EXHIBIT 10.4
                               GENTA INCORPORATED
                             NON-EMPLOYEE DIRECTORS'
                             1998 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


        STOCK OPTION  AGREEMENT (the  "Agreement"),  dated as of May 28th, 1998,
between GENTA  INCORPORATED,  a Delaware  corporation (the  "Company"),  and the
other party  signatory  hereto  (the  "Optionee").  Capitalized  terms used here
without  definition  shall have the  meanings  ascribed  thereto in the Plan (as
defined below).

        The  Company's  Non-Employee  Directors'  1998  Stock  Option  Plan (the
"Plan") contemplates the grant of the stock option set forth in this Agreement.

        The Plan is being submitted for approval by the Company's stockholders.

        In  consideration  of the foregoing and of the mutual  undertakings  set
forth in this Agreement, the Company and the Optionee agree as follows:

        SECTION 1. Grant of Option.

        Subject to receipt of  stockholder  approval  of the Plan,  the  Company
hereby  grants to the Optionee the stock  option (the  "Option")  referred to in
Section 5(c) of the Plan. It is intended that the Option shall not qualify as an
"incentive  stock option" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended.

        SECTION 2. Exercisability.

        Subject to the further terms of this Agreement,  the Option shall become
exercisable  in 16  substantially  equal  installments  on the  last day of each
calendar  quarter after October 1, 1997 provided that  adjustments to the number
of options as provided in




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Section 5(c) of the Plan shall be  pro-rated  as to vesting  over the  remaining
quarterly periods after the adjustment.  Unless earlier  terminated  pursuant to
the provisions of the Plan, the  unexercised  portion of the Option shall expire
and cease to be exercisable  at 12:01 a.m. on the tenth  anniversary of the date
of this Agreement.

        SECTION 3. Method of Exercise.

        The Option or any part  thereof may be  exercised  only by the giving of
written  notice to the  Company on such form and in such  manner as the Board of
Directors shall prescribe. Such written notice must be accompanied by payment of
the full purchase price for the number of shares being  purchased.  Such payment
may be made by one or a combination of the following methods: (a) by a certified
or official bank check (or the  equivalent  thereof  acceptable to the Company);
(b) by delivery of shares of Common Stock  acquired at least six months prior to
the option  exercise  date and having a Fair Market Value on the  exercise  date
equal to part or all of the  purchase  price;  or (c) at the  discretion  of the
Board of Directors  and to the extent  permitted by law, by such other method as
the Board of Directors may authorize,  including as contemplated by Section 7 of
the Plan.  The date of the  exercise  of the  Option  shall be the date on which
written notice of exercise is delivered to the Company,  during normal  business
hours, at its address as provided in Section 9 of this Agreement,  or if mailed,
the date on which it is postmarked,  provided such notice is actually  received.

        SECTION 4. Termination of Employment; Death.

        4.1 Upon  termination  of the  Optionee's  status as a  director  of the
Company for any reason (including  death), the Option shall terminate and expire
except as provided in


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Section 4.2 or 4.3 of this Agreement.

        4.2 If the Optionee's status as a director of the Company terminates for
any reason  other than death,  the Option shall be  exercisable  but only to the
extent it was  exercisable  at the time of such  termination  and only until the
earlier of the expiration date of the Option,  determined  pursuant to Section 2
of this  Agreement,  or the expiration of six months (or one year in the case of
termination by reason of disability) following the date of termination.

        4.3 If the  Optionee  dies while a director of the Company or  following
the  termination  of the  Optionee's  status as a director of the  Company,  but
during the period in which the Option is exercisable  pursuant to Section 4.2 of
this  Agreement,  the Option shall be exercisable  but only to the extent it was
exercisable  at the time of death and only until the  earlier of the  expiration
date of the Option,  determined pursuant to Section 2 of this Agreement,  or the
first anniversary of the date of the Optionee's death.

        SECTION 5. Plan Provisions to Prevail.

        This  Agreement  is  subject to all of the terms and  provisions  of the
Plan.  Without  limiting the generality of the foregoing,  by entering into this
Agreement the Optionee  agrees that no member of the Board of Directors shall be
liable for any action or  determination  made in good faith with  respect to the
Plan or any award  thereunder or this Agreement.  In the event that there is any
inconsistency  between the  provisions of this  Agreement  and of the Plan,  the
provisions of the Plan shall govern.


