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


                                    FORM 10-Q


                                   (MARK ONE)

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-19635


                               GENTA INCORPORATED
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)

                    Delaware                                   33-0326866
         (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NUMBER)


           3550 General Atomics Court
              San Diego, California                               92121
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


                                 (619) 455-2700
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                Yes [X]    No [ ]


         As of October 31, 1997, the  registrant had 4,458,518  shares of common
stock outstanding.


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<PAGE>

                               GENTA INCORPORATED
                               INDEX TO FORM 10-Q




PART I.  FINANCIAL INFORMATION                                             Page

Item 1.  Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets at September 30, 1997
                 and December 31, 1996                                      3

           Consolidated Statements of Operations for the
                 Three and Nine Months Ended September 30, 1997 and 1996    4

           Condensed Consolidated Statements of Cash Flows for the
                 Nine Months Ended September 30, 1997 and 1996              5

           Notes to Consolidated Financial Statements                       6

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                     8


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                  21


SIGNATURES                                                                 22


<PAGE>

PART 1. FINANCIAL INFORMATION
Item 1.  Financial Statements (Unaudited)

                               Genta Incorporated
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              September 30,          December 31,
                                                ASSETS                            1997                   1996
                                                                            --------------------  --------------------
                                                                                (Unaudited)              (Note)
<S>                                                                         <C>                   <C>     
Current assets:
   Cash and cash equivalents                                                $         6,781,453   $           532,013
   Short term investments                                                             3,936,409                     -
   Trade accounts receivable                                                            569,702               602,696
   Notes receivable from officers and employees                                               -                62,000
   Inventories                                                                          786,439               992,243
   Other current assets                                                                 275,201               185,164
                                                                            --------------------  --------------------
Total current assets                                                                 12,349,204             2,374,116
                                                                            --------------------  --------------------
Property and equipment, net                                                           2,737,593             3,634,281
Intangibles, net                                                                      3,550,069             4,022,242
Other assets, net                                                                       748,711             1,138,745
                                                                            --------------------  --------------------
                                                                             $       19,385,577   $        11,169,384
                                                                            ====================  ====================

                                 LIABILITIES AND STOCKHOLDERS' EQUITY 

Current liabilities:
   Accounts payable                                                          $        2,194,178    $        1,481,521
   Other accrued expenses                                                             2,371,111             2,012,125
   Deferred revenue                                                                     132,271               193,121
   Short term notes payable                                                           3,269,227             1,390,462
   Current portion of notes payable and
      capital lease obligations                                                           6,521               291,842
                                                                            --------------------  --------------------
Total current liabilities                                                             7,973,308             5,369,071
                                                                            --------------------  --------------------
Capital lease obligations, less current portion                                               -                30,652
Notes payable, less current portion                                                           -                88,926
Deficit in Joint Venture                                                              1,959,559             1,606,503
Stockholders' equity:
   Preferred stock; 5,000,000 shares authorized:
      Series A convertible preferred stock, $.001 par value;
        528,100 shares issued and outstanding at
        September 30, 1997 and December 31, 1996,
         liquidation value is $31,686,000 at September 30, 1997                             528                   528
      Series C convertible preferred stock, $.001 par value; 1,044 shares
        and 1,424 shares issued and outstanding at September 30, 1997 and
        December 31, 1996, respectively, liquidation value is               
        $1,107,841 at September 30, 1997.                                                     1                     1
      Series D convertible preferred stock, $.001 par value; 174,580
        shares and no shares issued and outstanding at September 30, 1997
        and December 31, 1996, respectively, liquidation value is
        $24,441,200 at September 30, 1997                                                   175                     -
   Common stock, $.001 par value; 70,000,000 shares authorized;             
     4,458,518 and 3,999,163 shares issued and outstanding at
      September 30, 1997 and December 31, 1996, respectively*                             4,459                 3,999
   Additional paid-in capital                                                       122,130,432           108,823,555
   Accumulated deficit                                                             (117,977,750)         (108,375,407)
   Accrued dividends payable                                                          5,344,841             3,671,532
   Notes receivable from stockholders                                                   (49,976)              (49,976)
                                                                            --------------------  --------------------
Total stockholders' equity                                                            9,452,710             4,074,232
                                                                            --------------------  --------------------
                                                                            ====================  ====================
                                                                             $       19,385,577    $       11,169,384
                                                                            ====================  ====================

Note:     The balance  sheet at  December  31,  1996 has been  derived  from the
          audited financial  statements at that date but does not include all of
          the   information  and  footnotes   required  by  generally   accepted
          accounting principles for complete financial statements.

*         Adjusted  to  reflect  the  one-for-ten  reverse  stock  split  of the
          Company's  outstanding  common  stock  which was  effected on April 4,
          1997.

</TABLE>
                            See accompanying notes.


                                       3

<PAGE>

                               Genta Incorporated
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                Three Months Ended September 30,         Nine Months Ended September 30,
                                             ------------------------------------    -------------------------------------
                                                 1997               1996                  1997                   1996
                                             -----------------  -----------------    ------------------  -----------------

<S>                                          <C>                <C>                  <C>                 <C>             
Revenues:
   Product sales                             $      1,206,883   $      1,011,115     $       3,458,936   $      3,622,310
   Collaborative research
     and development                                        -                  -                50,000                  -
                                             -----------------  -----------------    ------------------  -----------------
                                                    1,206,883          1,011,115             3,508,936          3,622,310
                                             -----------------  -----------------    ------------------  -----------------

Cost and expenses:
   Cost of products sold                              834,759            483,905             2,339,845          1,747,740
   Research and development                         2,236,334          1,657,662             4,484,957          4,687,904
   Selling, general and
      administrative                                1,964,330          1,671,624             5,538,919          4,006,997
                                             -----------------  -----------------    ------------------  -----------------
                                                    5,035,423          3,813,191            12,363,721         10,442,641
                                             -----------------  -----------------    ------------------  -----------------
Loss from operations                               (3,828,540)        (2,802,076)           (8,854,785)        (6,820,331)
Equity in net loss of
  joint venture                                      (144,533)          (831,689)             (925,055)        (2,981,312)
Other income (expense):
   Interest and other income                          223,176            179,175               427,020            353,978
   Interest expense                                   (71,607)           (42,009)             (249,523)          (184,824)
                                             -----------------  -----------------    ------------------  -----------------
                                                      151,569            137,166               177,497            169,154
                                             -----------------  -----------------    ------------------  -----------------
Net loss                                     $     (3,821,504)  $     (3,496,599)    $      (9,602,343)  $     (9,632,489)
Dividends on preferred stock                         (542,183)          (595,150)           (9,323,701)        (1,949,234)
                                             -----------------  -----------------    ------------------  -----------------
Net loss applicable to
  common shares                              $     (4,363,687)  $     (4,091,749)    $     (18,926,044)  $    (11,581,723)
                                             =================  =================    ==================  =================
Net loss per common share*                   $          (0.98)  $          (1.31)    $           (4.45)  $          (4.21)
                                             =================  =================    ==================  =================
Shares used in computing net
  loss per common share*                            4,451,289          3,116,980             4,249,782          2,751,628
                                             =================  =================    ==================  =================

*Per share data have been adjusted to reflect the one-for-ten reverse stock split of the Company's
  outstanding common stock which was effected on April 4, 1997.
</TABLE>


                             See accompanying notes.


                                       4


<PAGE>

                               Genta Incorporated
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                       Nine Months Ended September 30,
                                                                                 ---------------------------------------------
                                                                                         1997                    1996

<S>                                                                              <C>                     <C>         
Operating activities
Net loss                                                                         $         (9,602,343)   $         (9,632,489)
Items reflected in net loss not requiring cash:
   Depreciation and amortization                                                              708,475               1,191,483
   Write-off of intangibles                                                                   600,000                       -
   Equity in net loss of joint venture                                                        925,055               2,981,312
Changes in operating assets and liabilities                                                 1,168,114                (634,978)
                                                                                 ---------------------   ---------------------
Net cash used in operating activities                                                      (6,200,699)             (6,094,672)

Investing activities
Purchase of short-term investments                                                         (3,936,409)                      -
Purchase of property and equipment                                                            (34,264)               (114,079)
Sale of property and equipment                                                                338,161                       -
Investment in and advances to joint venture                                                  (571,999)             (1,651,876)
Deposits and other                                                                            146,523                (407,849)
                                                                                 ---------------------   ---------------------
Net cash used in investing activities                                                      (4,057,988)             (2,173,804)

Financing activities
Issuance of common stock                                                                            -               5,475,786
Issuance of preferred stock, net                                                           13,972,261                       -
Proceeds from notes payable                                                                 3,000,000               2,240,000
Proceeds from notes receivable                                                                 62,000               2,910,722
Repayments of notes payable and capital lease obligations                                    (526,134)               (902,802)
Other                                                                                               -                       -
                                                                                 ---------------------   ---------------------
Net cash provided by financing activities                                                  16,508,127               9,723,706
                                                                                 ---------------------   ---------------------
Increase in cash and cash equivalents                                                       6,249,440               1,455,230
Cash and cash equivalents at beginning of period                                              532,013                 271,755
                                                                                 ---------------------   ---------------------
Cash and cash equivalents at end of period                                       $          6,781,453    $          1,726,985
                                                                                 =====================   =====================

Supplemental disclosures of cash flow information:
Interest paid                                                                    $             27,456    $            144,299
Supplemental schedule of noncash investing and
  financing activities:
Preferred stock dividends accrued                                                           1,690,501               1,949,234
Common stock issued in payment of dividends on preferred stock                                 17,192                       -
Common stock issued upon conversion of convertible debentures
   and accrued interest                                                                       358,552                       -
Preferred stock issued upon conversion of short term notes payable                            650,000                       -
</TABLE>

                             See accompanying notes.


