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

FORM 10-Q

(Mark One)

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

For the
quarterly period ended June 30, 2005

OR

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

For the
transition period from _______ to _______

Commission
File Number 0-19635

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

|Delaware                                                                   |  | 33-0326866                                          
|-------------------------------------------------------------------------- |  | ----------------------------------------------------
|(State or other
      jurisdiction of
      incorporation or organization) |  | (I.R.S. Employer
      
      Identification Number)
|                                                                           |  |                                                     
|Two Connell Drive
      
      Berkeley Heights, NJ                        |  | 07922                                               
|(Address of principal
      executive offices)                             |  | (Zip Code)                                          

(908)
  286-9800 (Registrant's telephone number, including area code)

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

|Yes þ | No o
|----- | ----

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

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

As of August 4, 2005, the registrant had 95,358,215 shares of common
stock outstanding.

---

---



Genta
IncorporatedINDEX TO FORM 10-Q

|PART
      I.  | FINANCIAL
      INFORMATION                                       |  |  |    |    | 
|-------------- | ----------------------------------------------------------------- |  |  | -- | -- | 
|               |                                                                   |  | 
|Item
      1.  | Financial
      Statements:                                       |  | 
|               |                                                                   |  | 
|               | Consolidated
      Balance Sheets at June 30, 2005                |  | 
|               | and
      December 31, 2004                                       |  |  |    | 3  | 
|               |                                                                   |  | 
|               | Consolidated
      Statements of Operations for the               |  | 
|               | Three    and    Six
         Months Ended June 30, 2005 and 2004  |  |  |    | 4  | 
|               |                                                                   |  | 
|               | Consolidated
      Statements of Cash Flows for the               |  | 
|               | Six  Months   Ended
         June 30, 2005 and 2004               |  |  |    | 5  | 
|               |                                                                   |  |  |    |    | 
|               | Notes
      to Consolidated Financial Statements                  |  |  |    | 6  | 
|               |                                                                   |  | 
|Item
      2.  | Managements
      Discussion and Analysis of Financial Condition |  | 
|               | and
      Results of Operations                                   |  |  |    | 15 | 
|               |                                                                   |  |  |    |    | 
|Item
      3.  | Quantitative
      and Qualitative Disclosures about Market Risk  |  |  |    | 24 | 
|               |                                                                   |  |  |    |    | 
|Item
      4.  | Controls
      and Procedures                                     |  |  |    | 25 | 
|               |                                                                   |  | 
|PART
      II. | OTHER
      INFORMATION                                           |  | 
|               |                                                                   |  |  |    |    | 
|Item
      1.  | Legal
      Proceedings                                           |  |  |    | 26 | 
|               |                                                                   |  |  |    |    | 
|Item 4.        | Submission  of  Matters to
         a Vote of Security Holders    |  |  |    | 26 | 
|               |                                                                   |  |  |    |    | 
|Item
      6.  | Exhibits                                                          |  |  |    | 27 | 
|               |                                                                   |  |  |    |    | 
|SIGNATURES     |                                                                   |  |  | 28 |   
|               |                                                                   |  |  |    |    | 
|CERTIFICATIONS |                                                                   |  |  | 30 |   

2

---



Table
  of Contents

|PART
      I.  | FINANCIAL
      INFORMATION                                                                                                                                  
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                              
|Item
      1.  | Financial
      Statements:                                                                                                                                  
|               |                                                                                                                                                              
|               | Consolidated
      Balance Sheets at June 30, 2005                                                                                                           
|               | and
      December 31, 2004                                                                                                                                  
|               |                                                                                                                                                              
|               | Consolidated
      Statements of Operations for the                                                                                                          
|               | Three    and    Six
         Months Ended June 30, 2005 and 2004                                                                                             
|               |                                                                                                                                                              
|               | Consolidated
      Statements of Cash Flows for the                                                                                                          
|               | Six  Months   Ended
         June 30, 2005 and 2004                                                                                                          
|               |                                                                                                                                                              
|               | Notes
      to Consolidated Financial Statements                                                                                                             
|               |                                                                                                                                                              
|Item
      2.  | Managements
      Discussion and Analysis of Financial Condition                                                                                            
|               | and
      Results of Operations                                                                                                                              
|               |                                                                                                                                                              
|Item 3.        | Quantitative
      and Qualitative Disclosures about Market Risk                                                                                             
|               |                                                                                                                                                              
|Item 4.        | Controls
      and Procedures                                                                                                                                
|               |                                                                                                                                                              
|PART
      II. | OTHER
      INFORMATION                                                                                                                                      
|               |                                                                                                                                                              
|Item 1.        | Legal
      Proceedings                                                                                                                                      
|               |                                                                                                                                                              
|Item 4.        | Submission  of  Matters to
         a Vote of Security Holders                                                                                               
|               |                                                                                                                                                              
|Item 6.        | Exhibits                                                                                                                                                     
|               |                                                                                                                                                              
|SIGNATURES    
|               |                                                                                                                                                              
|CERTIFICATIONS
|              
|31.1           | Certification
      by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002                                               
|31.2           | Certification
      by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002                                               
|32.1           | Certification
      by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2           | Certification
      by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



