  |   | 31     | 
|Gross unrealized
			 losses |  |  |                |   | —      |                   |  |  |  |   | —      | 
|Fair value                  |  |  |                | $ | 23,876 |                   |  |  |  | $ | 19,942 | 
|                           



The fair value of each marketable security has been compared to its cost
		and therefore, an unrealized gain of  $57 thousand and $31 thousand has
		been recognized in Accumulated other comprehensive income at March 31, 2007 and
		December 31, 2006, respectively.



4.

Workforce reduction



In December 2006, due to the FDAs non-approval of the
		Companys NDA for CLL, the Company initiated a series of steps that were
		designed to conserve cash. The Company reduced its workforce by 34 positions,
		or approximately 35%, including the elimination of 18 positions classified as
		research and development, 9 in sales and marketing and 7 in administration.
		Severance costs of $0.7 million were recognized in operating expenses as of
		December 31, 2006, including $0.3 million in research and development expenses
		and $0.4 million in selling, general and administrative expenses in the
		Company's Consolidated Statements of Operations. Payment of the severance began
		in January 2007.



The activity in the Employee termination cost liability for the period
		ended March 31, 2007 is presented in the table below ($ thousands):



|                                     |  |  |                            |   |     | 
|------------------------------------ |  |  | -------------------------- | - | --- | 
|                                     |  |  | Employee termination costs
|Accrued as of
			 January 1, 2007    |  |  |                            | $ | 747 | 
|Paid through
			 March 31, 2007      |  |  |                            |   | 668 | 
|Accrued as of March 31, 2007
			 (1) |  |  |                            | $ | 79  | 
|                                    





(1)

Included in Accounts payable and accrued expenses.



10





5.

Inventory



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, 2007 |   |     | December 31, 2006
|Raw materials   |  |  |                | $ | 24  |                   |  |  |  | $ | 24  | 
|Work in process |  |  |                |   | 94  |                   |  |  |  |   | 94  | 
|Finished goods  |  |  |                |   | 168 |                   |  |  |  |   | 190 | 
|                |  |  |                | $ | 286 |                   |  |  |  | $ | 308 | 
|               



The Company has substantial quantities of Genasense®drug
		supply which are recorded at zero cost. Such inventory would be available for
		the commercial launch of this product, should Genasense® be
		approved.



6.

Property and Equipment, Net



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



|                                                   |  |  |                        |  |   |                |   |        |                   |   |       |  |   |        |   |   |       | 
|-------------------------------------------------- |  |  | ---------------------- |  | - | -------------- | - | ------ | ----------------- | - | ----- |  | - | ------ | - | - | ----- | 
|                                                   |  |  | Estimated Useful Lives |  |   | March 31, 2007 |   |        | December 31, 2006
|Computer equipment                                 |  |  |                        |  | 3 |                |   |        |                   | $ | 2,763 |  |   |        |   | $ | 2,950 | 
|Software                                           |  |  |                        |  | 3 |                |   |        |                   |   | 3,090 |  |   |        |   |   | 3,406 | 
|Furniture and
			 fixtures                         |  |  |                        |  | 5 |                |   |        |                   |   | 936   |  |   |        |   |   | 936   | 
|Leasehold
			 improvements                         |  |  | 3 -
			 7              |  |   |                |   | 410    |                   |   |       |  |   | 410    |  
|Equipment                                          |  |  |                        |  | 5 |                |   |        |                   |   | 182   |  |   |        |   |   | 182   | 
|                                                   |  |  |                        |  |   |                |   | 7,381  |                   |   |       |  |   | 7,884  |  
|Less accumulated depreciation and
			 amortization |  |  |                        |  |   |                |   | (7,166 | )                 |   |       |  |   | (7,613 | )
|                                                   |  |  |                        |  |   |                | $ | 215    |                   |   |       |  | $ | 271    |  
|                                                  



7.

Notes Payable



During 2006, the Company issued notes payable to finance premiums for its
		corporate insurance policies of $1.2 million at interest rates running from
		5.4% to 5.6% and during 2005,  $1.3 million at 4.6% to 5.7%.
		 Payments were scheduled over seven equal monthly installments for the
		notes initiated in 2006 and for seven or eight equal monthly installments for
		the notes initiated in 2005.



8.

Stockholders Equity



Common Stock



In March 2007, the Company sold 30.0 million shares of the
		Companys common stock at a price of $0.36 per share, raising $10.1
		million, net of fees and expenses.





11





Series A Preferred Stock



Each share of Series A Preferred Stock is immediately convertible into
		shares of the Companys common stock, at a rate determined by dividing the
		aggregate liquidation preference of the Series A Preferred Stock by the
		conversion price. The conversion price is subject to adjustment for
		antidilution. As of March 31, 2007 and December 31, 2006, each share of Series
		A Preferred Stock was convertible into 14.0813 and 11.9813 shares of common
		stock, respectively. At March 31, 2007 and December 31, 2006, the Company had
		7,700 shares of Series A Convertible Preferred Stock issued and outstanding.



Common Stock Reserved



At March 31, 2007, the Company had 183.7 million shares of common stock
		outstanding, 12.8 million additional shares reserved for the conversion of
		convertible preferred stock and the exercise of outstanding options and
		warrants and 5.1 million additional shares of common stock authorized for
		issuance and remaining to be granted under the Companys stock option
		plans.



9.

Share-Based Compensation



Effective January 1, 2006, the Company adopted SFAS 123R, which requires
		the Company to measure the cost of employee services received in exchange for
		all equity awards granted based on the fair value of the award as of the grant
		date. The Company adopted SFAS 123R using the modified prospective transition
		method, which required the Company to record compensation cost related to
		unvested stock awards as of December 31, 2005 by recognizing the
		unamortized grant date fair value of these awards over the remaining requisite
		service periods of those awards, with no change in historical reported
		earnings. Awards granted after December 31, 2005 are valued at fair value
		in accordance with the provisions of SFAS 123R and are recognized on a
		straight-line basis over the requisite service periods of each award. The
		standard also requires the Company to estimate forfeiture rates for all
		unvested awards, which it does based on its historical experience.



The Company estimates the fair value of each option award on the date of
		the grant using the Black-Scholes option valuation model. Expected volatilities
		are based on the historical volatility of the Companys common stock over
		a period commensurate with the options expected term. The expected term
		represents the period of time that options granted are expected to be
		outstanding and is calculated in accordance with the Securities and Exchange
		Commission (SEC) guidance provided in the SECs Staff
		Accounting Bulletin 107, (SAB 107), using a simplified
		method. The risk-free interest rate assumption is based upon observed interest
		rates appropriate for the expected term of the Companys stock options.
		The following table summarizes the weighted-average assumptions used in the
		Black-Scholes model for options granted during the three months ended March 31,
		2007 and 2006, respectively:



|                             |  |  |                                  |  |      |      |  |  |  |  |      |  
|---------------------------- |  |  | -------------------------------- |  | ---- | ---- |  |  |  |  | ---- | -
|                             |  |  | Three Months Ended March
			 31,
|                             |  |  | 2007                             |  |      | 2006
|Expected volatility          |  |  |                                  |  | 102  | %    |  |  |  |  | 98   | %
|Expected dividends           |  |  |                                  |  | —    |      |  |  |  |  | —    |  
|Expected term (in
			 years) |  |  |                                  |  | 6.25 |      |  |  |  |  | 6.25 |  
|Risk-free rate               |  |  |                                  |  | 4.6  | %    |  |  |  |  | 4.6  | %
|                            



The share-based compensation expense recognized for the three months
		ended March 31, 2007 and 2006, respectively, was comprised as follows:



|                                                                         |  |  |                                  |   |      |      |  |  |  |   |      | 
|------------------------------------------------------------------------ |  |  | -------------------------------- | - | ---- | ---- |  |  |  | - | ---- | 
|                                                                         |  |  | Three Months Ended March
			 31,
|($ thousands, except per share
			 data)                                 |  |  | 2007                             |   |      | 2006
|Research and development
			 expenses                                    |  |  |                                  | $ | 207  |      |  |  |  | $ | 207  | 
|Selling, general and
			 administrative                                  |  |  |                                  |   | 363  |      |  |  |  |   | 390  | 
|Total share-based compensation
			 expense                               |  |  |                                  | $ | 570  |      |  |  |  | $ | 597  | 
|Share-based compensation expense, per
			 basic and diluted common share |  |  |                                  | $ | 0.00 |      |  |  |  | $ | 0.01 | 
|                                                                        





12





10.

Stock Option Plans



As of March 31, 2007, the Company has two share-based compensation plans,
		which are described below:



1998 Stock Incentive Plan



Pursuant to the Companys 1998 Stock Incentive Plan, as amended,
		(the 1998 Plan), 20.5 million shares have been provided for the
		grant of stock options to employees, directors, consultants and advisors of the
		Company. Option awards must be granted with an exercise price at not less than
		the fair market price of the Companys common stock on the date of the
		grant; those option awards generally vest over a four-year period in equal
		increments of 25%, beginning on the first anniversary of the date of the grant.
		All options granted have contractual terms of ten years from the date of the
		grant.



The following table summarizes the option activity under the 1998 Plan as
		of March 31, 2007 and changes during the quarter then ended:



|                                                  |  |  |                                 |  |        |                                 |  |  |                                                        |   |      |                                              |  |  |  |  |     |  |  |  |  |   |   | 
|------------------------------------------------- |  |  | ------------------------------- |  | ------ | ------------------------------- |  |  | ------------------------------------------------------ | - | ---- | -------------------------------------------- |  |  |  |  | --- |  |  |  |  | - | - | 
|Stock Options                                     |  |  | Number of Shares (in thousands) |  |        | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in years) |   |      | Aggregate Intrinsic Value (in
			 thousands)
|Outstanding at January 1,
			 2007                |  |  |                                 |  | 11,616 |                                 |  |  |                                                        | $ | 4.37 |                                              |  |  |  |  |     |  |  |  |  |   |   | 
|Granted                                           |  |  |                                 |  | 583    |                                 |  |  |                                                        |   | 0.46 |                                              |  |  |  |  |     |  |  |  |  |   |   | 
|Exercised                                         |  |  |                                 |  | —      |                                 |  |  |                                                        |   | —    |                                              |  |  |  |  |     |  |  |  |  |   |   | 
|Forfeited or
			 expired                          |  |  |                                 |  | 319    |                                 |  |  |                                                        |   | 1.68 |                                              |  |  |  |  |     |  |  |  |  |   |   | 
|Outstanding at March 31,
			 2007                 |  |  |                                 |  | 11,880 |                                 |  |  |                                                        | $ | 4.25 |                                              |  |  |  |  | 5.4 |  |  |  |  | $ | — | 
|Vested and expected to vest at
			 March 31, 2007 |  |  |                                 |  | 7,128  |                                 |  |  |                                                        | $ | 4.25 |                                              |  |  |  |  | 5.4 |  |  |  |  | $ | — | 
|Exercisable at March 31,
			 2007                 |  |  |                                 |  | 7,893  |                                 |  |  |                                                        | $ | 4.09 |                                              |  |  |  |  | 4.1 |  |  |  |  | $ | — | 
|                                                 



There is no intrinsic value to outstanding stock options as the exercise
		prices of all outstanding options are above the market price of the
		Companys stock at March 31, 2007. The amount of aggregate intrinsic value
		will change based on the market value of the Companys stock. The
		weighted-average grant-date fair value of options granted during the three
		months ended March 31, 2007 was $0.38.