                                       5

<PAGE>

                               GENTA INCORPORATED
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1997
                                   (UNAUDITED)


(1)      BASIS OF PRESENTATION

         The unaudited  condensed  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly,  they
do not include all of the information and footnotes required to be presented for
complete financial statements. The accompanying financial statements reflect all
adjustments  (consisting  only of normal  recurring  accruals) which are, in the
opinion of management,  necessary for a fair presentation of the results for the
interim periods presented.

         The condensed consolidated financial statements and related disclosures
have been  prepared  with the  presumption  that users of the interim  financial
information have read or have access to the audited financial statements for the
preceding fiscal year. Accordingly, these financial statements should be read in
conjunction with the audited  consolidated  financial statements and the related
notes thereto  included in the  Registrant's  Annual Report on Form 10-K for the
year ended December 31, 1996.

The Company has  experienced  significant  quarterly  fluctuations  in operating
results and it expects that these fluctuations in revenues,  expenses and losses
will continue.

<TABLE>
<CAPTION>
(2)      INVENTORIES

<S>                                                                   <C>                   <C>        
         Inventories are comprised of the following:
                                                                      September 30,        December 31,
                                                                          1997                 1996

         Raw materials and supplies                                   $    245,193          $   342,875
         Work-in-process                                                   177,221              272,259
         Finished goods                                                    364,025              377,109
                                                                      ------------          -----------
                                                                      $    786,439          $   992,243
                                                                      ============          ===========


</TABLE>

(3)      STOCKHOLDERS' EQUITY

         In  June  1997,  the  Company  raised  gross  proceeds  of $16  million
(approximately  $14  million  net of  placement  agent fees and other  expenses)
through the private placement of Premium Preferred Units(TM).  Each unit sold in
the private placement  consists of 1,000 shares of Premium Preferred  Stock(TM),
par value $.001 per share,  stated value $100 per share (the "Series D Preferred
Stock") and Warrants to purchase  5,000 shares of Genta common stock,  par value
$.001 (the "Class D Warrants"),  at any time prior to the fifth  anniversary  of
the final closing.  The Series D Preferred  Stock is immediately  convertible at
the option of the holder  into shares of common  stock at an initial  conversion
price of $.94375 per share (subject to adjustment),  which  conversion  price is
the  lesser of (i) $3.00 and (ii) 50% of the  average  closing  bid price of the
common  stock for the five  consecutive  trading days  immediately  prior to the
final closing date of the Private  Placement  (i.e. June 30, 1997). In addition,
the  holders of the  Series D  Preferred  Stock are  entitled  to a  liquidation
preference  aggregating  $24,441,200,  which represents an immediate increase in
value to the Series D Preferred  Stock.  Due to the increase in value associated
with the discounted conversion terms and liquidation  preference of the Series D
Preferred  Stock,  the  Company  has  accounted  for such  increase  by charging
$7,633,200 to dividends on preferred stock.


                                       6

<PAGE>

         During  April 1997,  $250,000  of the 4%  Convertible  Debentures  (the
"Convertible  Debentures")  and the related accrued interest were converted into
153,368  shares of  Genta's  common  stock.  During  May 1997,  $100,000  of the
Convertible  Debentures  and the related  accrued  interest were  converted into
50,895 shares of Genta's common stock. The conversion prices were based upon 75%
of the average  Nasdaq  closing bid prices of Genta's common stock for specified
periods.  Terms of the 4%  Convertible  Debentures  also  provide  for  interest
payable in shares of the Company's common stock.

         Also during May 1997, $650,000 of the Senior Secured Convertible Bridge
Notes (the  "Convertible  Notes") were  converted into 13,000 shares of Series D
Preferred Stock. The Convertible Notes' initial conversion price of $5 per share
of Series D  Preferred  Stock was  proportionally  adjusted  to $50 per share to
reflect the change in stated value of the Series D Preferred  Stock  effected by
an Amended Certificate of Designation.

         During April 1997,  280.336 shares of the Series C Preferred  Stock and
accrued  dividends  were  converted  at the option of the holders  into  175,221
shares of Genta's  common  stock.  During July 1997,  100 shares of the Series C
Preferred  Stock and  accrued  dividends  were  converted  at the  option of the
holders into 72,166 shares of Genta's common stock.  The conversion  prices were
based upon 75% of the average  Nasdaq closing bid prices of Genta's common stock
for specified  periods.  Terms of the Series C Preferred  Stock also provide for
dividends payable in shares of the Company's common stock.

         In July  1997,  Nasdaq  informed  Genta  that it had met the  terms for
continued  listing  set forth in the April 11,  1997  revised  exception  of the
Nasdaq Listings Qualifications Panel (the "Panel") and that Genta's common stock
will  therefore  continue  to be  listed  on  the  Nasdaq  SmallCap  Market.  In
conjunction with this decision, Genta resumed trading under the symbol "GNTA" as
of July 24, 1997.

         In August  1997,  7,500  shares of common stock were issued to a former
Officer of the Company pursuant to the terms of a severance agreement.

(4)      NET LOSS PER COMMON SHARE

         Net loss per common share is computed using the weighted average number
of common shares outstanding during each of the interim periods. Shares issuable
upon the  exercise  of  outstanding  stock  options  and  warrants  and upon the
conversion of convertible  preferred  stock are not reflected as their effect is
anti-dilutive.

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  No. 128,  "Earnings  per  Share,"  which is required to be adopted on
December  31,  1997.  At that time,  the Company  will be required to change the
method  currently  used to compute net earnings  (loss) per share and to restate
all prior periods. Under the new requirements for calculating basic, or primary,
earnings per share,  the dilutive effect of stock options will be excluded.  The
impact of the new  standard  will have no effect on the  Company's  net loss per
share for the quarters ended September 30, 1997 and 1996.


                                       7

<PAGE>

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATIONS

OVERVIEW

         Since its inception in February 1988,  Genta  Incorporated  ("Genta" or
the "Company") has devoted its principal efforts toward drug discovery, research
and  development.  Genta has been  unprofitable  to date and, even if it obtains
financing to continue its  operations,  expects to incur  substantial  operating
losses for the next several years due to continued requirements for research and
development activities,  pre-clinical testing and clinical trials, manufacturing
activities,  regulatory  activities and  establishment  of a sales and marketing
organization if so decided. From the period since its inception to September 30,
1997,  the Company has incurred a  cumulative  net loss of $118.0  million.  The
Company has experienced  significant quarterly fluctuations in operating results
and it expects that these  fluctuations  in  revenues,  expenses and losses will
continue. See "Risk Factors".

         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 (the  "Securities  Act"),  and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
including  statements  regarding  the  expectations,   beliefs,   intentions  or
strategies  regarding the future.  The Company intends that all  forward-looking
statements be subject to the  safe-harbor  provisions of the Private  Securities
Litigation  Reform Act of 1995.  These  forward-looking  statements  reflect the
Company's  views as of the date they are made with respect to future  events and
financial  performance,  but are subject to many risks and uncertainties,  which
could  cause the actual  results of the  Company to differ  materially  from any
future results expressed or implied by such forward-looking statements. Examples
of such risks and  uncertainties  include,  but are not  limited  to,  obtaining
sufficient  financing to maintain the Company's planned  operations,  the timely
development,  receipt of necessary  regulatory  approvals and  acceptance of new
products,  the successful application of the Company's technology to produce new
products,  the obtaining of proprietary  protection for any such  technology and
products,  the impact of  competitive  products  and pricing  and  reimbursement
policies,  changing  market  conditions and the other risks detailed in the Risk
Factors  section of this  Quarterly  Report on Form 10-Q.  The Company  does not
undertake to update any forward-looking statements.

RESULTS OF OPERATIONS

         Operating  revenues  totaled $1.2 million in the third  quarter of 1997
compared to $1.0 million in the third quarter of 1996,  and $3.5 million for the
nine months ended  September 30, 1997 compared to $3.6 million in the comparable
period of 1996.  During the third quarter of 1997,  sales of specialty  chemical
and pharmaceutical  intermediate products have increased.  However, for the nine
months ended September 30, 1997, sales of specialty  chemical and pharmaceutical
intermediate  products have  decreased.  All of the Company's  product sales are
attributable to its manufacturing subsidiary, JBL Scientific,  Inc. ("JBL"). The
Company has historically  experienced  significant quarterly fluctuations in its
level of product sales,  generally  reflecting the timing and degree of customer
demand for  certain  products,  and the  Company  anticipates  that these  sales
fluctuations will continue in future periods.  Quarterly fluctuations in product
revenues are primarily the result of manufacturing schedules of JBL's customers,
such as demand  driven by success of  clinical  trials or funding  availability.
While the annual demand for most of JBL's products is relatively  stable,  there
has been a downtrend  for clinical  diagnostic  raw materials and an uptrend for
research and development and pharmaceutical raw materials.  Overall,  demand for
the Company's products has been increasing,  while competition has caused prices
to decrease.  Although there has been increased market  penetration with respect
to one of JBL's existing products this has not significantly  affected revenues,
because the price of such product has decreased due to competition. New products
introduced  during the nine month period ended September 30, 1997 account for an
aggregate  of 21.9% of total  sales,  as compared to new  products  for the same
period in 1996,  which accounted for 5.4% of sales.  Collaborative  research and
development  revenues  recorded  during the nine months ended September 30, 1997
represented  revenues earned pursuant to the Company's  agreement with Johnson &
Johnson Consumer  Products,  Inc. which provided limited funding for preliminary
feasibility studies using Genta's Anticode(TM) compounds.