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        SECTION 6. Nontransferability.

        The Option  shall not be  assignable  or  transferable,  voluntarily  or
involuntarily,  by operation of law, or  otherwise,  and any such  assignment or
transfer  which  may be  attempted  shall be null  and  void  and of no  effect;
provided, however, that this Section 6 shall not prevent transfers by will or by
the laws of descent and distribution.  During the lifetime of the Optionee,  the
Option shall be exercisable only by the Optionee.

        SECTION 7. No Rights as a Shareholder

        The Optionee  shall have no rights as a shareholder  of the Company with
respect to the shares  subject to the Option  until the issuance to the Optionee
of a stock certificate for such shares.  Except as otherwise provided in Section
9 of the Plan, no adjustment shall be made for dividends, distributions or other
rights (whether  ordinary or extraordinary,  and whether in cash,  securities or
other  property)  for which  the  record  date is prior to the date  such  stock
certificate is issued.

        SECTION 8. Right of Discharge Preserved.

        Nothing in this  Agreement  shall  confer upon the Optionee the right to
continue  in the  service of the  Company as a director  or affect any  existing
right to terminate such service.

        SECTION 9. Notices.

        All notices required or permitted hereunder shall be given in writing by

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personal delivery;  by confirmed facsimile  transmission (with a copy dispatched
by express delivery or registered or certified mail); or by express delivery via
express mail or any reputable express courier service. Notice shall be addressed
(a) to Genta Incorporated,  c/o Kenneth G. Kasses, 3550 General Atomics Ct., San
Diego, California 92121; and (b) to the Optionee at the address set forth on the
signature page hereto;  or (c) as to either party,  at such other address as may
be  designated  by notice in the  manner  set forth  herein.  Notices  which are
delivered  personally,  by confirmed  facsimile  transmission,  or by courier as
aforesaid, shall be effective on the date of delivery.

        SECTION 10. Successors and Assigns.

        This  Agreement  shall be binding  upon and inure to the  benefit of the
parties  hereto and the successors and assigns of the Company and, to the extent
consistent  with Section 4 of this  Agreement  and with the Plan,  the heirs and
personal representatives of the Optionee.

        SECTION 11. Entire Contract; Waiver; Amendment.

        This  Agreement  constitutes  the entire  contract  between  the parties
hereto and supersedes all prior oral and written  agreements between the parties
with regard to the subject matter  hereof.  No waiver of any breach or condition
of this  Agreement  shall be deemed  to be a waiver  of any other or  subsequent
breach or condition,  whether of like or different nature. This Agreement may be
amended as provided in Section 10 of the Plan.

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        SECTION 12. Severability.

        If any provision of this Agreement  (including any provision of the Plan
that is incorporated herein by reference) shall hereafter be held to be invalid,
unenforceable  or illegal  in whole or in part,  in any  jurisdiction  under any
circumstances  for any  reason,  (a) such  provision  shall be  reformed  to the
minimum extent  necessary to cause such provision to be valid,  enforceable  and
legal  while  preserving  the  intent of the  parties as  expressed  in, and the
benefits to the parties  provided by, this Agreement and the Plan or (b) if such
provision  cannot be so  reformed,  such  provision  shall be severed  from this
Agreement  and  an  equitable   adjustment  shall  be  made  to  this  Agreement
(including, without limitation, addition of necessary further provisions to this
Agreement)  so as to give effect to the intent as so expressed  and the benefits
so   provided.   Such  holding   shall  not  affect  or  impair  the   validity,
enforceability or legality of such provision in any other  jurisdiction or under
any other circumstances.  Neither such holding nor such reformation or severance
shall affect or impair the  legality,  validity or  enforceability  of any other
provision of this Agreement or the Plan.

        SECTION 13. Governing Law.

        This  Agreement  shall be  interpreted,  construed and  administered  in
accordance  with the laws of the State of New  York,  without  giving  effect to
principles of conflicts of laws, as they apply to contracts made,  delivered and
performed in the State of New York.

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               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
agreement as of the date and year first written above.

                                          GENTA INCORPORATED


                                          By:  ___________________________
                                               Name:  Kenneth G. Kasses, Ph.D.
                                               Title: President


                                                   OPTIONEE


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                                             Address
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                                               Social Security Number