As of March 31, 2007, there was approximately $1.6 million of total
		unrecognized compensation cost related to non-vested share-based compensation
		granted under the 1998 Plan, which is expected to be recognized over a
		weighted-average period of 1.5 years.



1998 Non-Employee Directors Plan



Pursuant to the Companys 1998 Non-Employee Directors Plan as
		amended (the Directors Plan), 3.8 million shares have been
		provided for the grant of non-qualified stock options to the Companys
		non-employee members of the Board of Directors. Option awards must be granted
		with an exercise price at not less than the fair market price of the
		Companys common stock on the date of the grant. Initial option grants
		vest over a three-year period in equal increments, beginning on the first
		anniversary of the date of the grant. Subsequent grants, generally vest on the
		date of the grant. All options granted have contractual terms of ten years from
		the date of the grant.



The fair value of each option award is estimated on the date using the
		same valuation model used for options granted under the 1998 Plan.





13





The following table summarizes the option activity under the
		Directors Plan as of March 31, 2007 and changes during the quarter then
		ended:



|                                                  |  |  |                                 |  |     |                                 |  |  |                                                        |   |      |                                          |  |  |  |  |     |  |  |  |  |   |   | 
|------------------------------------------------- |  |  | ------------------------------- |  | --- | ------------------------------- |  |  | ------------------------------------------------------ | - | ---- | ---------------------------------------- |  |  |  |  | --- |  |  |  |  | - | - | 
|Stock Options                                     |  |  | Number of Shares (in thousands) |  |     | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in years) |   |      | Aggregate Intrinsic Value (in thousands)
|Outstanding at January 1,
			 2007                |  |  |                                 |  | 601 |                                 |  |  |                                                        | $ | 6.17 |                                          |  |  |  |  |     |  |  |  |  |   |   | 
|Granted                                           |  |  |                                 |  | —   |                                 |  |  |                                                        |   | —    |                                          |  |  |  |  |     |  |  |  |  |   |   | 
|Exercised                                         |  |  |                                 |  | —   |                                 |  |  |                                                        |   | —    |                                          |  |  |  |  |     |  |  |  |  |   |   | 
|Forfeited or
			 expired                          |  |  |                                 |  | —   |                                 |  |  |                                                        |   | —    |                                          |  |  |  |  |     |  |  |  |  |   |   | 
|Outstanding at March 31,
			 2007                 |  |  |                                 |  | 601 |                                 |  |  |                                                        | $ | 6.17 |                                          |  |  |  |  | 6.2 |  |  |  |  | $ | — | 
|Vested and expected to vest at
			 March 31, 2007 |  |  |                                 |  | 361 |                                 |  |  |                                                        | $ | 6.17 |                                          |  |  |  |  | 6.2 |  |  |  |  | $ | — | 
|Exercisable at March 31,
			 2007                 |  |  |                                 |  | 569 |                                 |  |  |                                                        | $ | 6.44 |                                          |  |  |  |  | 6.1 |  |  |  |  | $ | — | 
|                                                 



There is no intrinsic value to outstanding stock options as the exercise
		prices of all outstanding options are above the market price of the
		Companys stock at March 31, 2007. The amount of aggregate intrinsic value
		will change based on the market value of the Companys stock.



11.

Comprehensive Loss



An analysis of comprehensive loss is presented below:



|                                                                              |  |  |                                  |   |        |      |  |  |  |   |        |  
|----------------------------------------------------------------------------- |  |  | -------------------------------- | - | ------ | ---- |  |  |  | - | ------ | -
|($ in thousands)                                                              |  |  | Three Months Ended
			 March 31,
|                                                                              |  |  | 2007                             |   |        | 2006
|Net loss                                                                      |  |  |                                  | $ | (5,605 | )    |  |  |  | $ | (9,895 | )
|Change in market value of
			 available-for-sale marketable securities        |  |  |                                  |   | 33     |      |  |  |  |   | —      |  
|Less: reclassification adjustment for
			 realized gains included in net loss |  |  |                                  |   | (7     | )    |  |  |  |   | (61    | )
|Total comprehensive
			 loss                                                  |  |  |                                  | $ | (5,579 | )    |  |  |  | $ | (9,956 | )
|                                                                             





14





12.

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 its principal
		officers on behalf of purported classes of the Companys shareholders who
		purchased its 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 the Companys 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. On September 30, 2005, the court granted in part and denied in part the
		Companys motion to dismiss the plaintiffs complaint. The court
		dismissed plaintiffs claim that the defendants engaged in a scheme or
		artifice to defraud plaintiffs, but allowed plaintiffs claims to proceed
		with respect to their allegations that defendants issued false and misleading
		public statements about Genasense®. In non-binding mediation,
		the Company has reached an agreement in principle with plaintiffs to settle the
		class action litigation in consideration for issuance of 12.0 million shares of
		common stock of the Company and $18.0 million in cash for the benefit of
		plaintiffs and the shareholder class. The cash portion of the proposed
		settlement will be covered by the Companys insurance carriers. The
		Company is actively engaged in preparing the written Stipulation and Agreement
		of Settlement, which will be filed with the Court seeking preliminary approval.
		Under FASB Statement No. 5, Accounting for Contingencies and
		FASB Interpretation No. 14, Reasonable Estimation of the Amount of a
		Loss, an interpretation of FASB Statement No. 5, the Company recorded an expense of $5.3 million, composed
		of the 12.0 million shares of the Companys common stock valued at a
		market price of $0.44 on December 31, 2006. At March 31, 2007, the revised
		estimated value of the common shares portion of the litigation settlement is
		$3.7 million, based on a closing price of Gentas common stock of $0.31
		per share, resulting in a reduction in the provision of $1.6 million recognized
		in the first quarter of 2007. The amount of the liability will continue to be
		adjusted based on the market price of the Companys stock until final
		Court approval of the settlement, at which time, the value of the shares to be
		issued will be fixed. The Company also originally recorded a liability for the
		settlement of litigation of $23.2 million, which at March 31, 2007, was reduced
		to  $21.7 million. The liability for the settlement of litigation is
		included in Accounts payable and accrued expenses and an insurance receivable
		of $18.0 million is included in Prepaid expenses and other current assets.



In addition, two separate shareholder derivative actions have been filed
		against the directors and certain officers of Genta in New Jersey State and
		Federal courts. The Federal shareholder derivative action was consolidated with
		the securities action.



Genta has reached a final agreement with the Federal shareholder
		derivative plaintiffs to settle the Federal shareholder derivative action. On
		October 10, 2006, the United States District Court for the District of New
		Jersey gave preliminary approval to the parties settlement agreement. On
		May 7, 2007, the proposed settlement received final approval from the Court. On
		October 31, 2006, Genta and the defendants entered into a Release and
		Settlement Agreement with the Companys insurance carrier, pursuant to
		which the Companys insurance will cover the settlement fee, the costs of
		notice to shareholders required by the courts preliminary approval order
		and defense costs incurred in connection with the action. The amount of the
		proposed settlement is $200 thousand, which will be covered by the
		Companys insurance carriers. The Company recorded a liability for the
		settlement of litigation of $200 thousand, which is included in Accounts
		payable and accrued expenses and an insurance receivable of $200 thousand,
		which is included in Prepaid expenses and other current assets.



Based on facts substantially similar to those asserted in the shareholder
		class actions, the State derivative plaintiffs claim that defendants have
		breached their fiduciary duties to the shareholders and committed other
		violations of New Jersey law. On February 9, 2006, the Superior Court of New
		Jersey dismissed the plaintiffs' derivative complaint in the New
		Jersey State case based in part on plaintiffs failure to make a pre-suit
		demand on Genta's Board of Directors and in part based on plaintiffs'
		failure to state a cause of action. Plaintiffs motion for reconsideration
		was denied and they filed a notice of appeal.  On December 11, 2006,
		plaintiffs filed their appellate brief and on January 18, 2007, the Company
		filed its response.  The matter is pending before the appellate court. The
		Company has continued to deny all of the allegations in all of these
		proceedings, and their potential settlements do not constitute an admission of
		guilt or liability.





15





13.

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



No interest or income taxes were paid for the three months ended March
		31, 2007, and 2006, respectively.



14.

Subsequent Event



On May 2, 2007, the Company announced that it had received a notice of
		delisting from the NASDAQ Global Market because the closing bid price of the
		Company's common stock is not in compliance with the $1.00 minimum closing bid
		price requirement, as set forth in Marketplace Rule 4450(a)(5). Subsequently,
		the Board of Directors unanimously approved a proposal that authorized the
		Board to effect a reverse stock split of all outstanding shares of the
		Companys Common Stock, at a ratio of either 1-for-2, 1-for-3, 1-for-4,
		1-for-5 or 1-for-6. This proposal will be submitted to shareholders for their
		approval at the Companys annual meeting of shareholders on July 11,
		2007.



16





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. We intend
		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 our views as of the date they are made with respect to
		future events and financial performance, but are subject to many risks and
		uncertainties, which could cause actual results to differ materially from any
		future results expressed or implied by such forward-looking statements.
		Forward-looking statements include, without limitation, statements about:



·

the Companys financial
		projections;

·

the Companys projected cash flow
		requirements and estimated timing of sufficient cash flow;

·

the Companys current and future
		license agreements, collaboration agreements, and other strategic
		alliances;

·

the Companys ability to obtain
		necessary regulatory approval for Genasense®(oblimersen
		sodium) Injection from the U.S. Food and Drug Administration (FDA) or European
		Medicines Agency (EMEA);

·

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 and any proposed
		settlement of such litigation;

·

the Companys ability to regain
		compliance with NASDAQs listing qualifications; and

·

the other risks described under Risk Factors
		in the Companys Annual Report on Form 10-K for the fiscal year ended
		December 31, 2006 and in this Form 10-Q.



We do 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. We are dedicated to the
		identification, development and commercialization of novel drugs for the
		treatment of cancer and related diseases. We have had recurring annual
		operating losses since inception and we expect 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 the eventual establishment of a sales and
		marketing organization. From our inception to March 31, 2007, we have incurred
		a cumulative net loss of $420.6 million. We expect that such losses will
		continue at least until our lead product, Genasense®, receives
		approval from the FDA or EMEA for commercial sale in one or more indications.
		Achievement of profitability is currently dependent on the timing of
		Genasense® regulatory approvals. We have experienced significant
		quarterly fluctuations in operating results and we expect that these
		fluctuations in revenues, expenses and losses will continue.



17





We had $29.4 million of cash, cash equivalents and marketable securities
		on hand at March 31, 2007. In March 2007, we sold 30.0 million shares of our
		common stock at a price of $0.36 per share, raising net proceeds of $10.1
		million. Cash used in operating activities during the first three months of
		2007, was $9.8 million.



Irrespective of whether a New Drug Application (NDA) or Marketing
		Authorization Application (MAA) for Genasense®are approved, we
		anticipate that we will require additional cash in order to maximize the
		commercial opportunity and continue its clinical development opportunities.
		Alternatives available to us to sustain our operations include 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. We will need substantial additional funds before
		we can expect to realize significant product revenue.



We will maintain an appropriate level of spending over the upcoming
		fiscal year, given the uncertainties inherent in our business and our current
		liquidity position. We believe that at the current rate of spending, we should
		have sufficient cash funds to maintain our present operations into the second
		quarter of 2008.