                                       8

<PAGE>

         The products JBL manufactures include:  enzyme substrates that are used
as color generating  reagents in clinical  diagnostic  tests,  such as pregnancy
tests,  developed by JBL's  customers;  and fine chemical raw materials  used in
pharmaceutical research and development and manufacturing, such as those used to
make biological polymers like peptides and  oligoneucleotides.  JBL manufactures
approximately  110-125 products on a recurring basis. JBL's products are sold to
the academic,  commercial  and  governmental  research  market both directly and
through  distributors,  and JBL conducts contract synthesis for  pharmaceutical,
diagnostic and industrial  companies,  as well. Europa  BioProducts  ("Europa"),
JBL's  European  distributor,  accounted  for 23% of product  sales for the nine
months ended  September  30, 1997.  Europa  accounted for 27% and 21% of product
sales during the years ended December 31, 1996 and 1995,  respectively.  Another
customer  accounted for 12% of product sales for the nine months ended September
30, 1997. A third  customer who accounted for less than 10% of product sales for
the nine months ended  September 30, 1997 had accounted for 16% of product sales
in 1995.  The Company  believes that the loss of any material  customer,  if not
replaced, could have an adverse effect on the Company.

         Costs and expenses  increased  to $5.0 million in the third  quarter of
1997 from $3.8 million in the third  quarter of 1996,  and to $12.4  million for
the nine  months  ended  September  30, 1997  compared  to $10.4  million in the
comparable  period of 1996. The cost of products sold increased from $484,000 in
the third  quarter of 1996 to $835,000 in the third  quarter of 1997 and to $2.3
million for the nine months ended  September  30, 1997  compared to $1.7 million
for the nine months ended September 30, 1996. Research and development  expenses
increased  from $1.7 million in the third quarter of 1996 to $2.2 million in the
third  quarter of 1997 and  decreased  to $4.5 million for the nine months ended
September  30, 1997 compared to $4.7 million in the  comparable  period of 1996.
Selling and general and  administrative  expenses increased from $1.7 million in
the third quarter of 1996 to $2.0 million in the third  quarter of 1997,  and to
$5.5  million  for the nine months  ended  September  30, 1997  compared to $4.0
million in the  comparable  period of 1996. The increase in the cost of products
sold both for the quarter and the nine month period  ending  September  30, 1997
compared  to  comparable  periods  in 1996 is  primarily  due to an  unfavorable
product mix variance and the  redeployment  of certain  employees in  connection
with a reduction in the research and development staff. The decrease in research
and  development  expenses  for the nine  months  ended  September  30,  1997 is
primarily  attributable  to the Company's  restructuring  and related  workforce
reductions  implemented  in 1995 and 1996 together with the  discontinuation  or
non-initiation  of several programs and the redeployment  previously  mentioned.
These decreases in research and development expenses were partially offset by an
aggregate of  approximately  $600,000 in  non-recurring  charges recorded in the
third  quarter  of 1997  related to  management's  decision  to abandon  certain
patents that the management  determined  were no longer germane to the Company's
mainstream  business.  The  increase in selling  and general and  administrative
expenses is primarily attributable to $300,000 in non-recurring charges recorded
during the second  quarter of 1997 related to the  Company's  restructuring  and
workforce  reductions,  increased legal expenses  associated  with  successfully
defending  the  litigation  brought  by  certain  of  the  Company's   preferred
stockholders  challenging a $3.0 million  investment  made in February 1997 that
was resolved in the Company's favor in April, 1997 and increased  accounting and
legal  expenses due to the Company's  successful  efforts to avoid the potential
Nasdaq delisting and associated with the equity offerings consummated in 1997.

         The  Company's  equity  in  net  loss  of  joint  venture  (Genta  Jago
Technologies  B.V.  ("Genta Jago"),  the Company's joint venture with Jagotec AG
("Jagotec")) decreased to $145,000 in the third quarter of 1997 from $832,000 in
the third quarter of 1996,  and to $925,000 for the nine months ended  September
30,  1997  compared  to $3.0  million  in the  comparable  period of 1996.  Such
decrease  is  attributable  to the fact that a greater  portion  of  development
activities  were funded pursuant to Genta Jago's  collaborative  agreements with
third parties.


                                       9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, the Company has financed its operations primarily from
private and public offerings of its equity securities.  Cash provided from these
offerings  totaled  approximately  $112.4  million  through  September 30, 1997,
including net proceeds of  approximately  $17.0 million (net of expenses) raised
during the first six months of 1997. At September 30, 1997, the Company had cash
and cash equivalents and short term investments  totaling $10.7 million compared
to a total of $532,000  at  December  31,  1996.  The  increase in cash and cash
equivalents  during the first nine  months of 1997 is  largely  attributable  to
proceeds from the issuance of the Senior Secured  Convertible  Bridge Notes (the
"Convertible  Notes") in February  1997 and the  issuance  of Premium  Preferred
Units(TM) in June 1997 (the "Private Placement") less cash used in the Company's
operations.  As a result of the closing of the Private  Placement the conversion
prices and  exercise  prices of certain  outstanding  securities  were  adjusted
pursuant to their terms.  See "Risk Factors -  Subordination  of Common Stock to
Senior  Secured  Convertible  Bridge  Notes and Series A,  Series C and Series D
Preferred Stock; Risk of Dilution; Anti-dilution Adjustments."

         The  Convertible  Notes are due on the earlier of (a) December 31, 1997
and (b) the date of any decision,  order or other  determination  adverse to the
Company or any of its directors by any court or other tribunal in any lawsuit or
other  proceeding  against the Company and/or any of its directors by any of the
Company's preferred stockholders.  The Company believes it has adequate funds to
repay the Convertible  Notes if the holder thereof has not converted them before
maturity and requests payment in cash upon maturity.

         In connection with the Genta Jago joint venture formed in late 1992 and
expanded in May 1995, the Company entered into a working capital  agreement with
Genta Jago that expires on October 20,  1998.  Pursuant to this  agreement,  the
Company is  required  to make loans to Genta Jago up to a mutually  agreed  upon
maximum  commitment  amount,  which  amount is  established  by the  parties and
modified not less than once each calendar  quarter if necessary,  based upon the
review and consideration by Genta and Genta Jago of mutually-acceptable budgets,
expense  reports,  forecasts and workplans for research and  development  of the
products by Genta Jago. The Company anticipates its working capital contribution
to Genta Jago for 1997 will be  $300,000,  as  compared  to $846,784 in 1996 and
$7.7  million  in  1995.  The  reduction  in  the  Company's   working   capital
contributions  to Genta Jago is largely a result of Genta Jago's having  entered
into collaborative  agreements with third parties. As of September 30, 1997, the
Company had advanced  working  capital loans of  approximately  $15.8 million to
Genta Jago, net of principal repayments. Such loans bear interest at the 3 month
LIBOR plus 1% and are  payable in full on October  20,  1998,  or earlier in the
event certain revenues are received by Genta Jago from third parties.  There can
be no  assurance,  however,  that Genta Jago will  obtain  sufficient  financial
resources  to repay such loans to Genta.  Genta Jago repaid  Genta $1 million of
its working capital loans in November 1996 from license fee revenues. The amount
of  future  loans by Genta  to Genta  Jago  will  depend  upon  several  factors
including  the amount of funding  obtained by Genta Jago  through  collaborative
arrangements, Genta's ability to provide loans, and the timing and cost of Genta
Jago's pre-clinical studies, clinical trials and regulatory activities.

         On May 7, 1997,  Jago  Pharma AG ("Jago")  and Jagotec  gave Genta Jago
formal  notices of their  assertion that Genta Jago is in breach of the Restated
GEOMATRIX(R)  Services  Agreement dated May 12, 1995, the Restated  GEOMATRIX(R)
Research  and  Development  Agreement  dated  May  12,  1995  and  the  Restated
GEOMATRIX(R)  License  Agreement  dated May 12,  1995,  stating  that should the
breach not be cured  within the  applicable  cure  period (30 days),  Genta Jago
would  reserve the right to terminate the  agreements  in accordance  with their
terms.  Jago,  Jagotec and Jago  Holding AG also gave  formal  notice of default
under the Restated Joint Venture and Shareholders  Agreement dated May 12, 1995,
contending that due to Genta's failure to meet its funding  obligations to Genta
Jago,  Genta Jago was  unable to fulfill  its  obligations  to Jago.  The amount
claimed  by Jago to be in  default  is  approximately  $1.2  million,  of  which
$200,000  relates  to 1997 and $1.0  million  relates to  development  costs and
license  fees for  1996.  After  the 30 day cure  period  expired,  Jago did not
terminate the Agreement but did not rescind the notices of default.  The Company
recently met with Jago and is attempting to resolve the situation without resort
to  litigation.  While a  termination  of these  agreements  may have a material
adverse effect on the Company,  the Company intends  vigorously to oppose Jago's
position.  Without prejudice to Genta's position,  Genta provided  approximately
$129,000 for the payment by Genta Jago of all amounts  claimed by Jago under the
Restated


                                       10

<PAGE>

GEOMATRIX(R)  License  Agreement and certain other amounts owed by Genta Jago to
third parties (both included in Jago's notice of default).