---



GENTA
INCORPORATED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands,
except par value data)

|                                                                 |  |  | June 30,
2005 |          | December 31,
2004 |  
|---------------------------------------------------------------- |  |  | ------------- | -------- | ----------------- | -
|ASSETS                                                           |  |  |               |          |                   |  
|Current assets:                                                  |  |  |               |          |                   |  
|Cash and cash equivalents                                        |  |  | $             | 4,415    |                   | $
|Marketable securities (Note 3)                                   |  |  |               | 15,737   |                   |  
|Accounts receivable                                              |  |  |               | 18       |                   |  
|Inventory (Note 4)                                               |  |  |               | 341      |                   |  
|Prepaid expenses and other current assets                        |  |  |               | 1,085    |                   |  
|                                                                 |  |  |               |          |                   |  
|Total current assets                                             |  |  |               | 21,596   |                   |  
|                                                                 |  |  |               |          |                   |  
|Property and equipment, net (Note 5)                             |  |  |               | 1,786    |                   |  
|Intangibles, net                                                 |  |  |               | --       |                   |  
|Prepaid royalties                                                |  |  |               | 1,268    |                   |  
|Other assets                                                     |  |  |               | 1,630    |                   |  
|                                                                 |  |  |               |          |                   |  
|Total assets                                                     |  |  | $             | 26,280   |                   | $
|                                                                 |  |  |               |          |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                             |  | 
|Current liabilities:                                             |  | 
|Accounts payable and accrued expenses                            |  |  | $             | 8,298    |                   | $
|Deferred revenues, current portion                               |  |  |               | --       |                   |  
|Notes payable                                                    |  |  |               | 227      |                   |  
|Short term debt  (Note 6)                                        |  |  |               | --       |                   |  
|                                                                 |  |  |               |          |                   |  
|Total current liabilities and total liabilities                  |  |  |               | 8,525    |                   |  
|                                                                 |  |  |               |          |                   |  
|Commitments and contingencies (Note 10)                          |  |  |               |          |                   |  
|                                                                 |  | 
|Stockholders' equity:                                            |  | 
|Series A convertible preferred stock, $.001 par value;           |  | 
|5,000 shares authorized, 10 shares issued and outstanding,       |  | 
|liquidation value of $485 at June 30, 2005 and December 31, 2004 |  |  |               | --       |                   |  
|Common stock, $.001 par value; 150,000 shares authorized,        |  | 
|95,358 shares issued and outstanding at June 30, 2005            |  | 
|and December 31, 2004                                            |  |  |               | 95       |                   |  
|Additional paid-in capital                                       |  |  |               | 357,714  |                   |  
|Accumulated deficit                                              |  |  |               | (340,040 | )                 |  
|Deferred compensation                                            |  |  |               | (19      | )                 |  
|Accumulated other comprehensive income/(loss)                    |  |  |               | 5        |                   |  
|                                                                 |  |  |               |          |                   |  
|Total stockholders' equity                                       |  |  |               | 17,755   |                   |  
|                                                                 |  |  |               |          |                   |  
|Total liabilities and stockholders' equity                       |  |  | $             | 26,280   |                   | $
|                                                                 |  |  |               |          |                   |  

See
accompanying notes to consolidated financial statements.