On March 7, 2007, we announced that we had entered into a Supply and
		Distribution Agreement with IDIS Limited (a privately owned company based in
		the United Kingdom) whereby IDIS will distribute Ganite® and
		Genasense® on a named patient basis. The
		global agreement covers territories outside the United States.
		Named patient distribution refers to the distribution
		or sale of a product to a specific healthcare professional for the treatment of
		an individual patient. IDIS will manage the named patient programs for us.



The agreement provides that we will supply the two products to IDIS on a
		consignment basis. We will be paid after sales are made by IDIS, which payment
		shall be based off of a monthly sales report received from IDIS. We will
		invoice IDIS based upon this monthly report, which invoice shall be calculated
		based upon a price minus a fee credited to IDIS. The agreement also provides
		for distribution by IDIS of a limited amount of drug product free of charge to
		indigent patients. We intend that a percentage of proceeds from the named
		patient program will be used to support the compassionate use program. We have
		agreed to pay a nominal one-time start-up fee for this program to IDIS and to
		pay IDIS a termination fee in the event it terminates either or both products
		within the first three years.



Our financial results in 2007 have been and will continue to be
		significantly affected by FDA and EMEA actions with respect to
		Genasense®.

In melanoma, we submitted a NDA to the FDA in 2003 for the use of
		Genasense® plus chemotherapy in patients with advanced melanoma.
		In May 2004, a majority of the Oncologic Drugs Advisory Committee (ODAC) failed
		to recommend approval of our NDA. As a consequence, we withdrew the NDA, which
		allows us to potentially resubmit the application. In 2005, we presented
		updated data from this trial, which show statistically significant increases in
		overall response, complete response, durable response and progression-free
		survival. An independent review of the X-rays confirmed the previously reported
		major responses with high concordance. An increase in overall survival by
		intent-to-treat analysis, which was the studys primary endpoint,
		approached but did not reach statistical significance (P=0.077). Our analysis
		identified a statistically significant treatment interaction for blood levels
		of an enzyme known as LDH, which was a prospectively specified component of
		stratification. When this effect was analyzed by treatment arm, survival was
		shown to be significantly superior for patients with a non-elevated LDH who
		received Genasense® (P=0.018; n=508). Safety and efficacy data
		from this trial were published in a scientific journal in October 2006.

On April 27, 2007, we announced that we will file a formal complaint and
		request for correction of information with the FDA under the Federal Data
		Quality Act. The complaint will challenge as erroneous a key statistical
		analysis of our data on Genasense® for melanoma used by FDA at
		the ODAC meeting on May 3, 2004. That analysis sought to discredit the finding
		that Genasense® yielded a statistically significant increase in
		progression-free survival (PFS). At that meeting, ODAC voted
		unanimously that PFS was an endpoint that would support full approval in the
		absence of a survival improvement in patients with advanced melanoma. We will
		seek a formal public acknowledgement of the error, removal of the analysis from
		the FDA website (with a note that the previous analysis was in error), and
		revision of the transcript.



18





On January 3, 2006, we announced that we had completed a MAA to the EMEA,
		which seeks approval for use of Genasense® plus dacarbazine for
		the treatment of patients with advanced melanoma who have not previously
		received chemotherapy. On April 27, 2007, we announced that we had been
		informed that the Committee for Medicinal Products for Human Use
		(CHMP) of the EMEA had issued a negative opinion on the MAA. The
		EMEA has a formal process whereby the sponsor of a MAA may request
		re-examination of the initial CHMP opinion, including a review by a specialist
		Oncology Scientific Advisory Group (SAG). We announced on April 27,
		2007 that we would seek re-examination of the MAA.

On April 18, 2007, we announced that we will conduct a new randomized
		controlled Phase 3 trial of Genasense® in patients with advanced
		melanoma. We have sought scientific advice on final aspects of the trial design
		from regulatory authorities in Europe and the United States. We are actively
		recruiting experienced investigative sites in Europe, Australia, and North and
		South America, and expect to initiate patient enrollment during the summer of
		2007.

The trial is designed to expand evidence for the safety and efficacy of
		Genasense® combined with dacarbazine for patients who have not
		previously been treated with chemotherapy. The study will prospectively target
		patients using a biomarker that identified patients who derived maximal benefit
		in a preceding trial of Genasense®, including significant
		increases in overall and progression-free survival. We expect to enroll
		approximately 300 subjects in this trial. Genasense® in melanoma
		has been designated an Orphan Drug in Australia and the United States, and the
		drug has Fast Track designation in the United States.

In chronic lymphocytic leukemia (CLL), we conducted a Phase 3 trial in
		241 patients with relapsed or refractory disease who were treated with
		fludarabine and cyclophosphamide (Flu/Cy) with or without
		Genasense®.The trial achieved its primary endpoint:
		a statistically significant increase in the proportion of patients who achieved
		a complete or nodular partial response (CR/nPR), (17% vs. 7%; P=0.025).
		Patients who achieved this level of response experienced disappearance of
		predefined disease symptoms, including fever, night sweats, fatigue, abdominal
		discomfort due to an enlarged spleen and impaired mobility due to swollen lymph
		nodes. A key secondary endpoint, duration of CR/nPR, was also significantly
		longer for patients treated with Genasense®, (median not reached
		but exceeding 36+ months in the Genasense® group, versus 22
		months in the chemotherapy-only group).



Several secondary endpoints were not improved by the addition of
		Genasense® including overall response rate (i.e., the percentage
		of patients who achieved CR/nPR plus partial response), time-to-disease
		progression or overall survival. 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 nine patients treated with
		Genasense®plus chemotherapy compared with five 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. 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®.



On December 28, 2005, we completed submission of an NDA to the FDA that
		sought accelerated approval for the use of Genasense® in
		combination with fludarabine plus cyclophosphamide for the treatment of
		patients with relapsed or refractory CLL who had previously received
		fludarabine. Genasense® had previously received Fast Track
		designation in CLL, meaning that the indication represented an unmet medical
		need, as well as designation as an Orphan Drug, by the FDA.

On September 6, 2006, the ODAC voted seven to three not to recommend
		approval of Genasense® and on December 15, 2006, we received a
		non-approvable notice from the FDA. The Company believes that its application
		met the regulatory requirements for approval and on April 4, 2007, announced
		that it had filed a formal appeal of this non-approvable notice. The appeal was
		filed pursuant to the FDAs Formal Dispute Resolution process that exists
		within FDAs Center for Drug Evaluation and Research (CDER).
		Responses for CDER appeals are typically made within 30 to 60 days. In seeking
		reconsideration, the appeal reflects several views:



·

Complete response confers clinical benefit
		in CLL. By definition, a complete response requires elimination of all evident
		disease, normalization of blood counts, and resolution of specific
		disease-related symptoms.

·

Complete responses - the primary endpoint of
		the Genasense® trial  were more than doubled if the
		chemotherapy regimen included Genasense® compared to
		chemotherapy used alone  an increase that was statistically significant.



19





·

The median duration of complete response
		exceeded 3 years, at least 50% longer, if the chemotherapy regimen included
		Genasense®  a clinically meaningful and
		statistically significant increase in a prospectively specified secondary
		endpoint.

·

The Genasense® study
		is the only randomized controlled trial ever conducted in this population.

·

The number, type, and severity of adverse
		reactions encountered with Genasense® were comparable to
		other leukemia drugs, and these reactions are managed by specialists.



In November 2004, we reported that our randomized Phase 3 clinical trial
		of Genasense® in patients with multiple myeloma did not meet its
		primary endpoint. On December 8, 2006, we announced that we had been notified
		that preliminary results from a randomized Phase 3 trial of chemotherapy with
		or without Genasense® in patients with acute myeloid leukemia,
		(AML), suggested the study was unlikely to meet its primary endpoint. On
		February 23, 2007, we announced that preliminary results from a randomized
		Phase 2 study of Genasense® plus chemotherapy in patients with
		advanced prostate cancer showed no between-group difference in
		prostate-specific antigen.  While follow-up and analyses of the AML and
		prostate trials are continuing, we do not believe any of these trials will
		support regulatory approval of Genasense® in these indications.



We have completed accrual into a randomized Phase 2 trial of chemotherapy
		with or without Genasense® in previously treated patients with
		non-small cell lung cancer. We expect that the data from this trial will be
		available in 2007. We are also conducting a number of non-randomized clinical
		trials in patients with various types of cancer, either under our own
		sponsorship or in collaboration with the National Cancer Institute.



On October 13, 2006, we announced the initiation of a Phase 1 clinical
		trial using a new anticancer drug derived from our DNA/RNA Medicines program.
		The new compound (G4460) uses antisense technology to target a proto-oncogene
		known as c-myb that regulates key functions in cancer cells. Using an
		accelerated dosing schedule, this study will evaluate dosing regimens, safety,
		biologic activity, and down-regulation of c-myb in patients with
		advanced hematologic cancers. The clinical trial is being conducted at the
		University of Pennsylvania. G4460 has been granted Orphan Drug Designation by
		the FDA for treatment of patients with chronic myelocytic leukemia (CML).



Results of Operations



|                                                |  |  |                                                                    |   |        |      |  |  |                     |   |        |   |  |  |  |   |        |   |  |  |  |  |      |   
|----------------------------------------------- |  |  | ------------------------------------------------------------------ | - | ------ | ---- |  |  | ------------------- | - | ------ | - |  |  |  | - | ------ | - |  |  |  |  | ---- | --
|                                                |  |  | Summary Operating Results For the three months ended
			 March 31,
|($ thousands)                                   |  |  |                                                                    |   |        |      |  |  | Increase (Decrease)
|                                                |  |  | 2007                                                               |   |        | 2006 |  |  | $                   |   |        | %
|Product sales 
			 net                         |  |  |                                                                    | $ | 94     |      |  |  |                     | $ | 67     |   |  |  |  | $ | 27     |   |  |  |  |  | 41   | % 
|Cost of goods sold                              |  |  |                                                                    |   | 22     |      |  |  |                     |   | 16     |   |  |  |  |   | 6      |   |  |  |  |  | 38   | % 
|Gross margin                                    |  |  |                                                                    |   | 72     |      |  |  |                     |   | 51     |   |  |  |  |   | 21     |   |  |  |  |  | 42   | % 
|Operating expenses:                             |  |  |                                                                    |   |        |      |  |  |                     |   |        |   |  |  |  |   |        |   |  |  |  |  |      |   
|Research and
			 development                    |  |  |                                                                    |   | 3,383  |      |  |  |                     |   | 4,750  |   |  |  |  |   | (1,367 | ) |  |  |  |  | (29  | %)
|Selling, general and
			 administrative         |  |  |                                                                    |   | 4,052  |      |  |  |                     |   | 5,456  |   |  |  |  |   | (1,404 | ) |  |  |  |  | (26  | %)
|Provision for settlement of
			 litigation, net |  |  |                                                                    |   | (1,560 | )    |  |  |                     |   | —      |   |  |  |  |   | (1,560 | ) |  |  |  |  | (100 | %)
|Total operating
			 expenses                    |  |  |                                                                    |   | 5,875  |      |  |  |                     |   | 10,206 |   |  |  |  |   | (4,331 | ) |  |  |  |  | (43  | %)
|Other income, net                               |  |  |                                                                    |   | 198    |      |  |  |                     |   | 260    |   |  |  |  |   | (62    | ) |  |  |  |  | (24  | %)
|Net loss                                        |  |  |                                                                    | $ | (5,605 | )    |  |  |                     | $ | (9,895 | ) |  |  |  |   | 4,290  |   |  |  |  |  | 44   | % 
|                                               

Total revenues



Product sales-net of Ganite® increased to $94 thousand for
		the three months ended March 31, 2007 compared with $67 thousand for the three
		months ended March 31, 2006, partly due to a price increase initiated in
		November 2006.