         The  Company  is  negotiating  with  biotechnology  and  pharmaceutical
companies regarding  collaborative  agreements and other financial arrangements.
There  can be no  assurance,  however,  that  any such  sources  of  funding  or
collaborative agreements will be available on favorable terms, if at all.

         Unless the Company and/or Genta Jago  successfully  secures  sufficient
levels of collaborative  revenues and other sources of financing,  it expects to
incur  substantial  additional  costs,  including  costs related to research and
development activities,  pre-clinical testing and clinical trials, manufacturing
activities, costs associated with the market introduction of potential products,
and  expansion  of  its  administrative   activities.   The  Company  will  need
substantial additional funds before it can expect to realize significant product
revenue.  The  Company  anticipates  that  significant   additional  sources  of
financing,  including  equity  financings,  will be  required  in order  for the
Company to continue its planned  principal  operations.  The  Company's  working
capital and additional  funding  requirements will depend upon numerous factors,
including:  (i) the availability of funding;  (ii) the progress of the Company's
research and development programs;  (iii) the timing and results of pre-clinical
testing and clinical trials;  (iv) the timing and costs of obtaining  regulatory
approvals;  (v) the level of resources  devoted to Genta Jago; (vi) the level of
resources that the Company  devotes to sales and marketing  capabilities;  (vii)
technological  advances;  (viii) the  activities  of  competitors;  and (ix) the
ability of the Company to establish and maintain collaborative arrangements with
others to fund certain research and development,  to conduct clinical trials, to
obtain regulatory approvals and, if such approvals are obtained,  to manufacture
and market products.

         During  1995,  Genta  Pharmaceuticals   Europe  S.A.  ("Genta  Europe")
received approximately $950,000 of funding in the form of a loan from the French
government  agency L'Agence  National de  Valorisation  de la Recherche  (ANVAR)
towards research and development activities pursuant to an agreement (the "ANVAR
Agreement")  between ANVAR,  Genta Europe and Genta. In October,  1996 Genta and
Genta Europe terminated Genta Europe's operations. A meeting with ANVAR was held
in late October 1997 to discuss the consequences of such  termination.  Although
the loan repayment  plan calls for the first payment to be made in 1998,  upon a
default ANVAR may declare the loan  immediately due and payable.  To date, ANVAR
has not demanded repayment of such funds.

         On February 14, 1997,  the Company  received  notice from Johns Hopkins
University  ("Johns  Hopkins")  that the Company  was in material  breach of the
license  agreement  entered into in 1990 with Johns Hopkins (the "Johns  Hopkins
Agreement").  The Johns Hopkins  Agreement  provides that, if a material payment
default is not cured within 90 days of receipt of notice of such  breach,  Johns
Hopkins may  terminate  the Johns  Hopkins  Agreement.  On May 15,  1997,  Johns
Hopkins sent a letter to the Company stating that the Johns Hopkins Agreement is
terminated.  As of September 30, 1997, the Company owed Johns Hopkins  $627,271,
of  which  $200,000  consisted  of  royalty  payments  for 1995 and 1996 and the
balance  consisted of the  Company's  obligations  to provide funds to support a
post-doctoral  research program of Johns Hopkins.  In February 1997, the Company
paid Johns Hopkins $100,000 towards the post-doctoral support program.  Based on
management's current strategy, the Company does not believe that the termination
of the Johns  Hopkins  Agreement  will  have a  material  adverse  effect on the
Company.


                                       11

<PAGE>

RISK FACTORS

         In addition to the other information contained in this Quarterly Report
on Form 10-Q, the following factors should be considered carefully.

         Need for  Additional  Funds.  Genta's  operations to date have consumed
substantial amounts of cash. Substantial additional sources of financing will be
required  in order for the  Company to  continue  its  planned  operations.  The
Company will need to raise  substantial  additional  funds to conduct the costly
and  time-consuming  research,  pre-clinical  development  and  clinical  trials
necessary  to bring its  products  to market  and to  establish  production  and
marketing  capabilities.  The Company intends to seek additional funding through
public  or  private  financings,   including  equity  financings,   and  through
collaborative arrangements.  Adequate funds for these purposes, whether obtained
through financial markets or collaborative or other  arrangements with corporate
partners or from other  sources,  may not be  available  when needed or on terms
acceptable to the Company.  Insufficient funds may require the Company to delay,
scale back or  eliminate  some or all of its  research  and product  development
programs or to license third parties to  commercialize  products or technologies
that the Company would  otherwise seek to develop itself.  The Company's  future
cash  requirements  will be  affected by results of  research  and  development,
results  of  pre-clinical   studies  and  bioequivalence  and  clinical  trials,
relationships with corporate  collaborators,  changes in the focus and direction
of  the  Company's   research  and   development   programs,   competitive   and
technological advances,  resources devoted to Genta Jago, the United States Food
and Drug  Administration  ("FDA")  and  foreign  regulatory  process,  potential
litigation by companies seeking to prevent or delay marketing  approval of Genta
Jago's products and other factors.

         Risks of Low-Priced  Stock;  Possible  Effect of "Penny Stock" Rules on
Liquidity for the Company's  Securities.  If the Company's  securities  were not
listed on a national  securities  exchange  nor listed on a qualified  automated
quotation system,  they may become subject to Rule 15g-9 under the Exchange Act,
which imposes additional sales practice requirements on broker-dealers that sell
such  securities to persons  other than  established  customers and  "accredited
investors"  (generally,  individuals with a net worth in excess of $1,000,000 or
annual incomes exceeding $200,000 or $300,000 together with their spouses).  For
transactions  covered  by  Rule  15g-9,  a  broker-dealer  must  make a  special
suitability  determination  for the purchaser and have received the  purchaser's
written consent to the transaction  prior to sale.  Consequently,  such Rule may
affect the ability of  broker-dealers  to sell the Company's  securities and may
affect the ability of purchasers to sell any of the Company's  securities in the
secondary market.

         The  Securities  and  Exchange   Commission  (the  "SEC")  has  adopted
regulations  that define a "penny  stock" to be any equity  security  that has a
market  price  (as  therein  defined)  of less  than  $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.  For
any  transaction  involving a penny  stock,  unless  exempt,  the rules  require
delivery,  prior to any transaction in a penny stock,  of a disclosure  schedule
prepared  by the SEC  relating  to the penny stock  market.  Disclosure  is also
required to be made about sales  commissions  payable to both the  broker-dealer
and the registered  representative  and current  quotations for the  securities.
Finally,  monthly  statements  are required to be sent  disclosing  recent price
information  for the penny  stock held in the  account  and  information  on the
limited market in penny stock.

         The foregoing  required penny stock  restrictions will not apply to the
Company's securities if the Company meets certain minimum net tangible assets or
average  revenue  criteria.  There  can  be  no  assurance  that  the  Company's
securities will qualify for exemption from the penny stock restrictions.  In any
event, even if the Company's securities were exempt from such restrictions,  the
Company  would remain  subject to Section  15(b)(6) of the Exchange  Act,  which
gives the SEC the  authority  to  restrict  any person from  participating  in a
distribution of penny stock,  if the SEC finds that such a restriction  would be
in the public interest.

         If the Company's  securities were subject to the rules on penny stocks,
the market liquidity for the Company's  securities could be materially adversely
affected.


                                       12

<PAGE>

         Claims of Genta's  Default  Under Various  Agreements.  On May 7, 1997,
Jago and Jagotec gave Genta Jago formal notices of its assertion that Genta Jago
is in breach of certain agreements. See "Management's Discussion and Analysis of
Financial   Condition  and  Results  of  Operations  --  Liquidity  and  Capital
Resources." On May 15, 1997,  Johns Hopkins sent Genta a letter stating that the
Johns Hopkins Agreement is terminated. See "Management's Discussion and Analysis
of  Financial  Condition  and Results of  Operations  --  Liquidity  and Capital
Resources." In October of 1996, Genta and Genta Europe terminated Genta Europe's
operations. See "Management's Discussion and Analysis of Financial Condition and
Results of  Operations  --  Liquidity  and Capital  Resources."  There can be no
assurance  that the Company will not incur  material  costs in relation to these
terminations and/or assertions of default.