3

---



GENTA
INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                             |  |  | Three
      Months Ended June 30, |        | Six Months Ended June 30, |  
|------------------------------------------------------------ |  |  | --------------------------------- | ------ | ------------------------- | -
|                                                             |  |  |                                   |        |                           |  
|(In thousands, except per share data)                        |  |  | 2005                              |        | 2004                      |  
|                                                             |  |  |                                   |        |                           |  
|                                                             |  |  | (Unaudited)                       |        | (Unaudited)               |  
|Revenues:                                                    |  |  |                                   |        |                           |  
|License fees and royalties                                   |  |  | $                                 | 1,556  |                           | $
|Development funding                                          |  |  |                                   | 6,234  |                           |  
|Product sales - net                                          |  |  |                                   | 97     |                           |  
|                                                             |  |  |                                   |        |                           |  
|Total revenues                                               |  |  |                                   | 7,887  |                           |  
|                                                             |  |  |                                   |        |                           |  
|Cost of goods sold                                           |  |  |                                   | 18     |                           |  
|Provision for excess inventory                               |  |  |                                   | (21    | )                         |  
|                                                             |  |  |                                   |        |                           |  
|Total cost of goods sold                                     |  |  |                                   | (3     | )                         |  
|                                                             |  |  |                                   |        |                           |  
|Gross margin                                                 |  |  |                                   | 7,890  |                           |  
|                                                             |  | 
|Costs and expenses:                                          |  | 
|Research and development (including non-cash compensation    |  | 
|expense related to certain stock options issued in 1999      |  | 
|and 2000 of $52 for the three months and $104 for the        |  |  |                                   |        |                           |  
|six months ended June 30, 2004)                              |  |  |                                   | 5,551  |                           |  
|                                                             |  | 
|Selling, general and administrative (including non-cash      |  | 
|compensation expense related to certain stock options        |  | 
|issued in 1999 and 2000 of  $11 and $22 for the              |  | 
|three months ended June 30, 2005 and June 30, 2004,          |  | 
|respectively and $22 and $39 for the six months ended        |  |  |                                   |        |                           |  
|June 30, 2005 and June 30, 2004 respectively)                |  |  |                                   | 4,635  |                           |  
|                                                             |  |  |                                   |        |                           |  
|Total costs and expenses - gross                             |  |  |                                   | 10,186 |                           |  
|Aventis reimbursement                                        |  |  |                                   | (2,838 | )                         |  
|                                                             |  |  |                                   |        |                           |  
|Total costs and expenses - net                               |  |  |                                   | 7,348  |                           |  
|                                                             |  |  |                                   |        |                           |  
|Gain on forgiveness of debt                                  |  |  |                                   | 1,297  |                           |  
|Other income                                                 |  |  |                                   | 80     |                           |  
|                                                             |  |  |                                   |        |                           |  
|Net income/(loss)                                            |  |  |                                   | 1,919  |                           |  
|                                                             |  |  |                                   |        |                           |  
|Net income/(loss) per basic and diluted share (Note 8)       |  |  | $                                 | 0.02   |                           | $
|                                                             |  |  |                                   |        |                           |  
|Shares used in computing net income/(loss) per basic share   |  |  |                                   | 95,358 |                           |  
|                                                             |  |  |                                   |        |                           |  
|Shares used in computing net income/(loss) per diluted share |  |  |                                   | 95,531 |                           |  
|                                                             |  |  |                                   |        |                           |  

See
accompanying notes to consolidated financial statements

4

---



GENTA
INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                              |  |  | Six Months Ended June 30, |        
|----------------------------------------------------------------------------- |  |  | ------------------------- | -------
|                                                                              |  |  |                           |        
|(In thousands)                                                                |  |  | 2005                      |        
|                                                                              |  |  |                           |        
|                                                                              |  |  | (Unaudited)               |        
|Operating activities:                                                         |  |  |                           |        
|Net income/(loss)                                                             |  |  | $                         | 15,944 
|Items reflected in net income/(loss) not requiring cash:                      |  | 
|Depreciation and amortization                                                 |  |  |                           | 1,337  
|Loss on disposition of property and equipment                                 |  |  |                           | 3      
|Non-cash reimbursement of research & development expense                      |  |  |                           | (6,090 
|Provision for excess inventory                                                |  |  |                           | (21    
|Gain on forgiveness of debt                                                   |  |  |                           | (1,297 
|Amortization of deferred revenues                                             |  |  |                           | (26,228
|Compensation expense related to certain stock options issued in 1999 and 2000 |  |  |                           | 22     
|Changes in operating assets and liabilities:                                  |  | 
|Accounts receivable                                                           |  |  |                           | (18    
|Inventory (Note 4)                                                            |  |  |                           | 33     
|Notes receivable                                                              |  |  |                           | --     
|Prepaid expenses and other current assets                                     |  |  |                           | 825    
|Accounts payable and accrued expenses                                         |  |  |                           | (6,051 
|Other assets                                                                  |  |  |                           | (10    
|                                                                              |  |  |                           |        
|Net cash used in operating activities                                         |  |  |                           | (21,551
|                                                                              |  |  |                           |        
|Investing activities:                                                         |  | 
|Purchase of marketable securities (Note 3)                                    |  |  |                           | (9,942 
|Maturities and sales of marketable securities (Note 3)                        |  |  |                           | --     
|Purchase of property and equipment                                            |  |  |                           | (26    
|Proceeds from sale of property and equipment                                  |  |  |                           | 34     
|                                                                              |  |  |                           |        
|Net cash (used in)/provided by investing activities                           |  |  |                           | (9,934 
|                                                                              |  |  |                           |        
|Financing activities:                                                         |  | 
|Repayments of note payable                                                    |  |  |                           | (589   
|Deferred financing costs                                                      |  |  |                           | --     
|Issuance of common stock upon exercise of warrants and options                |  |  |                           | --     
|                                                                              |  |  |                           |        
|Net cash (used in)/provided by financing activities                           |  |  |                           | (589   
|                                                                              |  |  |                           |        
|(Decrease)/increase in cash and cash equivalents                              |  |  |                           | (32,074
|Cash and cash equivalents at beginning of period                              |  |  |                           | 36,489 
|                                                                              |  |  |                           |        
|Cash and cash equivalents at end of period                                    |  |  | $                         | 4,415  
|                                                                              |  |  |                           |        