Cost of goods sold



There was a higher cost of goods sold in the three months ended March 31,
		2007 than in the three months ended March 31, 2006 as a result of higher
		product sales.



20





Research and development expenses

Research and development expenses were $3.4 million for the three months
		ended March 31, 2007 compared to $4.8 million for the three months ended March
		31, 2006. The first quarter of 2006 included higher manufacturing and other
		expenses incurred in preparation for the possible commercial launch of
		Genasense®and expenses related to regulatory review. The
		decline in expenses in 2007 reflects the comparison to this higher level of
		expenses in 2006 as well as the impact of a staff reduction in December 2006,
		which was implemented after the FDAs non-approval of our NDA for
		Genasense® in CLL.

Research and development expenses incurred on the
		Genasense® project during the three months ended March 31, 2007
		were approximately $2.7 million, representing 84% of research and development
		expenses (before share-based compensation expense, see Note 9 to our
		Consolidated 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 subject to wide
		variability. 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 that review applications for marketing
		approvals. As such, clinical development and regulatory programs are subject to
		risks and changes that may significantly impact cost projections and timelines.



Selling, general and administrative expenses



Selling, general and administrative expenses were $4.1 million for the
		three months ended March 31, 2007compared to $5.5
		million for the three months ended March 31, 2006. The first quarter of 2006
		included a buildup of sales and marketing expenses incurred in preparation for
		a possible commercial launch of Genasense®. The decline in
		expenses in 2007 reflects the comparison to this higher level of expenses in
		2006 as well as the impact of the December 2006 staff reduction.

Provision for settlement of litigation, net

In the fourth quarter of 2006, we recorded an expense of $5.3 million
		that provides for the issuance of 12.0 million shares of Genta common stock,
		for a settlement in principle of class action litigation. The expense is net of
		insurance recovery of $18.0 million.At March 31, 2007, the revised
		estimated value of the common shares portion of the litigation settlement is
		$3.7 million, based on a closing price of Gentas common stock of $0.31
		per share, resulting in a reduction in the provision of $1.6 million,
		recognized in the first quarter of 2007.

Other income, net



Other income, net of $0.2 million for the three months ended March 2007
		declined from $0.3 million for the prior-year period, primarily due to interest
		expense resulting from a State of New Jersey income tax audit.





In January 2006 the State of New Jersey concluded its fieldwork with
		respect to a tax audit for the years 2000 through 2004. The State of New Jersey
		took the position that amounts reimbursed to us by Aventis Pharmaceutical Inc.
		for co-development expenditures during the audit period were subject to
		Alternative Minimum Tax (AMA), resulting in a liability at that time of
		approximately $533 thousand. Although we and our outside tax advisors believe
		the State of New Jerseys position on the AMA liability is unjustified,
		there is little, if any, case law on the matter and it is probable that we will
		be required to pay the liability. In March 2007, we received a formal
		assessment from the State of New Jersey for $712 thousand. We will appeal this
		assessment during 2007.



Net loss

Genta incurred a net loss of $5.6 million, or $0.04 per share for the
		three months ended March 31, 2007 and $9.9 million, or $0.08 per share, for the
		three months ended March 31, 2006.



The lower net loss in 2007 is primarily due to a comparison with a
		prior-year period that reflected a buildup of sales, marketing and
		manufacturing expenses incurred in anticipation of a possible commercial launch
		of Genasense®. In addition, results in 2007 reflect the staff
		reduction in December 2006 and include a benefit of $1.6 million due to a
		reduction in the provision for settlement of litigation.



21





Liquidity and Capital Resources



At March 31, 2007, we had cash, cash equivalents and marketable
		securities totaling $29.4 million compared with $29.5 million at December 31,
		2006. During the first three months of 2007, cash used in operating activities
		was $9.8 million compared with $11.5 million for the same period in 2006. The
		prior period reflects higher spending in anticipation of a potential commercial
		launch of Genasense®.



In March 2007, we sold 30.0 million shares of our common stock at a price
		of $0.36 per share, raising net proceeds of $10.1 million.



On May 2, 2007, we announced that we had received a notice of delisting
		from the NASDAQ Global Market because the closing bid price of our common stock
		is not in compliance with the $1.00 minimum closing bid price requirement, as
		set forth in NASDAQ Marketplace Rule 4450(a)(5). Subsequently, our Board of
		Directors unanimously approved a proposal that authorized our Board to effect a
		reverse stock split of all outstanding shares of our common stock, at a ratio
		of either 1-for-2, 1-for-3, 1-for-4, 1-for-5 or 1-for-6. This proposal will be
		submitted to shareholders for their approval at our annual meeting of
		shareholders on July 11, 2007.



During 2006, we issued notes payable to finance premiums for our
		corporate insurance policies of $1.2 million at interest rates running from
		5.4% to 5.6%. Payments were scheduled over seven equal monthly installments for
		the notes initiated in 2006. The remaining balance on the notes payable was
		$0.3 million at March 31, 2007. We will attempt to finance our insurance
		premiums in 2007.



Irrespective of whether an NDA or MAA for Genasense® are
		approved, we will require additional cash in order to maximize this commercial
		opportunity and to continue its clinical development opportunities. We have had
		discussions with other companies regarding partnerships for the further
		development and global commercialization of Genasense®.
		Additional alternatives available to us to sustain our operations include
		financing arrangements with potential corporate partners, debt financing,
		asset-based loans, royalty-based financing, equity financing, profits from
		named-patient sales, and other potential sources of financing. However, there
		can be no assurance that any such collaborative agreements or other sources of
		funding will be available to us on favorable terms, if at all.



We will maintain an appropriate level of spending over the upcoming
		fiscal year, given the uncertainties inherent in our business and our current
		liquidity position. Management believes that at the current rate of spending,
		we should have sufficient cash funds to maintain our present operation into the
		second quarter of 2008.



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.



22





Recent Accounting Pronouncements



In February 2007, the Financial Accounting Standards Board (FASB) issued
		SFAS No. 159, The Fair Value Option for Financial Assets and Financial
		Liabilities.SFAS No. 159 permits all entities to choose to elect, at
		specified election dates, to measure eligible financial instruments at fair
		value. An entity shall report unrealized gains and losses on items for which
		the fair value option has been elected in earnings at each subsequent reporting
		date and recognize upfront costs and fees related to those items in earnings as
		incurred and not deferred. SFAS No. 159 applies to fiscal years beginning after
		November 15, 2007, with early adoption permitted for an entity that has also
		elected to apply the provisions of SFAS No. 157, Fair Value
		Measurements. We are currently evaluating the impact, if any, the adoption
		of SFAS No. 159 may have on our financial statements.



In September 2006, the FASB issued SFAS No. 157, Fair Value
		Measurements. SFAS No. 157 defines fair value, establishes a
		framework for measuring fair value in accordance with accounting principles
		generally accepted in the United States of America and expands disclosures
		about fair value measurements. SFAS No. 157 applies under other accounting
		pronouncements that require or permit fair value measurements. Accordingly,
		this pronouncement does not require any new fair value measurements. We are
		required to adopt SFAS No. 157 beginning January 1, 2008. We are
		currently evaluating the impact, if any, the adoption of SFAS No. 157
		may have on our financial statements.



In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48),
		Accounting for Uncertainty in Income Taxes. FIN 48 prescribes detailed
		guidance for the financial statement recognition, measurement and disclosure of
		uncertain tax positions recognized in an enterprises financial statements
		in accordance with FASB Statement No. 109, Accounting for Income Taxes.
		Tax positions must meet a more-likely-than-not recognition threshold at the
		effective date to be recognized upon the adoption of FIN 48 and in subsequent
		periods. FIN 48 is effective for fiscal years beginning after December 15, 2006
		and the provisions of FIN 48 are applied to all tax positions upon initial
		adoption of the Interpretation. The cumulative effect of applying the
		provisions of this Interpretation will be reported as an adjustment to the
		opening balance of retained earnings for that fiscal year. As we have provided
		a full valuation allowance to reserve for our net deferred tax assets at
		December 31, 2006, the adoption of this standard did not have a material impact
		on our results of operations, financial condition, or cash flows.



Critical Accounting Policies



Our significant accounting policies are more fully described in Note 2 to
		our consolidated financial statements. In preparing our financial statements in
		accordance with accounting principles generally accepted in the United States
		of America, management is required to make estimates and assumptions that,
		among other things, affect the reported amounts of assets and liabilities and
		reported amounts of revenues and expenses. These estimates are most significant
		in connection with our critical accounting policies, namely those of our
		accounting policies that are most important to the portrayal of our financial
		condition and results and require managements most difficult, subjective
		or complex judgments. These judgments often result from the need to make
		estimates about the effects of matters that are inherently uncertain. Actual
		results may differ from those estimates under different assumptions or
		conditions. We believe that the following represents our critical accounting
		policies:

·

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



Under our Supply and Distribution agreement with IDIS Limited, we will
		supply Ganite® and Genasense® to IDIS on a
		consignment basis. We will recognize revenue when IDIS reports that it has
		delivered product to customers, which is the point in time that title to the
		product and risk of loss has passed.



·

Research and development
		costs. All such costs are expensed as incurred, including raw
		material costs required to manufacture drugs for clinical trials.



23





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 consolidated 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.

Our 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, 2007. Therefore, there will be no ongoing exposure to
		a potential 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s Chief Executive Officer and
		Chief Financial Officer conducted an evaluation as of the end of the period
		covered by this report of the effectiveness of the Companys
		disclosure controls and procedures (as defined in
		Exchange Act Rule 13a-15(e)). Based on that evaluation, the Chief Executive
		Officer and Chief Financial Officer concluded that the Companys
		disclosure controls and procedures were effective as of the end of the period
		covered by this report.



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.



24







PART II



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 its principal
		officers on behalf of purported classes of the Companys shareholders who
		purchased its securities during several class periods. The complaints have been
		consolidated into a single action and allege that Genta 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. On September 30,
		2005, the court granted in part and denied in part our motion to dismiss the
		plaintiffs complaint. The court dismissed plaintiffs claim that the
		defendants engaged in a scheme or artifice to defraud plaintiffs, but allowed
		plaintiffs claims to proceed with respect to their allegations that
		defendants issued false and misleading public statements about
		Genasense®. In non-binding mediation, we have reached an
		agreement in principle with plaintiffs to settle the class action litigation in
		consideration for issuance of 12.0 million shares of our common stock and $18.0
		million in cash for the benefit of plaintiffs and the shareholder class. The
		cash portion of the proposed settlement will be covered by our insurance
		carriers. We are actively engaged in preparing the written Stipulation and
		Agreement of Settlement, which will be filed with the Court seeking preliminary
		approval.



In addition, two separate shareholder derivative actions have been filed
		against the directors and certain officers of Genta in New Jersey State and
		Federal courts. The Federal shareholder derivative action was consolidated with
		the securities action.



Genta has reached a final agreement with the Federal shareholder
		derivative plaintiffs to settle the Federal shareholder derivative action. On
		October 10, 2006, the United States District Court for the District of New
		Jersey gave preliminary approval to the parties settlement agreement. On
		May 7, 2007, the proposed settlement received final approval from the Court. On
		October 31, 2006, we and the defendants entered into a Release and Settlement
		Agreement with our insurance carrier, pursuant to which our insurance will
		cover the settlement fee, the costs of notice to shareholders required by the
		courts preliminary approval order and defense costs incurred in
		connection with the action. The amount of the proposed settlement is $200
		thousand, which will be covered by our insurance carriers.