         Subordination  of Common  Stock to Senior  Secured  Convertible  Bridge
Notes and Series A, Series C and Series D  Preferred  Stock;  Risk of  Dilution;
Anti-dilution  Adjustments.  In the  event of the  liquidation,  dissolution  or
winding up of the Company,  the common stock is expressly  subordinate  to $2.35
million  principal  amount of  Convertible  Notes (payable on the earlier of (i)
December 31, 1997 or (ii) the date of any decision, order or other determination
adverse to the Company or any of its directors by any court or other tribunal in
any lawsuit or other proceeding  against the Company and/or any of its directors
by any of the Company's preferred  Stockholders),  the approximately $32 million
preference of the 528,100  outstanding  shares of Series A Preferred  Stock, the
approximately  $1.1 million preference of the 1,044 shares of Series C Preferred
Stock and the approximately $37 million preference of 261,975 shares of Series D
Preferred Stock (assuming full conversion of the Convertible Notes but excluding
any Series D Preferred  Stock that may be issued  pursuant to  conversion of any
interest  on the  Convertible  Notes  and  including  40,395  shares of Series D
Preferred  Stock issuable upon exercise of certain  warrants  exercisable  after
December  31,  1997).  Further,  the payment of dividends on the common stock is
prohibited  by the  terms  of  the  Convertible  Notes  unless  approved  by the
Convertible  Note  holders,  nor may any  dividends  be paid on the common stock
unless  full  cumulative  dividends  on the  Series  A,  Series  C and  Series D
Preferred  Stock have been paid or funds have been set aside for such  preferred
dividends by the Company.

         The Convertible Notes are initially convertible into 60,000 shares (and
such  additional  shares  issuable  upon  conversion  of  the  interest  on  the
Convertible  Notes) of Series D Preferred  Stock,  which are in turn convertible
into  common  stock as  described  below.  The  conversion  rate of the Series A
Preferred Stock and the exercise price of warrants issued in connection with the
Series A Preferred  Stock (the "Series A Warrants")  are subject to  adjustment,
among  other  things,  upon  certain  issuances  of common  stock or  securities
convertible  into common stock at $67.50 per share or less. Each share of Series
A Preferred Stock is presently  convertible into 6.65 shares of common stock and
the exercise price of the Series A Warrants is presently $9.32 per share.  There
are  outstanding  Series A Warrants to purchase an aggregate of 60,000 shares of
common stock.  Shares of Series C Preferred  Stock are  convertible  into common
stock at a  conversion  price equal to 75% of a moving  average of  market-based
prices.  The  conversion  rate of the Series D Preferred  Stock and the exercise
prices of the Class D Warrants are subject to  adjustment,  among other  things,
upon certain  issuances of common stock or  securities  convertible  into common
stock at prices per share below  certain  levels.  In addition,  the  conversion
price of the Series D  Preferred  Stock in effect on June 29,  1998 (the  "Reset
Date") will be adjusted and reset  effective as of the Reset Date if the average
closing  bid price of the  common  stock  for the 20  consecutive  trading  days
immediately preceding the Reset Date (the "12 Month Trading Price") is less than
140% of the  then  applicable  conversion  price  (a  "Reset  Event").  Upon the
occurrence  of a Reset  Event,  the then  applicable  conversion  price  will be
reduced to be equal to the greater of (i) the 12 Month  Trading Price divided by
1.40, and (ii) 25% of the then applicable conversion price. Each share of Series
D Preferred Stock is presently  convertible  into 106 shares of common stock and
the exercise price of the Class D Warrants is presently $.94375 per share. There
are 807,900 Class D Warrants  outstanding  and another  201,975 Class D Warrants
issuable  upon the  exercise  of certain  warrants.  Finally,  the  Company  has
outstanding  warrants to purchase an  aggregate  of  6,357,616  shares of common
stock at an exercise  price of $.471875  per share (the  "Paramount  Warrants"),
warrants  to  purchase  an  aggregate  of 50,000  shares  of common  stock at an
exercise  price of $2.50 per share,  warrants to purchase an aggregate of 95,769
shares of common stock at various exercise prices between  approximately $13 and
$21 per share and outstanding employee stock options.


                                       13

<PAGE>

         Early Stage of Development;  Technological Uncertainty.  Genta is at an
early stage of development.  All of the Company's potential therapeutic products
are in  research  or  development,  and no  revenues  have been  generated  from
therapeutic  product sales.  To date, a portion of the Company's  resources have
been  dedicated to applying  molecular  biology and  medicinal  chemistry to the
research  and  development  of  potential  pharmaceutical  products  based  upon
Anticode technology. While the Company has demonstrated the activity of Anticode
technology in model systems in vitro and the activity of antisense technology in
animals and has identified a number of compounds which the Company  believes are
worthy of additional testing,  only one of these potential Anticode products has
begun to be tested in humans,  with such testing in its early stages.  There can
be no  assurance  that the novel  approach  of  Anticode  technology  to develop
therapeutic  products will result in products which receive necessary regulatory
approvals or that will be successful commercially.  Further, results obtained in
pre-clinical  studies  or  pilot  bioequivalence   trials  are  not  necessarily
indicative of results that will be obtained in human clinical testing or pivotal
bioequivalence trials, respectively. The Company is also developing products for
certain  diseases  where no animal models exist.  There can be no assurance that
any of the  Company's or Genta  Jago's  potential  products can be  successfully
developed.  Furthermore,  the Company's  products in research or development may
prove to have  undesirable and unintended side effects or other  characteristics
that may prevent or limit their  commercial  use. There can be no assurance that
the  Company  will be  permitted  to  undertake  human  clinical  testing of the
Company's products currently in pre-clinical development, or, if permitted, that
such products will be  demonstrated to be safe and  efficacious.  The Company is
pursuing  research  and  development,  through  Genta  Jago,  of a range of oral
controlled-release formulations of currently available pharmaceuticals.  Many of
the products to be developed  through Genta Jago have not yet been  successfully
formulated using GEOMATRIX technology.  In addition,  none of the products being
developed  through  Genta Jago has had its  manufacturing  process  successfully
scaled-up  for  commercial  production  or has  started  pivotal  bioequivalence
trials.  In  addition,  there can be no assurance  that any of the  Company's or
Genta Jago's  products  will obtain FDA or foreign  regulatory  approval for any
indication or that an approved  compound  would be capable of being  produced in
commercial quantities at reasonable costs and successfully  marketed.  Products,
if any, resulting from Genta's or Genta Jago's research and development programs
are not expected to be commercially available for a number of years.

         Loss  History;  Uncertainty  of  Future  Profitability.  Genta has been
unprofitable to date,  incurring  substantial  operating losses  associated with
research and development activities,  pre-clinical testing,  clinical trials and
manufacturing  activities.  From the period since its inception to September 30,
1997,  the Company has incurred a  cumulative  net loss of $118.0  million.  The
Company has experienced  significant quarterly fluctuations in operating results
and  expects  that these  fluctuations  in  revenues,  expenses  and losses will
continue.  The  Company  has  historically   experienced  significant  quarterly
fluctuations in its level of product sales,  generally reflecting the timing and
degree of  customer  demand for  various  products.  The  Company's  independent
auditors have included an explanatory paragraph in their report to the Company's
financial statements at December 31, 1996, which paragraph expresses substantial
doubt as to the Company's  ability to continue as a going concern.  However,  in
1997, the Company has raised net proceeds of  approximately  $17 million (net of
expenses) in various private placements.

         Limited  Availability of Net Operating Loss Carryforwards.  For Federal
income tax  purposes,  net  operating  loss and tax credit  carryforwards  as of
December 31, 1996 are  approximately  $61,731,000 and $9,585,000,  respectively.
These  carryforwards  will expire  beginning in 2003. The Tax Reform Act of 1986
provided  for a  limitation  on the use of net  operating  loss  and tax  credit
carryforwards following certain ownership changes. The Company believes that the
Private  Placement,  together with certain prior  issuances of  securities,  may
restrict  the  Company's  ability to utilize  its net  operating  losses and tax
credits.  Additionally,  because  U.S.  tax laws limit the time during which net
operating  loss and tax  credit  carryforwards  may be  applied  against  future
taxable income and tax liabilities,  respectively,  the Company may not be fully
able to use its net  operating  loss and tax  credits  for  federal  income  tax
purposes.

         Dividends.  The  Company  has never paid cash  dividends  on its common
stock and does not  anticipate  paying  any such  dividends  in the  foreseeable
future. In addition, the Company is restricted from paying cash dividends on its
common  stock  until  such time as all  cumulative  dividends  have been paid on
outstanding  shares of 


                                       14

<PAGE>

its Series A,  Series C and Series D  Preferred  Stock.  The  Company  currently
intends  to  retain  its  earnings,  if  any,  after  payment  of  dividends  on
outstanding  shares of Series A, Series C and Series D Preferred  Stock, for the
development of its business.

         No Assurance of Regulatory Approval; Government Regulation. The FDA and
comparable  agencies in foreign countries impose substantial  premarket approval
requirements  upon the introduction of  pharmaceutical  products through lengthy
and detailed  pre-clinical and clinical testing  procedures and other costly and
time-consuming  procedures.  Satisfaction of these requirements,  which includes
demonstrating  to the  satisfaction of the FDA and foreign  regulatory  agencies
that the product is both safe and  effective,  typically  takes several years or
more depending upon the type,  complexity and novelty of the product.  There can
be no  assurance  that  such  testing  will  show  any  product  to be  safe  or
efficacious  or,  in the  case  of  certain  of  Genta  Jago's  products,  to be
bioequivalent to a currently marketed pharmaceutical. Government regulation also
affects the manufacture and marketing of pharmaceutical  products. The effect of
government  regulation  may be to  delay  marketing  of any new  products  for a
considerable or indefinite  period of time, to impose costly procedures upon the
Company's or Genta Jago's  activities and to diminish any competitive  advantage
that the Company or Genta Jago may attain.  It may take years  before  marketing
approvals  are obtained for the Company's or Genta Jago's  products,  if at all.
There can be no assurance that FDA or other regulatory approval for any products
developed by the Company or Genta Jago will be granted on a timely basis,  if at
all, or, if granted,  that such approval will cover all the clinical indications
for which the  Company  or Genta Jago is seeking  approval  or will not  sustain
significant   limitations   in   the   form   of   warnings,    precautions   or
contraindications  with respect to conditions of use.  Further,  with respect to
the reformulated versions of currently available pharmaceuticals being developed
through  Genta  Jago,  there is a  substantial  risk that the  manufacturers  or
marketers  of such  currently  available  pharmaceuticals  will seek to delay or
block regulatory approval of any reformulated  versions of such  pharmaceuticals
through  litigation  or other means.  Any  significant  delay in  obtaining,  or
failure  to  obtain,  such  approvals  would  materially  adversely  affect  the
Company's and Genta Jago's revenue.  Moreover,  additional government regulation
from future legislation or administrative  action may be established which could
prevent or delay  regulatory  approval of the Company's or Genta Jago's products
or further  regulate the prices at which the Company's or Genta Jago's  proposed
products may be sold.

         The  Company is also  subject to various  foreign,  federal,  state and
local  laws,   regulations  and  recommendations   (collectively   "Governmental
Regulations") relating to safe working conditions,  laboratory and manufacturing
practices,  the experimental use of animals and the use,  manufacture,  storage,
handling  and  disposal  of  hazardous  or  potentially   hazardous  substances,
including   radioactive   compounds  and  infectious  disease  agents,  used  in
connection with the Company's  research and development  work and  manufacturing
processes.  Sampling  conducted  at the JBL  facility  revealed  the presence of
chloroform and  perchloroethylenes  ("PCEs") in the soil and groundwater at this
site.  Six soil  borings were drilled and  groundwater  wells were  installed at
several  locations  around the site.  Chloroform was detected  below  regulatory
action levels,  and PCEs were detected  slightly above regulatory action levels.
JBL has notified the appropriate regulatory agency of conditions at the site and
with the agency's approval, JBL is monitoring groundwater conditions at the site
on a  quarterly  basis.  While  current  sampling  results  indicate  that these
contaminants  are not  migrating  off-site,  there is the  potential  that these
contaminants may, in the future,  impact off-site wells, one of which is used as
a drinking water source.  The Company  believes that any costs  associated  with
further investigating or remediating this contamination will not have a material
adverse  effect  on  the  business  of the  Company,  although  there  can be no
assurance thereof.  The Company believes that it is in material  compliance with
Governmental  Regulations,  however  there can be no assurance  that the Company
will  not be  required  to  incur  significant  capital  costs  to  comply  with
Governmental Regulations in the future.

         Uncertainty Regarding Patents and Proprietary Technology. The Company's
and Genta Jago's success will depend, in part, on their respective  abilities to
obtain  patents,  maintain  trade  secrets and operate  without  infringing  the
proprietary  rights of others.  No assurance can be given that patents issued to
or licensed by the Company or Genta Jago will not be challenged,  invalidated or
circumvented,  or that the rights granted  thereunder  will provide  competitive
advantages  to the Company or Genta  Jago.  There can be no  assurance  that the
Company's or Genta 


                                       15

<PAGE>

Jago's patent applications will be approved, that the Company or Genta Jago will
develop  additional  products that are  patentable,  that any issued patent will
provide the  Company or Genta Jago with any  competitive  advantage  or adequate
protection for its  inventions or will not be challenged by others,  or that the
patents of others will not have an adverse  effect on the ability of the Company
or Genta Jago to do business.  Competitors may have filed applications, may have
been issued  patents or may obtain  additional  patents and  proprietary  rights
relating to products or processes competitive with those of the Company or Genta
Jago. Furthermore,  there can be no assurance that others will not independently
develop  similar  products,  duplicate  any of the  Company's  or  Genta  Jago's
products or design  around any  patented  products  developed  by the Company or
Genta Jago. The Company and Genta Jago rely on secrecy to protect  technology in
addition  to  patent  protection,  especially  where  patent  protection  is not
believed to be appropriate or obtainable.  No assurance can be given that others
will not independently develop substantially  equivalent proprietary information
and  techniques or otherwise  gain access to the Company's or Genta Jago's trade
secrets, or that the Company or Genta Jago can effectively protect its rights to
its unpatented trade secrets.

         Genta and Genta Jago have obtained  licenses or other rights to patents
and other  proprietary  rights of third  parties,  and may be required to obtain
licenses to additional patents or other proprietary rights of third parties.  No
assurance  can be given that any existing  licenses and other rights will remain
in effect or that any licenses  required  under any such  additional  patents or
proprietary rights would be made available on terms acceptable to the Company or
Genta Jago, if at all. If Genta's or Genta Jago's  licenses and other rights are
terminated  or if Genta or Genta Jago cannot  obtain such  additional  licenses,
Genta or Genta Jago could encounter delays in product market introductions while
it attempts to design  around such  patents or could find that the  development,
manufacture or sale of products requiring such licenses could be foreclosed.  In
addition,  the Company or Genta Jago could incur  substantial  costs,  including
costs caused by delays in obtaining regulatory approval and bringing products to
market,  in defending  itself in any suits brought  against the Company or Genta
Jago claiming infringement of the patent rights of third parties or in asserting
the Company's or Genta Jago's patent  rights,  including  those granted by third
parties,  in a suit against  another  party.  The Company or Genta Jago may also
become involved in interference proceedings declared by the United States Patent
and  Trademark  Office in  connection  with one or more of its patents or patent
applications,  which could  result in  substantial  cost to the Company or Genta
Jago,  as well as an adverse  decision as to priority of invention of the patent
or patent  application  involved.  There can be no assurance that the Company or
Genta Jago will have sufficient funds to obtain,  maintain or enforce patents on
their respective products or technology, to obtain or maintain licenses that may
be required in order to develop and commercialize their respective products,  to
contest patents obtained by third parties, or to defend against suits brought by
third parties.

         Dependence on Others.  The Company's and Genta Jago's  strategy for the
research,   development  and   commercialization   of  their  products  requires
negotiating,  entering into and maintaining various  arrangements with corporate
collaborators,  licensors,  licensees  and  others,  and is  dependent  upon the
subsequent    success   of   these   outside   parties   in   performing   their
responsibilities.  No  assurance  can  be  given  that  they  will  obtain  such
collaborative arrangements on acceptable terms, if at all, nor can any assurance
be given that any current collaborative arrangements will be maintained.

         Technology  Licensed From Third  Parties.  The Company has entered into
certain  agreements  with, and licensed  certain  technology and compounds from,
third  parties.  The  Company  has relied on  scientific,  technical,  clinical,
commercial  and other data  supplied and  disclosed  by others in entering  into
these  agreements,  including the Genta Jago  agreements,  and will rely on such
data in support of development of certain products.  Although the Company has no
reason to believe  that this  information  contains  errors of omission or fact,
there can be no  assurance  that  there are no errors of  omission  or fact that
would  materially  affect the future  approvability  or commercial  viability of
these products.

         Potential Adverse Effect of Technological  Change and Competition.  The
biotechnology   industry  is  subject  to  intense  competition  and  rapid  and
significant  technological  change.  The  Company  and Genta Jago have  numerous
competitors  in the  United  States  and other  countries  for their  respective
technologies  and products  under  development,  including  among others,  major
pharmaceutical  and  chemical  companies,   specialized   biotechnology   


                                       16

<PAGE>

firms,  universities and other research institutions.  There can be no assurance
that the  Company's or Genta Jago's  competitors  will not succeed in developing
products or other novel technologies that are more effective than any which have
been or are being  developed  by the Company or Genta Jago or which would render
the Company's or Genta Jago's technology and products  non-competitive.  Many of
the Company's and Genta Jago's competitors have substantially greater financial,
technical,  marketing  and human  resources  than the Company or Genta Jago.  In
addition,  many of those competitors have significantly  greater experience than
the Company or Genta Jago in undertaking pre-clinical testing and human clinical
trials of new  pharmaceutical  products and obtaining  FDA and other  regulatory
approvals of products for use in healthcare. Accordingly, the Company's or Genta
Jago's  competitors  may succeed in obtaining  regulatory  approval for products
more rapidly than the Company or Genta Jago and such  competitors may succeed in
delaying or blocking  regulatory  approvals  of the  Company's  or Genta  Jago's
products.  Furthermore,  if the Company or Genta Jago is  permitted  to commence
commercial  sales  of  products,  it will  also be  competing  with  respect  to
marketing  capabilities,  an area in which it has limited or no experience,  and
manufacturing  efficiency.  There are many public and private companies that are
conducting  research  and  development  activities  based on drug  delivery  and
antisense technologies.  The Company believes that the industry-wide interest in
such  technologies  will  accelerate  and  competition  will  intensify  as  the
techniques which permit drug design and development  based on such  technologies
are more widely understood.