Based on facts substantially similar to those asserted in the shareholder
		class actions, the State derivative plaintiffs claim that defendants have
		breached their fiduciary duties to the shareholders and committed other
		violations of New Jersey law. On February 9, 2006, the Superior Court of New
		Jersey dismissed the plaintiffs' derivative complaint in the New Jersey State
		case based in part on plaintiffs failure to make a pre-suit demand on Genta's
		Board of Directors and in part based on plaintiffs' failure to state a cause of
		action. Plaintiffs motion for reconsideration was denied and they filed a
		notice of appeal. On December 11, 2006, plaintiffs filed their appellate brief
		and on January 18, 2007, we filed our response. The matter is pending before
		the appellate court. We have continued to deny all of the allegations in all of
		these proceedings, and their potential settlements do not constitute an
		admission of guilt or liability.



25





Item 1A.Risk Factors



You should carefully consider the following risks and all of the other
		information set forth in this Form 10-Q and the Form 10-K for the year ended
		December 31, 2006 before deciding to invest in shares of our common stock. The
		risks described below are not the only ones facing our Company. Additional
		risks not presently known to us or that we currently deem immaterial may also
		impair our business operations.



Risks Related to Our Business

We may be unsuccessful in our efforts
		to obtain approval from the FDA or EMEA and commercialize
		Genasense® or our other pharmaceutical
		products.

The commercialization of our pharmaceutical products involves a number of
		significant challenges. In particular, our ability to commercialize products,
		such as Ganite® and Genasense®, depends, in large
		part, on the success of our clinical development programs, our efforts to
		obtain regulatory approvals and our sales and marketing efforts directed at
		physicians, patients and third-party payors. A number of factors could affect
		these efforts, including:

·

our ability to demonstrate clinically that
		our products are useful and safe in particular indications;

·

delays or refusals by regulatory authorities
		in granting marketing approvals;

·

our limited financial resources and sales
		and marketing experience relative to our competitors;

·

actual and perceived differences between our
		products and those of our competitors;

·

the availability and level of reimbursement
		for our products by third-party payors;

·

incidents of adverse reactions to our
		products;

·

side effects or misuse of our products and
		the unfavorable publicity that could result; and

·

the occurrence of manufacturing, supply or
		distribution disruptions.

We cannot assure you that Genasense® will receive FDA or
		EMEA approval. Our financial condition and results of operations have been and
		will continue to be significantly affected by FDA and EMEA action with respect
		to Genasense®. Any adverse events with respect to FDA and/or
		EMEA approvals could negatively impact our ability to obtain additional funding
		or identify potential partners.

For example, on September 6, 2006, ODAC voted seven to three not to
		recommend approval of Genasense® for the treatment of patients
		with relapsed or refractory CLL and on December 15, 2006, we received a
		non-approvable notice from the FDA. The Company believes that its application
		met the regulatory requirements for approval and on April 4, 2007, announced
		that it had filed a formal appeal for this non-approvable notice. The appeal
		was filed pursuant to the FDAs Formal Dispute Resolution process that
		exists within FDAs Center for Drug Evaluation and Research
		(CDER). Responses for CDER appeals are typically made within 30 to
		60 days.



On January 3, 2006, we announced that we had completed a MAA to the EMEA
		that seeks approval for use of Genasense® plus dacarbazine for
		the treatment of patients with advanced melanoma who have not previously
		received chemotherapy. The centralized licensing procedure provides a single
		marketing authorization that is valid in all 25-member states of the European
		Community. Review of the application is coordinated by the EMEA, and Spain and
		France were appointed as rapporteur and co-rapporteur countries, respectively.
		On April 27, 2007, we announced that we had been informed that the Committee
		for Medicinal Products for Human Use (CHMP) of the EMEA had issued
		a negative opinion on the MAA. The EMEA has a formal process whereby the
		sponsor of a MAA may request re-examination of the initial CHMP opinion,
		including a review by a specialist Oncology Scientific Advisory Group. We
		announced on April 27, 2007 that we would seek re-examination of the MAA.

On April 27, 2007, we announced that we will file a formal complaint and
		request for correction of information with the FDA under the Federal Data
		Quality Act. The complaint will challenge as erroneous a key statistical
		analysis of our data on Genasense® for melanoma used by FDA at
		the ODAC meeting on May 3, 2004. That analysis sought to discredit the finding
		that Genasense® yielded a statistically significant increase in
		progression-free survival (PFS). At that meeting, ODAC voted
		unanimously that PFS was an endpoint that would support full approval in the
		absence of a survival improvement in patients with advanced melanoma. We will
		seek a formal public acknowledgement of the error, removal of the analysis from
		the FDA website (with a note that the previous analysis was in error), and
		revision of the transcript.



26





Ultimately, our efforts may not prove to be as effective as those of our
		competitors. In the United States and elsewhere, our products will face
		significant competition. The principal conditions on which our product
		development efforts are focused and some of the other disorders for which we
		are conducting additional studies, are currently treated with several drugs,
		many of which have been available for a number of years or are available in
		inexpensive generic forms. Thus, even if we obtain regulatory approvals, we
		will need to demonstrate to physicians, patients and third-party payors that
		the cost of our products is reasonable and appropriate in light of their safety
		and efficacy, the price of competing products and the relative health care
		benefits to the patient. If we are unable to demonstrate that the costs of our
		products are reasonable and appropriate in light of these factors, we will
		likely be unsuccessful in commercializing our products.





Our business will suffer if we fail to obtain timely
		funding.

Our operations to date have required significant cash expenditures. Our
		future capital requirements will depend on the results of our research and
		development activities, preclinical studies and clinical trials, competitive
		and technological advances, and regulatory activities of the FDA and other
		regulatory authorities. In order to commercialize our products, seek new
		product candidates and continue our research and development programs, we will
		need to raise additional funds. In March 2007, we sold 30.0 million shares of
		the Companys common stock at a price of $0.36 per share, raising $10.1
		million, net of fees and expenses. Cash used in operating activities during the
		quarter ended March 31, 2007 was $9.8 million.



We will need to obtain more funding in the future through collaborations
		or other arrangements with research institutions and corporate partners or
		public and private offerings of our securities, including debt or equity
		financing. We may not be able to obtain adequate funds for our operations from
		these sources when needed or on acceptable terms. Future collaborations or
		similar arrangements may require us to license valuable intellectual property
		to, or to share substantial economic benefits with, our collaborators. If we
		raise additional capital by issuing additional equity or securities convertible
		into equity, our stockholders may experience dilution and our share price may
		decline. Any debt financing may result in restrictions on our spending.



If we are unable to raise additional funds, we will need to do one or
		more of the following:

·

delay, scale back or eliminate some or all
		of our research and product development programs;

·

license third parties to develop and
		commercialize products or technologies that we would otherwise seek to develop
		and commercialize ourselves;

·

attempt to sell our company;

·

cease operations; or

·

declare bankruptcy.

We will maintain an appropriate level of spending over the upcoming
		fiscal year, given the uncertainties inherent in our business and our current
		liquidity position. We believe that at the current rate of spending, we should
		have sufficient cash funds to maintain our present operations into the second
		quarter of 2008.



27





We have relied on and continue to rely on our contractual
		collaborative arrangements with research institutions and corporate partners
		for development and commercialization of our products. Our business could
		suffer if we are not able to enter into suitable arrangements, maintain
		existing relationships, or if our collaborative arrangements are not successful
		in developing and commercializing products.

We have entered into collaborative relationships relating to the conduct
		of clinical research and other research activities in order to augment our
		internal research capabilities and to obtain access to specialized knowledge
		and expertise. Our business strategy depends in part on our continued ability
		to develop and maintain relationships with leading academic and research
		institutions and with independent researchers. The competition for these
		relationships is intense, and we can give no assurances that we will be able to
		develop and maintain these relationships on acceptable terms.



We also seek strategic alliances with corporate partners, primarily
		pharmaceutical and biotechnology companies, to help us develop and
		commercialize drugs. Various problems can arise in strategic alliances. A
		partner responsible for conducting clinical trials and obtaining regulatory
		approval may fail to develop a marketable drug. A partner may decide to pursue
		an alternative strategy or focus its efforts on alliances or other arrangements
		with third parties. A partner that has been granted marketing rights for a
		certain drug within a geographic area may fail to market the drug successfully.
		Consequently, strategic alliances that we may enter into may not be
		scientifically or commercially successful.



We cannot control the resources that any collaborator may devote to our
		products. Any of our present or future collaborators may not perform their
		obligations as expected. These collaborators may breach or terminate their
		agreements with us, for instance upon changes in control or management of the
		collaborator, or they may otherwise fail to conduct their collaborative
		activities successfully and in a timely manner.



In addition, our collaborators may elect not to develop products arising
		out of our collaborative arrangements or to devote sufficient resources to the
		development, regulatory approval, manufacture, marketing or sale of these
		products. If any of these events occur, we may not be able to develop our
		products or commercialize our products.



An important part of our strategy involves conducting multiple product
		development programs. We may pursue opportunities in fields that conflict with
		those of our collaborators. In addition, disagreements with our collaborators
		could develop over rights to our intellectual property. The resolution of such
		conflicts and disagreements may require us to relinquish rights to our
		intellectual property that we believe we are entitled to. In addition, any
		disagreement or conflict with our collaborators could reduce our ability to
		obtain future collaboration agreements and negatively impact our relationship
		with existing collaborators. Such a conflict or disagreement could also lead to
		delays in collaborative research, development, regulatory approval or
		commercialization of various products or could require or result in litigation
		or arbitration, which would be time consuming and expensive, divert the
		attention of our management and could have a significant negative impact on our
		business, financial condition and results of operations.



We anticipate that we will incur additional losses and we may never
		be profitable.

We have never been profitable. We have incurred substantial annual
		operating losses associated with ongoing research and development activities,
		preclinical testing, clinical trials, regulatory submissions and manufacturing
		activities. From the period since our inception to March 31, 2007, we have
		incurred a cumulative net loss of $420.6 million. We may never achieve revenue
		sufficient for us to attain profitability. Achieving profitability is unlikely
		unless Genasense® receives approval from the FDA or EMEA for
		commercial sale in one or more indications.



Our business depends heavily on a small number of products.

We currently market and sell one product, Ganite® and the
		principal patent covering its use for the approved indication expired in April
		2005. If Genasense® is not approved, if approval is
		significantly delayed, or if in the event of approval the product is
		commercially unsuccessful, we do not expect significant sales of other products
		to offset this loss of potential revenue.



28





To diversify our product line in the long term, it will be important for
		us to identify suitable technologies and products for acquisition or licensing
		and development. If we are unable to identify suitable technologies and
		products, or if we are unable to acquire or license products we identify, we
		may be unable to diversify our product line and to generate long-term growth.



We may be unable to obtain or enforce patents, other proprietary
		rights and licenses to protect our business; we could become involved in
		litigation relating to our patents or licenses that could cause us to incur
		additional costs and delay or prevent our introduction of new drugs to
		market.

Our success will depend to a large extent on our ability to:

·

obtain U.S. and foreign patent or other
		proprietary protection for our technologies, products and processes;

·

preserve trade secrets; and

·

operate without infringing the patent and
		other proprietary rights of third parties.