         Uncertainty  of Clinical  Trials and  Results.  The results of clinical
trial and pre-clinical testing are subject to varying  interpretations.  Even if
the development of the Company's  products advances to the clinical stage, there
can be no assurance that they will prove to be safe and effective.  The products
that are successfully developed, if any, will be subject to requisite regulatory
approval prior to their  commercial sale, and the approval,  if obtainable,  may
take several years. Generally, only a very small percentage of the number of new
pharmaceutical  products  initially  developed  is  approved  for sale.  Even if
products  are approved  for sale,  there can be no  assurance  that they will be
commercially  successful.  The  Company  may  encounter  unanticipated  problems
relating to  development,  manufacturing,  distribution  and marketing,  some of
which may be beyond the Company's financial and technical capacity to solve. The
failure to address such problems adequately could have a material adverse effect
on the  Company's  business,  financial  condition,  prospects  and  results  of
operations.  No  assurance  can be given that the  Company  will  succeed in the
development  and  marketing of any new drug  products,  or that they will not be
rendered obsolete by products of competitors.

         Difficult   Manufacturing   Process.   The   manufacture   of  Anticode
oligonucleotides  is a time-consuming and complex process.  Management  believes
that  the  Company  has  the  ability  to  acquire  or  produce   quantities  of
oligonucleotides  sufficient  to support  its  projected  needs for its  initial
clinical  development  programs.  However,  Genta  believes that it will need to
obtain  an  agreement  with a  third  party  supplier  (including,  potentially,
agreements with competitors of Genta) or make  improvements in its manufacturing
capabilities  to enable the  Company  to meet the  volume and cost  requirements
needed for certain commercial applications of Anticode products.  Products based
on  chemically  modified  oligonucleotides  have  never been  manufactured  on a
commercial  scale.  The  manufacture  of all of the  Company's  and Genta Jago's
products  will be  subject  to  current  Good  Manufacturing  Practices  ("GMP")
requirements  prescribed  by  the  FDA  or  other  standards  prescribed  by the
appropriate  regulatory  agency in the country of use. There can be no assurance
that the  Company or Genta Jago will be able to  manufacture  products,  or have
products  manufactured  for it, in a timely  fashion at  acceptable  quality and
prices,  that they or third party manufacturers can comply with GMP or that they
or third party  manufacturers  will be able to manufacture an adequate supply of
product.

         Limited Sales, Marketing and Distribution  Experience.  The Company and
Genta Jago have very limited experience in pharmaceutical  sales,  marketing and
distribution. In order to market and sell certain products directly, the Company
or Genta Jago would have to develop or subcontract a sales force and a marketing
group with technical expertise.  There can be no assurance that any direct sales
or marketing efforts would be successful.

         Uncertainty of Product Pricing,  Reimbursement and Related Matters. The
Company's and Genta Jago's business may be materially  adversely affected by the
continuing  efforts of governmental  and third party payers to contain or reduce
the costs of healthcare  through various means. For example,  in certain foreign
markets  the  


                                       17

<PAGE>

pricing or  profitability  of  healthcare  products  is  subject  to  government
control.  In the United States,  there have been,  and the Company  expects that
there will continue to be, a number of federal and state  proposals to implement
similar governmental control.  While the Company cannot predict whether any such
legislative or regulatory  proposals or reforms will be adopted, the adoption of
any such proposal or reform could adversely  affect the commercial  viability of
the  Company's and Genta Jago's  potential  products.  In addition,  in both the
United States and elsewhere,  sales of healthcare products are dependent in part
on the  availability of  reimbursement  to the consumer from third party payers,
such  as  government  and  private  insurance  plans.  Third  party  payers  are
increasingly  challenging  the prices charged for medical  products and services
and  therefore,  significant  uncertainty  exists  as to  the  reimbursement  of
existing and newly approved  healthcare  products.  If the Company or Genta Jago
succeeds  in  bringing  one or more  products  to the  market,  there  can be no
assurance  that  these  products  will be  considered  cost  effective  and that
reimbursement  to the consumer  will be available or will be sufficient to allow
the Company or Genta Jago to sell its products on a competitive basis.

         Dependence  on Qualified  Personnel.  The  Company's  success is highly
dependent on the hiring and retention of key personnel and scientific staff. The
loss of key personnel or the failure to recruit necessary  additional  personnel
does and will further impede the achievement of development objectives. There is
intense  competition  for  qualified  personnel  in the  areas of the  Company's
activities, and there can be no assurance that Genta will be able to continue to
attract and retain the qualified  personnel necessary for the development of its
business

         Product Liability Exposure;  Limited Insurance Coverage. The Company's,
JBL's and Genta Jago's  businesses  expose them to potential  product  liability
risks which are inherent in the testing,  manufacturing,  marketing  and sale of
human therapeutic  products.  If available,  product liability insurance for the
pharmaceutical industry generally is expensive. The Company has obtained a level
of liability insurance coverage which it deems appropriate for its current stage
of development.  However,  there can be no assurance that the Company's  present
insurance  coverage is adequate.  Such existing  coverage may not be adequate as
the Company further develops products, and no assurance can be given that in the
future adequate insurance coverage will be available in sufficient amounts or at
a reasonable  cost, or that a product  liability claim would not have a material
adverse effect on the business or financial condition of the Company.

         Fundamental Change. The Company's Restated Certificate of Incorporation
currently  provides  that upon the  occurrence  of a  "Fundamental  Change," the
holders of Series A Preferred  Stock have the option of requiring the Company to
repurchase all of each such holder's  shares of Series A Preferred  Stock at the
Redemption  Price,  an event that could result in the Company being  required to
pay to the holders of Series A Preferred  Stock cash in the aggregate  amount of
approximately $32 million. "Fundamental Change" is defined as: (i) a "person" or
"Group"  (as  defined),  together  with any  affiliates  thereof,  becoming  the
beneficial  owner (as  defined)  of Voting  Shares (as  defined)  of the Company
entitled to exercise more than 60% of the total voting power of all  outstanding
Voting  Shares of the  Company  (including  any Voting  Shares that are not then
outstanding   of  which  such   person  or  Group  is  deemed   the   beneficial
owner)(subject  to certain  exceptions);  (ii) any  consolidation of the Company
with,  or merger of the Company into,  any other  person,  any merger of another
person into the Company,  or any sale, lease or transfer of all or substantially
all of  the  assets  of the  Company  to  another  person  (subject  to  certain
exceptions);  (iii) the sale, transfer or other disposition (or the entry into a
commitment to sell,  transfer or otherwise dispose) of all of any portion of the
shares of Genta Jago held at any time by the Company (or the  imposition  of any
material  lien on  such  shares  which  lien is not  removed  within  30 days of
imposition)  and  the  sale  (or  functional  equivalent  of a  sale)  of all or
substantially all of the assets of Genta Jago or (iv) the substantial  reduction
or  elimination  of a  public  market  for the  common  stock as the  result  of
repurchases,  delisting  or  deregistration  of the  common  stock or  corporate
reorganization  or  recapitalization  undertaken  by the  Company.  

         Hazardous Materials;  Environmental Matters. The Company's research and
development and manufacturing  processes involve the controlled storage, use and
disposal of hazardous materials,  biological hazardous materials and radioactive
compounds.  The  Company  is  subject  to  federal,  state  and  local  laws and
regulations  governing the use, manufacture,  storage,  handling and disposal of
such materials and certain waste  products.  Although the Company  believes that
its safety  procedures for handling and disposing of such materials  


                                       18

<PAGE>

comply with the standards  prescribed by such laws and regulations,  the risk of
accidental  contamination  or injury from these  materials  cannot be completely
eliminated. In the event of such an accident, the Company may be held liable for
any damages that result,  and any such  liability  could exceed the resources of
the Company.  There can be no assurance that the Company will not be required to
incur significant costs to comply with environmental laws and regulations in the
future,  nor that the operations,  business or assets of the Company will not be
materially  adversely  affected  by  current  or  future  environmental  laws of
regulations. See "Risk Factors - No Assurance of Regulatory Approval; Government
Regulation" for a discussion of the Spill.

         Volatility of Stock Price; Market Overhang from Outstanding Convertible
Securities and Warrants.  The market price of the Company's  common stock,  like
that of the common  stock of many other  biopharmaceutical  companies,  has been
highly  volatile  and may be so in the  future.  Factors  such as,  among  other
things, the results of pre-clinical  studies and clinical trials by Genta, Genta
Jago or their competitors,  other evidence of the safety or efficacy of products
of  Genta,  Genta  Jago or their  competitors,  announcements  of  technological
innovations  or new  therapeutic  products by the  Company,  Genta Jago or their
competitors,   governmental   regulation,   developments   in  patent  or  other
proprietary  rights of the  Company or its  competitors,  including  litigation,
fluctuations  in the Company's  operating  results,  and market  conditions  for
biopharmaceutical  stocks in  general  could  have a  significant  impact on the
future  price  of  the  common  stock.  At  the  Company's   Annual  Meeting  of
Stockholders  held on April 4, 1997, the  stockholders  approved an amendment to
the Company's  Restated  Certificate  of  Incorporation  effecting a one-for-ten
reverse  stock  split of its common  stock.  The  stockholders  also  approved a
reduction of the Company's authorized shares of common stock from 150,000,000 to
70,000,000.  The Company  commenced trading on a post reverse split basis at the
commencement  of trading on April 7, 1997. As of September 30, 1997, the Company
had  4,458,518  shares of common  stock  outstanding.  Future sales of shares of
common stock by existing  stockholders  and option holders also could  adversely
affect the market price of the common stock.