Legal standards relating to the validity of patents covering
		pharmaceutical and biotechnological inventions and the scope of claims made
		under these types of patents are still developing, and they involve complex
		legal and factual questions. As a result, our ability to obtain and enforce
		patents that protect our drugs is highly uncertain. If we are unable to obtain
		and enforce patents and licenses to protect our drugs, our business, results of
		operations and financial condition could be adversely affected.



We hold numerous U.S., foreign and international patents covering various
		aspects of our technology, which include novel compositions of matter, methods
		of large-scale synthesis and methods of controlling gene expression and methods
		of treating disease. In the future, however, we may not be successful in
		obtaining additional patents despite pending or future applications. Moreover,
		our current and future patents may not be sufficient to protect us against
		competitors who use similar technology. Additionally, our patents, the patents
		of our business partners and the patents for which we have obtained licensing
		rights may be challenged, narrowed, invalidated or circumvented. Furthermore,
		rights granted under our patents may not be broad enough to cover commercially
		valuable drugs or processes and therefore may not provide us with sufficient
		competitive advantage with respect thereto.



The pharmaceutical and biotechnology industries have been greatly
		affected by time-consuming and expensive litigation regarding patents and other
		intellectual property rights. We may be required to commence, or may be made a
		party to, litigation relating to the scope and validity of our intellectual
		property rights or the intellectual property rights of others. Such litigation
		could result in adverse decisions regarding the patentability of our inventions
		and products, the enforceability, validity or scope of protection offered by
		our patents or our infringement of patents held by others. Such decisions could
		make us liable for substantial money damages, or could bar us from the
		manufacture, sale or use of certain products. Moreover, an adverse decision may
		also compel us to seek a license from a third party. The costs of any license
		may be prohibitive and we may not be able to enter into any required licensing
		arrangement on terms acceptable to us.



The cost to us of any litigation or proceeding relating to patent or
		license rights, even if resolved in our favor, could be substantial. Some of
		our competitors may be able to sustain the costs of complex patent or licensing
		litigation more effectively than we can because of their substantially greater
		resources. Uncertainties resulting from the initiation and continuation of any
		patent or related litigation could have a material adverse effect on our
		ability to compete in the marketplace.



We also may be required to participate in interference proceedings
		declared by the U.S. Patent and Trademark Office in opposition or similar
		proceedings before foreign patent offices and in International Trade Commission
		proceedings aimed at preventing the importation of drugs that would compete
		unfairly with our drugs. These types of proceedings could cause us to incur
		considerable costs.



The principal patent covering the use of Ganite® for its
		approved indication, including Hatch-Waxman extensions, expired in April 2005.



29





We have licensed a portfolio of U.S. patents and applications from the
		University of Pennsylvania and the NIH relating to Genasense®
		and its backbone chemistry that expire between 2008 and 2015. Corresponding
		patent applications have been filed in Canada, Europe and Japan. The claims of
		these patents cover our proprietary antisense oligonucleotide molecules which
		target the Bcl-2 mRNA and methods employing them. We also hold several U.S.
		patent applications relating to methods of using Genasense® that
		expire in 2020, with approximately 45 corresponding foreign patent
		applications.



Most of our products are in an early stage of development, and we
		may never receive regulatory approval for these products.



Most of our resources have been dedicated to the research and development
		of potential antisense pharmaceutical products such as
		Genasense®, based upon oligonucleotide technology. While we have
		demonstrated the activity of antisense oligonucleotide technology in model
		systems in vitro and in animals, Genasense® is our only
		antisense product to have been tested in humans. Several of our other
		technologies that serve as a possible basis for pharmaceutical products are
		only in preclinical testing. Results obtained in preclinical studies or early
		clinical investigations are not necessarily indicative of results that will be
		obtained in extended human clinical trials. Our products may prove to have
		undesirable and unintended side effects or other characteristics that may
		prevent our obtaining FDA or foreign regulatory approval for any indication. In
		addition, it is possible that research and discoveries by others will render
		our oligonucleotide technology obsolete or noncompetitive.



We will not be able to commercialize our product candidates if our
		preclinical studies do not produce successful results or if our clinical trials
		do not demonstrate safety and efficacy in humans.

Our success will depend on the success of our currently ongoing clinical
		trials and subsequent clinical trials that have not yet begun. It may take
		several years to complete the clinical trials of a product, and a failure of
		one or more of our clinical trials can occur at any stage of testing. We
		believe that the development of each of our product candidates involves
		significant risks at each stage of testing. If clinical trial difficulties and
		failures arise, our product candidates may never be approved for sale or become
		commercially viable. We do not believe that any of our product candidates have
		alternative uses if our current development activities are unsuccessful.

There are a number of difficulties and risks associated with clinical
		trials. These difficulties and risks may result in the failure to receive
		regulatory approval to sell our product candidates or the inability to
		commercialize any of our product candidates. The possibility exists that:

·

we may discover that a product candidate
		does not exhibit the expected therapeutic results in humans, may cause harmful
		side effects or have other unexpected characteristics that may delay or
		preclude regulatory approval or limit commercial use if approved;

·

the results from early clinical trials may
		not be statistically significant or predictive of results that will be obtained
		from expanded, advanced clinical trials;

·

institutional review boards or regulators,
		including the FDA, may hold, suspend or terminate our clinical research or the
		clinical trials of our product candidates for various reasons, including
		noncompliance with regulatory requirements or if, in their opinion, the
		participating subjects are being exposed to unacceptable health risks;

·

subjects may drop out of our clinical
		trials;

·

our preclinical studies or clinical trials
		may produce negative, inconsistent or inconclusive results, and we may decide,
		or regulators may require us, to conduct additional preclinical studies or
		clinical trials; and

·

the cost of our clinical trials may be
		greater than we currently anticipate.



30





For example, in November 2004, we reported that our randomized Phase 3
		clinical trial of Genasense® in patients with multiple myeloma
		did not meet its primary endpoint. On December 8, 2006, we announced that we
		had been notified that preliminary results from a randomized Phase 3 trial of
		chemotherapy with or without Genasense® in patients with AML
		suggested the study was unlikely to meet its primary endpoint. On February 23,
		2007, we announced that preliminary results from a randomized Phase 2 study of
		Genasense® plus chemotherapy in patients with advanced prostate
		cancer showed no between-group difference in prostate-specific antigen. While
		follow-up and analyses of the AML and prostate trials are continuing, we do not
		believe any of these trials will support regulatory approval of
		Genasense® in these indications.

We cannot assure you that our ongoing preclinical studies and clinical
		trials will produce successful results in order to support regulatory approval
		of Genasense® in any territory or for any indication. Failure to
		obtain approval, or a substantial delay in approval of
		Genasense® for these or any other indications would have a
		material adverse effect on our results of operations and financial condition.

Clinical trials are costly and time consuming and are subject to
		delays; our business would suffer if the development process relating to our
		products were subject to meaningful delays.

Clinical trials are very costly and time-consuming. The length of time
		required to complete a clinical study depends upon many factors, including but
		not limited to the size of the patient population, the ability of patients to
		get to the site of the clinical study, the criteria for determining which
		patients are eligible to join the study and other issues. Delays in patient
		enrollment and other unforeseen developments could delay completion of a
		clinical study and increase its costs, which could also delay any eventual
		commercial sale of the drug that is the subject of the clinical trial.

Our commencement and rate of completion of clinical trials also may be
		delayed by many other factors, including the following:

·

inability to obtain sufficient quantities of
		materials for use in clinical trials;

·

inability to adequately monitor patient
		progress after treatment;

·

unforeseen safety issues;

·

the failure of the products to perform well
		during clinical trials and

·

government or regulatory delays.

If we fail to obtain the necessary regulatory approvals, we cannot
		market and sell our products in the United States.

The FDA imposes substantial pre-market approval requirements on the
		introduction of pharmaceutical products. These requirements involve lengthy and
		detailed preclinical and clinical testing and other costly and time-consuming
		procedures. Satisfaction of these requirements typically takes several years or
		more depending upon the type, complexity and novelty of the product. We cannot
		apply for FDA approval to market any of our products under development until
		preclinical and clinical trials on the product are successfully completed.
		Several factors could prevent successful completion or cause significant delays
		of these trials, including an inability to enroll the required number of
		patients or failure to demonstrate adequately that the product is safe and
		effective for use in humans. If safety concerns develop, the FDA could stop our
		trials before completion. We may not market or sell any product for which we
		have not obtained regulatory approval. For example, on December 15, 2006, we
		received a non-approvable notice from the FDA of an NDA that sought accelerated
		approval for the use of Genasense® in combination
		with fludarabine plus cyclophosphamide for the treatment of patients with
		relapsed or refractory CLL who had previously received fludarabine.

We cannot assure you that the FDA will ever approve the use of our
		products that are under development. If the patient populations for which our
		products are approved are not sufficiently broad, or if approval is accompanied
		by unanticipated labeling restrictions, the commercial success of our products
		could be limited and our business, results of operations and financial
		condition could consequently be materially adversely affected.



31





If the third party manufacturers upon which we rely fail to produce
		our products in the volumes that we require on a timely basis, or to comply
		with stringent regulations applicable to pharmaceutical drug manufacturers, we
		may face delays in the commercialization of, or be unable to meet demand for,
		our products and may lose potential revenues.

We do not manufacture any of our products or product candidates and we do
		not plan to develop any capacity to do so. We have contracted with third-party
		manufacturers to manufacture Ganite® and
		Genasense®. The manufacture of pharmaceutical products requires
		significant expertise and capital investment, including the development of
		advanced manufacturing techniques and process controls. Manufacturers of
		pharmaceutical products often encounter difficulties in production, especially
		in scaling up initial production. These problems include difficulties with
		production costs and yields, quality control and assurance and shortages of
		qualified personnel, as well as compliance with strictly enforced federal,
		state and foreign regulations. Our third-party manufacturers may not perform as
		agreed or may terminate their agreements with us.

In addition to product approval, any facility in which
		Genasense® is manufactured or tested for its ability to meet
		required specifications must be approved by the FDA and/or the EMEA before it
		can manufacture Genasense®. Failure of the facility to be
		approved could delay the approval of Genasense®.

We do not currently have alternate manufacturing plans in place. The
		number of third-party manufacturers with the expertise, required regulatory
		approvals and facilities to manufacture bulk drug substance on a commercial
		scale is limited, and it would take a significant amount of time to arrange for
		alternative manufacturers. If we need to change to other commercial
		manufacturers, the FDA and comparable foreign regulators must approve these
		manufacturers facilities and processes prior to our use, which would
		require new testing and compliance inspections, and the new manufacturers would
		have to be educated in or independently develop the processes necessary for the
		production of our products.

Any of these factors could cause us to delay or suspend clinical trials,
		regulatory submissions, required approvals or commercialization of our products
		or product candidates, entail higher costs and result in our being unable to
		effectively commercialize our products. Furthermore, if our third-party
		manufacturers fail to deliver the required commercial quantities of bulk drug
		substance or finished product on a timely basis and at commercially reasonable
		prices, and we were unable to promptly find one or more replacement
		manufacturers capable of production at a substantially equivalent cost, in
		substantially equivalent volume and on a timely basis, we would likely be
		unable to meet demand for our products and we would lose potential revenues.

Even if we obtain regulatory approval, we will be subject to
		ongoing regulation, and any failure by us or our manufacturers to comply with
		such regulation could suspend or eliminate our ability to sell our
		products.

Ganite®, Genasense®, if it obtains
		regulatory approval, and any other product we may develop will be subject to
		ongoing regulatory oversight, primarily by the FDA. Failure to comply with
		post-marketing requirements, such as maintenance by us or by the manufacturers
		of our products of current Good Manufacturing Practices as required by the FDA,
		or safety surveillance of such products or lack of compliance with other
		regulations could result in suspension or limitation of approvals or other
		enforcement actions. Current Good Manufacturing Practices are FDA regulations
		that define the minimum standards that must be met by companies that
		manufacture pharmaceuticals and apply to all drugs for human use including
		those to be used in clinical trials as well as those produced for general sale
		after approval of an application by the FDA. These regulations define
		requirements for personnel, buildings and facilities, equipment, control of raw
		materials and packaging components, production and process controls, packaging
		and label controls, handling and distribution, laboratory controls and
		recordkeeping. Furthermore, the terms of any product candidate approval,
		including the labeling content and advertising restrictions, may be so
		restrictive that they could adversely affect the marketability of our product
		candidates. Any such failure to comply or the application of such restrictions
		could limit our ability to market our product candidates and may have a
		material adverse effect on our business, results of operations and financial
		condition. Such failures or restrictions may also prompt regulatory recalls of
		one or more of our products, which could have material and adverse effects on
		our business.



32





The raw materials for our products are produced by a limited number
		of suppliers, and our business could suffer if we cannot obtain needed
		quantities at acceptable prices and qualities.

The raw materials that we require to manufacture our drugs, particularly
		oligonucleotides, are available from only a few suppliers. If these suppliers
		cease to provide us with the necessary raw materials or fail to provide us with
		an adequate supply of materials at an acceptable price and quality, we could be
		materially adversely affected.



If third-party payors do not provide coverage and reimbursement for
		use of our products, we may not be able to successfully commercialize our
		products.

Our ability to commercialize drugs successfully will depend in part on
		the extent to which various third-party payors are willing to reimburse
		patients for the costs of our drugs and related treatments. These third-party
		payors include government authorities, private health insurers and other
		organizations, such as health maintenance organizations. Third-party payors
		often challenge the prices charged for medical products and services.
		Accordingly, if less costly drugs are available, third-party payors may not
		authorize or may limit reimbursement for our drugs, even if they are safer or
		more effective than the alternatives. In addition, the federal government and
		private insurers have changed and continue to consider ways to change the
		manner in which health care products and services are provided and paid for in
		the United States. In particular, these third-party payors are increasingly
		attempting to contain health care costs by limiting both coverage and the level
		of reimbursement for new therapeutic products. In the future, it is possible
		that the government may institute price controls and further limits on Medicare
		and Medicaid spending. These controls and limits could affect the payments we
		collect from sales of our products. Internationally, medical reimbursement
		systems vary significantly, with some countries requiring application for, and
		approval of, government or third-party reimbursement. In addition, some medical
		centers in foreign countries have fixed budgets, regardless of levels of
		patient care. Even if we succeed in bringing therapeutic products to market,
		uncertainties regarding future health care policy, legislation and regulation,
		as well as private market practices, could affect our ability to sell our
		products in quantities, or at prices, that will enable us to achieve
		profitability.

Our business exposes us to potential product liability that may
		have a negative effect on our financial performance and our business
		generally.

The administration of drugs to humans, whether in clinical trials or
		commercially, exposes us to potential product and professional liability risks,
		which are inherent in the testing, production, marketing and sale of human
		therapeutic products. Product liability claims can be expensive to defend and
		may result in large judgments or settlements against us, which could have a
		negative effect on our financial performance and materially and adversely
		affect our business. We maintain product liability insurance (subject to
		various deductibles), but our insurance coverage may not be sufficient to cover
		claims. Furthermore, we cannot be certain that we will always be able to
		maintain or increase our insurance coverage at an affordable price. Even if a
		product liability claim is not successful, the adverse publicity and time and
		expense of defending such a claim may interfere with or adversely affect our
		business and financial performance.

We may incur a variety of costs to engage in future acquisitions of
		companies, products or technologies, and the anticipated benefits of those
		acquisitions may never be realized.

As a part of our business strategy, we may make acquisitions of, or
		significant investments in, complementary companies, products or technologies,
		although no significant acquisition or investments are currently pending. Any
		future acquisitions would be accompanied by risks such as:

·

difficulties in assimilating the operations
		and personnel of acquired companies;

·

diversion of our managements attention
		from ongoing business concerns;

·

our potential inability to maximize our
		financial and strategic position through the successful incorporation of
		acquired technology and rights into our products and services;

·

additional expense associated with
		amortization of acquired assets;

·

maintenance of uniform standards, controls,
		procedures and policies; and

·

impairment of existing relationships with
		employees, suppliers and customers as a result of the integration of new
		management personnel.

We cannot guarantee that we will be able to successfully integrate any
		business, products, technologies or personnel that we might acquire in the
		future, and our failure to do so could harm our business.



33





We face substantial competition from other companies and research
		institutions that are developing similar products, and we may not be able to
		compete successfully.

In many cases, our products under development will be competing with
		existing therapies for market share. In addition, a number of companies are
		pursuing the development of antisense technology and controlled-release
		formulation technology and the development of pharmaceuticals utilizing such
		technologies. We compete with fully integrated pharmaceutical companies that
		have more substantial experience, financial and other resources and superior
		expertise in research and development, manufacturing, testing, obtaining
		regulatory approvals, marketing and distribution. Smaller companies may also
		prove to be significant competitors, particularly through their collaborative
		arrangements with large pharmaceutical companies or academic institutions.
		Furthermore, academic institutions, governmental agencies and other public and
		private research organizations have conducted and will continue to conduct
		research, seek patent protection and establish arrangements for commercializing
		products. Such products may compete directly with any products that may be
		offered by us.



Our competition will be determined in part by the potential indications
		for which our products are developed and ultimately approved by regulatory
		authorities. For certain of our potential products, an important factor in
		competition may be the timing of market introduction of our or our
		competitors products. Accordingly, the relative speed with which we can
		develop products, complete the clinical trials and approval processes and
		supply commercial quantities of the products to the market are expected to be
		important competitive factors. We expect that competition among products
		approved for sale will be based, among other things, on product efficacy,
		safety, reliability, availability, price, patent position and sales, marketing
		and distribution capabilities. The development by others of new treatment
		methods could render our products under development non-competitive or
		obsolete.



Our competitive position also depends upon our ability to attract and
		retain qualified personnel, obtain patent protection or otherwise develop
		proprietary products or processes and secure sufficient capital resources for
		the often-substantial period between technological conception and commercial
		sales. We cannot assure you that we will be successful in this regard.



We are dependent on our key executives and scientists, and the loss
		of key personnel or the failure to attract additional qualified personnel could
		harm our business.

Our business is highly dependent on our key executives and scientific
		staff. The loss of key personnel or the failure to recruit necessary additional
		or replacement personnel will likely impede the achievement of our development
		objectives. There is intense competition for qualified personnel in the
		pharmaceutical and biotechnology industries, and there can be no assurances
		that we will be able to attract and retain the qualified personnel necessary
		for the development of our business.



34





Risks Related to Outstanding Litigation



The outcome of and costs relating to pending shareholder class
		action and shareholder derivative actions are uncertain.

In 2004, numerous complaints were filed in the United States District
		Court for the District of New Jersey against Genta and certain of its 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 Genta 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. On September 30, 2005, the
		court granted in part and denied in part our motion to dismiss the
		plaintiffs complaint. The court dismissed plaintiffs claim that the
		defendants engaged in a scheme or artifice to defraud plaintiffs, but allowed
		plaintiffs claims to proceed with respect to their allegations that
		defendants issued false and misleading public statements about
		Genasense®. In non-binding mediation, we have reached an
		agreement in principle with plaintiffs to settle the class action litigation in
		consideration for issuance of 12.0 million shares of our common stock and $18.0
		million in cash for the benefit of plaintiffs and the shareholder class. The
		cash portion of the proposed settlement will be covered by our insurance
		carriers. We are actively engaged in preparing the written Stipulation and
		Agreement of Settlement, which will be filed with the Court seeking preliminary
		approval.



In addition, two separate shareholder derivative actions have been filed
		against the directors and certain officers of Genta in New Jersey State and
		Federal courts. The Federal shareholder derivative action was consolidated with
		the securities action.



Genta has reached a final agreement with the Federal shareholder
		derivative plaintiffs to settle the Federal shareholder derivative action. On
		October 10, 2006, the United States District Court for the District of New
		Jersey gave preliminary approval to the parties settlement agreement. On
		May 7, 2007, the proposed settlement received final approval from the Court. On
		October 31, 2006, we and the defendants entered into a Release and Settlement
		Agreement with our insurance carrier, pursuant to which our insurance will
		cover the settlement fee, the costs of notice to shareholders required by the
		courts preliminary approval order and defense costs incurred in
		connection with the action. The amount of the proposed settlement is $200
		thousand, which will be covered by our insurance carriers.



Based on facts substantially similar to those asserted in the shareholder
		class actions, the State derivative plaintiffs claim that defendants have
		breached their fiduciary duties to the shareholders and committed other
		violations of New Jersey law. On February 9, 2006, the Superior Court of New
		Jersey dismissed the plaintiffs' derivative complaint in the New
		Jersey State case based in part on plaintiffs failure to make a pre-suit
		demand on Genta's Board of Directors and in part based on plaintiffs'
		failure to state a cause of action. Plaintiffs motion for reconsideration
		was denied and they filed a notice of appeal.  On December 11, 2006,
		plaintiffs filed their appellate brief and on January 18, 2007, we filed our
		response.  The matter is pending before the appellate court. We continue
		to deny all of the allegations in all of these proceedings, and their potential
		settlements do not constitute an admission of guilt or liability.



35







Risks Related to Our Common Stock



Provisions in our restated certificate of incorporation and bylaws
		and Delaware law may discourage a takeover and prevent our stockholders from
		receiving a premium for their shares.

Provisions in our restated certificate of incorporation and bylaws may
		discourage third parties from seeking to obtain control of us and, therefore,
		could prevent our stockholders from receiving a premium for their shares. Our
		restated certificate of incorporation gives our board of directors the power to
		issue shares of preferred stock without approval of the holders of common
		stock. Any preferred stock that is issued in the future could have voting
		rights, including voting rights that could be superior to that of our common
		stock. The affirmative vote of 66 2/3% of our voting stock is required to
		approve certain transactions and to take certain stockholder actions, including
		the amendment of certain provisions of our certificate of incorporation. Our
		bylaws contain provisions that regulate how stockholders may present proposals
		or nominate directors for election at annual meetings of stockholders.



In addition, we are subject to Section 203 of the Delaware General
		Corporation Law, which contains restrictions on stockholder action to acquire
		control of us.



On September 16, 2005, we announced that our Board of Directors approved
		a Stockholder Rights Plan and declared a dividend of one preferred stock
		purchase right, which we refer to as a Right, for each share of our common
		stock held of record as of the close of business on September 27, 2005. In
		addition, Rights shall be issued in respect of all shares of common stock
		issued after such date, including the shares issued hereunder, pursuant to the
		Plan. The Rights contain provisions to protect stockholders in the event of an
		unsolicited attempt to acquire us, including an accumulation of shares in the
		open market, a partial or two-tier tender offer that does not treat all
		stockholders equally and other activities that the Board believes are not in
		the best interests of stockholders. The Rights may discourage a takeover and
		prevent our stockholders from receiving a premium for their shares.