         No  predictions  can be made of the effect that future  market sales of
the shares of common stock  underlying the  convertible  securities and warrants
referred to under the caption "Risk Factors -  Subordination  of Common Stock to
Senior  Secured  Convertible  Bridge  Notes and Series A,  Series C and Series D
Preferred  Stock;   Risk  of  Dilution;   Anti-dilution   Adjustments,"  or  the
availability  of such  securities for sale, will have on the market price of the
common  stock  prevailing  from time to time.  Sales of  substantial  amounts of
common stock,  or the perception  that such sales might occur,  could  adversely
affect prevailing market prices.

         Certain  Interlocking  Relationships;  Potential Conflicts of Interest.
The Aries Trust, a Cayman Islands  trust,  and the Aries Domestic Fund,  L.P., a
Delaware  limited  partnership  (collectively,  the  "Aries  Funds"),  have  the
contractual right to appoint a majority of the members of the Board of Directors
of the Company. The Aries Funds have nominated Michael S. Weiss, Senior Managing
Director of Paramount Capital Asset Management,  Inc.,  ("PCAM") to the Board of
Directors.  David R.  Walner,  the  Secretary  of the  Company,  is an Associate
Director and Secretary of Paramount Capital Asset  Management,  Inc. PCAM is the
investment manager and general partner of The Aries Trust and the Aries Domestic
Fund,  L.P.,  respectively.  The Aries Funds currently do not hold a controlling
block of voting  stock,  although  the Aries  Funds  have the  present  right to
appoint a majority of the Board of Directors,  and to convert and exercise their
securities into a significant portion of the outstanding common stock. See "Risk
Factors -  Concentration  of  Ownership  and  Control"  below.  Dr.  Lindsay  A.
Rosenwald, the President and sole stockholder of PCAM, is also the President and
sole stockholder of Paramount Capital Investments LLC, a New York-based merchant
banking  and  venture  capital  firm  specializing  in  biotechnology  companies
("PCI").  In the regular course of its business,  PCI identifies,  evaluates and
pursues  investment  opportunities  in biomedical and  pharmaceutical  products,
technologies and companies.  Generally, Delaware corporate law requires that any
transactions  between the Company  and any of its  affiliates  be on terms that,
when taken as a whole,  are  substantially  as favorable to the Company as those
then  reasonably  obtainable  from  a  person  who is  not  an  affiliate  in an
arms-length  transaction.  Nevertheless,  neither  such  affiliates  nor  PCI is
obligated  pursuant to any agreement or  understanding  with the Company to make
any additional products or technologies  available to the Company, nor can there
be any  assurance,  and the  Company  does  not  expect  and  purchasers  of the
securities   offered   hereby  should  not  expect,   that  any   biomedical  or
pharmaceutical product or technology identified by such affiliates or PCI in the
future  will be made  available  to the  Company.  In  addition,  certain of the
current  officers  and  directors  of the 


                                       19

<PAGE>

Company  or  certain of any  officers  or  directors  of the  Company  hereafter
appointed  may  from  time to time  serve  as  officers  or  directors  of other
biopharmaceutical  or  biotechnology  companies.  There can be no assurance that
such other  companies  will not have  interests  in  conflict  with those of the
Company.

         Concentration  of  Ownership  and  Control.  The  Company's  directors,
executive  officers and principal  stockholders  and certain of their affiliates
have the ability to influence the election of the  Company's  directors and most
other  stockholder  actions.  In  particular,  the  Aries  Funds  may be  deemed
beneficially  to own a majority of the  outstanding  shares of the common  stock
(within the meaning of Rule 13d-3  promulgated  under the Exchange Act) and have
the  contractual  right to  appoint a  majority  of the  members of the Board of
Directors  of the  Company,  and have  nominated  Michael  S.  Weiss,  Donald G.
Drapkin,  Glenn L. Cooper,  M.D.,  Bobby W. Sandage,  Jr., Ph.D.,  and Andrew J.
Stein to the  Board of  Directors.  See "Risk  Factors  -  Certain  Interlocking
Relationships;  Potential Conflicts of Interest."  Accordingly,  the Aries Funds
have the  ability  to exert  significant  influence  over  the  election  of the
Company's  Board of  Directors  and other  matters  submitted  to the  Company's
stockholders for approval.  In addition,  certain of the Paramount  Warrants are
held by  affiliates of the Aries Funds.  These  arrangements  may  discourage or
prevent any proposed  takeover of the Company,  including  transactions in which
stockholders  might  otherwise  receive a premium for their shares over the then
current  market  prices.  Such  stockholders  may influence  corporate  actions,
including  influencing  elections of directors and significant corporate events.
See also, "Risk Factors -- Effect of Certain Anti-Takeover Provisions" below.

         Effect of Certain  Anti-Takeover  Provisions.  The  Company's  Restated
Certificate of Incorporation and Bylaws include provisions that could discourage
potential  takeover  attempts  and  make  attempts  by  stockholders  to  change
management more difficult. The approval of 66-2/3% of the Company's voting stock
is required to approve  certain  transactions  and to take  certain  stockholder
actions,  including  the calling of a special  meeting of  stockholders  and the
amendment of any of the  anti-takeover  provisions  contained  in the  Company's
Restated Certificate of Incorporation. Additionally, the Company has contractual
obligations  to  certain of its  security  holders  which may  impair  potential
takeovers. Further, pursuant to the terms of its stockholder rights plan adopted
in December 1993,  the Company has  distributed a dividend of one right for each
outstanding  share of  common  stock.  These  rights  will  cause a  substantial
dilution to a person or group that  attempts to acquire the Company on terms not
approved by the Board of Directors and may have the effect of deterring  hostile
takeover attempts.


                                       20


<PAGE>

         PART II. OTHER INFORMATION


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.
Exhibit
Number            Description of Document

3(ii)(1)          Bylaws as amended and restated September 23, 1997

 27.1(1)          Financial Data Schedule

     (1)          Filed herewith.

         (b)      Reports on Form 8-K

                  (i) On July 3, 1997,  the  Company  filed a Report on Form 8-K
dated as of July 3, 1997 reporting  under Item 5 that the Company issued a press
release  entitled  "Genta  Incorporated  Raises in Excess of $12 million through
Private Placement of Equity Securities."

                  (ii) On July 7, 1997,  the Company  filed a Report on Form 8-K
dated as of June 30, 1997  reporting  under Item 5 that the Company was making a
filing in accordance  with the Nasdaq  Listing  Qualifications  Panel's  revised
temporary  exception from the bid price and capital and surplus  requirements of
the Nasdaq SmallCap Market showing capital and surplus of $13,338,724.

                  (iii) On July 23, 1997, the Company filed a Report on Form 8-K
dated as of July 23, 1997 reporting under Item 5 that the Company issued a press
release entitled "Nasdaq to Maintain Genta's Listing on SmallCap Market; Resumes
Trading as "GNTA" Effective July 24."

                  (iv) On August 14,  1997,  the Company  filed a Report on Form
8-K dated as of August 13, 1997 reporting under Item 5 that the Company issued a
press  release  entitled  "Genta  Incorporated  Announces  Second  Quarter  1997
Results."

                  (v) On September 5, 1997,  the Company  filed a Report on Form
8-K/A  dated  as of  June  30,  1997  reporting  under  Item  5  changes  in the
Consolidated Balance Sheet.

                  (vi) On September 16, 1997, the Company filed a Report on Form
8-K dated as of September 10, 1997 reporting  under Item 1 the nomination by the
Aries Funds of four additional  members to the Board of Directors and under Item
5 that the Company issued press releases entitled "Genta  Incorporated  Files An
Amended  Form  10-Q  For  the  Quarter  Ended  June  30,  1997 to  Conform  With
Recently-Adopted SEC Financial Reporting  Guidelines" and "Genta Appoints Donald
Drapkin As Director and Chairman;  Michael  Weiss Is Selected As Vice  Chairman;
Three Additional New Directors Are Elected."

                  (vii) On  September  22, 1997,  the Company  filed a Report on
Form 8-K dated as of September 22, 1997 reporting  under Item 5 that the Company
issued a press release  entitled "Genta Appoints  Kenneth G. Kasses As President
and CEO."

                  (viii) On September  24, 1997,  the Company  filed a Report on
Form 8-K dated as of September 24, 1997 reporting  under Item 5 that the Company
issued a press release entitled "Genta Appoints Three Additional New Directors."


                                       21


<PAGE>

                                   SIGNATURES

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


                                  GENTA INCORPORATED
                                  (Registrant)



                                  By:      /s/ Kenneth G. Kasses, Ph.D.
                                           ----------------------------
                                  Name:    Kenneth G. Kasses, Ph.D.
                                  Title:   President and Chief Executive Officer




                                  By:      /s/ Robert E. Klem, Ph.D.
                                           -------------------------
                                  Name:    Robert E. Klem, Ph.D.
                                  Title:   Principal Accounting Officer


Date:    November 14, 1997