We have not paid, and do not expect to pay in the future, cash
		dividends on our common stock.

We have never paid cash dividends on our common stock and do not
		anticipate paying any such dividends in the foreseeable future. We currently
		intend to retain our earnings, if any, for the development of our business.



Our stock price is volatile.

The market price of our common stock, like that of the common stock of
		many other biopharmaceutical companies, has been and likely will continue to be
		highly volatile. Factors that could have a significant impact on the future
		price of our common stock include but are not limited to:

·

the results of preclinical studies and
		clinical trials by us or our competitors;

·

announcements of technological innovations
		or new therapeutic products by us or our competitors;

·

government regulation;

·

developments in patent or other proprietary
		rights by us or our respective competitors, including litigation;

·

fluctuations in our operating results; and

·

market conditions for biopharmaceutical
		stocks in general.

At March 31, 2007, we had 183.7 million shares of common stock
		outstanding, 12.8 million additional shares reserved for the conversion of
		convertible preferred stock and the exercise of outstanding options and
		warrants and 5.1 million additional shares of common stock authorized for
		issuance and remaining to be granted under our stock option plans. Future sales
		of shares of our common stock by existing stockholders, holders of preferred
		stock who might convert such preferred stock into common stock and option and
		warrant holders who may exercise their options and warrants to purchase common
		stock also could adversely affect the market price of our common stock.
		Moreover, the perception that sales of substantial amounts of our common stock
		might occur could adversely affect the market price of our common stock.



36







Our common stock may be delisted from the NASDAQ Global Market, or
		NASDAQ.



If the bid price of our common stock falls below $1.00 for an extended
		period, or we are unable to continue to meet NASDAQ's listing maintenance
		standards for any other reason, our common stock could be delisted from NASDAQ.
		In recent months, the bid price on our common stock has been below $1.00.



On November 2, 2006, we received a notification from the NASDAQ Listing
		Qualifications Department providing notification that, for the last thirty
		consecutive business days, the bid price of our common stock had closed below
		the minimum $1.00 per share requirement for continued inclusion under NASDAQ
		Marketplace Rule 4450(a)(5), or the Rule. We, in accordance with NASDAQ
		Marketplace Rule 4450(e)(2), were provided 180 calendar days, or until May 1,
		2007, to regain compliance. To regain compliance, the bid price of our common
		stock must close at $1.00 per share or more for a minimum of ten consecutive
		business days at any time before May 1, 2007.



Since we did not regain compliance with the Rule by May 1, 2007, we were
		notified that our securities will be delisted. We will appeal NASDAQs
		determination to delist our securities to a Listing Qualifications Panel.
		Alternatively, we also may consider applying to transfer our securities to The
		NASDAQ Capital Market if we satisfy the requirements for initial inclusion set
		forth in NASDAQ Marketplace Rule 4310(c). If our application is approved, we
		will be afforded the remainder of The NASDAQ Capital Markets second
		180-calendar day grace period in order to regain compliance while on The NASDAQ
		Capital Market.



If our stock is not accepted for listing on NASDAQ, we will make every
		possible effort to have it listed on the Over the Counter Bulletin Board, or
		the OTC Bulletin Board. If our common stock were to be traded on the OTC
		Bulletin Board, the Securities Exchange Act of 1934, as amended, and related
		Securities and Exchange Commission (SEC) rules would impose additional sales
		practice requirements on broker-dealers that sell our securities. These rules
		may adversely affect the ability of stockholders to sell our common stock and
		otherwise negatively affect the liquidity, trading market and price of our
		common stock.



We believe that the listing of our common stock on a recognized national
		trading market, such as NASDAQ, is an important part of our business and
		strategy. Such a listing helps our stockholders by providing a readily
		available trading market with current quotations. Without that, stockholders
		may have a difficult time getting a quote for the sale or purchase of our
		stock, the sale or purchase of our stock would likely be made more difficult
		and the trading volume and liquidity of our stock would likely decline. The
		absence of such a listing may adversely affect the acceptance of our common
		stock as currency or the value accorded it by other parties. In that regard,
		the absence of a listing on a recognized national trading market will also
		affect our ability to benefit from the use of our operations and expansion
		plans, including for use in licensing agreements, joint ventures, the
		development of strategic relationships and acquisitions, which are critical to
		our business and strategy and none of which is currently the subject of any
		agreement, arrangement or understanding, with respect to any future financing
		or strategic relationship it may undertake. The delisting from NASDAQ would
		result in negative publicity and would negatively impact our ability to raise
		capital in the future.



On May 2, 2007, we announced that we had received a notice of delisting
		from the NASDAQ Global Market because the closing bid price of our common stock
		is not in compliance with the $1.00 minimum closing bid price requirement, as
		set forth in Marketplace Rule 4450(a)(5). Subsequently, our Board of Directors
		unanimously approved a proposal that authorized our Board to effect a reverse
		stock split of all outstanding shares of our common stock, at a ratio of either
		1-for-2, 1-for-3, 1-for-4, 1-for-5 or 1-for-6. This proposal will be submitted
		to shareholders for their approval at our annual meeting of shareholders on
		July 11, 2007.



37





We have the right to appeal this determination to a NASDAQ Listings
		Qualification Panel, and we intend to request such a hearing, which will
		automatically stay the delisting until the Panel reaches a decision. NASDAQ
		will typically hold a hearing to consider an appeal within 45 days after the
		appeal is made, and it may take up to 30 days after the hearing for NASDAQ to
		make a decision on the appeal. At the hearing, we intend to present a plan for
		our continued listing on the NASDAQ Global Market. There can be no assurance
		that the Panel will grant our request for continued listing on the NASDAQ
		Global Market. If the Panel determines not to continue to list our common stock
		on the NASDAQ Global Market, we intend to request that the Panel permit us to
		transfer our common stock to the NASDAQ Capital Market. We currently comply
		with all the requirements for initial listing on the NASDAQ Capital Market,
		except for the $1.00 minimum closing bid price. Under the rules of the NASDAQ
		Capital Market, if our application to the NASDAQ Capital Market is accepted, we
		would have an additional grace period of 180 days to comply with the $1.00
		minimum closing bid price requirement of the NASDAQ Capital Market, thereby
		providing us with sufficient time to effect a reverse stock split in order to
		meet the $1.00 bid price requirement. If transferred to the NASDAQ Capital
		Market, we cannot provide assurance that in the future we will continue to meet
		the initial listing requirements of the NASDAQ Capital Market.



We cannot provide assurance that the Panel will permit us to transfer our
		common stock to the NASDAQ Capital Market. If the Panel does not permit us to
		transfer to the NASDAQ Capital Market and determines to delist us, the common
		stock may trade on the OTC Bulletin Board. However, our common stock would not
		be immediately eligible to trade on the OTC Bulletin Board unless an
		independent market-maker (not the Company) makes an application to register in
		and quote the common stock in accordance with the SECs rules and such
		application is cleared. In the event of a delisting, we intend to request that
		a market−maker make an application to register in and quote our common
		stock on the OTC Bulletin Board, but there can be no assurance that a market
		maker will make such application or that such application will be approved.

The immediate effect of a reverse stock split would be to reduce the
		number of shares of our common stock outstanding and to increase the trading
		price of our common stock. However, we cannot predict the effect of any reverse
		stock split upon the market price of our common stock over an extended period,
		and in many cases, the market value of a companys common stock following
		a reverse split declines. We cannot assure you that the trading price of our
		common stock after the reverse stock split will rise in inverse proportion to
		the reduction in the number of shares of our common stock outstanding as a
		result of the reverse stock split. Also, we cannot assure you that a reverse
		stock split would lead to a sustained increase in the trading price of our
		common stock. The trading price of our common stock may change due to a variety
		of other factors, including our operating results and other factors related to
		our business and general market conditions.

As a result of the proposed 1-for-2, 1-for-3, 1-for-4, 1-for-5 or 1-for-6
		reverse stock split, shares of our common stock outstanding will be reduced by
		50%, 67%, 75%, 80% or 83%, respectively. Based on the 183,724,815 shares
		outstanding as of the record date for our annual meeting, the total number of
		shares of common stock outstanding after the reverse stock split, without
		accounting for fractional shares that will be cancelled and paid for in cash,
		will be approximately 91.9 million, 61.2 million, 45.9 million, 36.7 million or
		30.6 million, respectively.

The resulting decrease in the number of shares of our common stock
		outstanding could potentially adversely affect the liquidity of our common
		stock, especially in the case of larger block trades.



38







Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3.

Defaults Upon Senior Securities



None.



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



No matters were submitted to a vote of security holders in the quarter
		ended March 31, 2007.



Item 5.

Other Information



None.



39





Item 6. Exhibits.



(a) Exhibits



|              |  |                                                                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                        
|10.1          |  | Form of Purchase Agreement by and among the Company and the
				Purchasers dated March 13, 2007 (filed as Exhibit 10.1 to the Companys
				Current Report on Form 8-K, filed on March 14, 2007, incorporated by reference
				herein)         
|10.2          |  | Placement Agent Agreement by and between the Company and Rodman
				& Renshaw LLC dated February 23, 2007 (filed as Exhibit 10.2 to the
				Companys Current Report on Form 8-K, filed on March 14, 2007, incorporate
				by reference herein)
|10.3          |  | Supply and Distribution Agreement between the Company and IDIS
				Limited dated March 6, 2007 (filed herewith)*                                                                                                                               
|31.1          |  | Certification by Chief Executive Officer pursuant to Section 302 of
				the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                        
|31.2          |  | Certification by Chief Financial Officer pursuant to Section 302 of
				the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                        
|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 (furnished herewith)                                                                 
|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 (furnished herewith)                                                                 





* Portions of this exhibit have been omitted under a request for
		confidential treatment and filed separately with the Securities and Exchange
		Commission.





40





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 8, 2007 |                                                                                                      
|                  | /s/ RAYMOND P. WARRELL, JR., M.D.                                                                    
|                  | Raymond P. Warrell, Jr., M.D. Chairman and Chief Executive
				Officer  (principal executive officer)

|                  |                                                                                                                                         
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                         
|Date: May 8, 2007 |                                                                                                                                         
|                  | /s/ RICHARD J. MORAN                                                                                                                    
|                  | Richard J. Moran Senior Vice President, Chief Financial Officer
				and Corporate Secretary (principal financial and accounting officer)



41





Exhibit Index



|              |  |                                                                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                        
|10.1          |  | Form of Purchase Agreement by and among the Company and the
				Purchasers dated March 13, 2007 (filed as Exhibit 10.1 to the Companys
				Current Report on Form 8-K, filed on March 14, 2007, incorporated by reference
				herein)         
|10.2          |  | Placement Agent Agreement by and between the Company and Rodman
				& Renshaw LLC dated February 23, 2007 (filed as Exhibit 10.2 to the
				Companys Current Report on Form 8-K, filed on March 14, 2007, incorporate
				by reference herein)
|10.3          |  | Supply and Distribution Agreement between the Company and IDIS
				Limited dated March 6, 2007 (filed herewith)*                                                                                                                               
|31.1          |  | Certification by Chief Executive Officer pursuant to Section 302 of
				the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                        
|31.2          |  | Certification by Chief Financial Officer pursuant to Section 302 of
				the Sarbanes-Oxley Act of 2002 (filed herewith)                                                                                                                        
|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 (furnished herewith)                                                                 
|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 (furnished herewith)                                                                 





* Portions of this exhibit have been omitted under a request for
		confidential treatment and filed separately with the Securities and Exchange
		Commission.













42