See
accompanying notes to consolidated financial statements.

5

---



GENTA
INCORPORATEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2005 (Unaudited)

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

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

The
Company has had  recurring  annual  operating  losses  since its  inception.  Management
expects  that  such  losses  will  continue  at  least  until  its  lead  product,
Genasense®(oblimersen  sodium)  Injection,  receives
approval  from  the  U.S.  Food  and  Drug  Administration  (FDA)  for
commercial  sale in one or more  indications.  Achievement  of  profitability  for the
Company is  dependent  on the timing of  Genasense® regulatory
approvals  in the U.S. and outside the  U.S.

Genta
has  completed  and announced the results of Phase 3  trials of Genasense® in
combination  with  chemotherapy in the  treatment  of  malignant  melanoma,  chronic
lymphocytic  leukemia  (CLL)  and  multiple  myeloma.  In addition to the
three  Phase 3 trials,  the Company is  conducting  (under its  own  sponsorship  or in
conjunction  with various  cooperative  groups)  randomized  trials  in  non-small  cell
lung  cancer  (NSCLC),  small cell lung  cancer  (SCLC),  acute
myeloid  leukemia  (AML)  and  hormone  refractory  prostate  cancer  (HRPC).
Genta is also conducting a number of non-randomized  clinical  trials in  patients  with
various  types of cancer,  either  under its own  sponsorship  or in  collaboration  with
the National Cancer Institute (NCI).

On
June  30,  2005,  the  Company  announced  that it had  initiated  submission of a New
Drug  Application  (NDA) with  the FDA  seeking  marketing  approval of
Genasense®.  The NDA  seeks  accelerated  approval
for  the  use of  Genasense® in  combination  with
fludarabine  plus  cyclophosphamide  for the  treatment  of  patients  with  chronic
lymphocytic  leukemia  (CLL) who have  previously  received  fludarabine.  Genasense® has
received  Fast  Track  designation  by the  FDA  in  CLL,  meaning  that  the  indication
represents  an  unmet  medical  need.  Upon  agreement  with the FDA,  Fast Track
designation  enables  the  Company to submit the NDA on a  rolling basis  as
specific  sections are  completed.  Genta has submitted the  initial  section  and the
Company  anticipates  that  the NDA  will be  completed  by the end of the fourth
quarter of 2005.  Genasense® has also  received
designation  as an Orphan Drug  in CLL, which  provides for a period of marketing
exclusivity  if  the  product  is  approved,  certain  tax  benefits  and  exemption
from  certain  fees at the time of NDA  submission.  If  accelerated  approval  is
granted,  it would  require the  Company to  conduct a  confirmatory  study and Genta
plans to  discuss the design of that study with the FDA.  Although  Fast  Track
designation,  orphan drug  designation  and accelerated  approval  provisions  are
beneficial,  there  can  be  no  assurance  that the NDA will be reviewed  faster by the
FDA or  that the NDA will be approved.

Also
on June 30, 2005,  the Company  announced that it had  filed a formal  Letter of Intent
with the  European  Medicines  Agency  (EMEA)  as the  initial  step  for
submission  of a  Marketing  Authorization  Application  (MAA) for Genasense®.
In the  submission,  the Company will seek approval for use of  Genasense® plus
dacarbazine  for the  treatment  of patients  with  metastatic  melanoma  who have not
previously  received  chemotherapy.  The  letter,  which  is  required  under
centralized  registration  procedures  when  marketing  authorization  is  requested
concurrently  in all  EU  member  states,  initiates a six-month  process  that
concludes  with  filing the  completed  application.  The  Company  anticipates  that the
MAA will be  filed by the end of the  fourth  quarter  of 2005.

6

---



Genta
markets  Ganite® (gallium  nitrate  injection)  for
the treatment of  cancer-related  hypercalcemia.  In May 2004,  the  Company  eliminated
its sales  force  and  significantly  reduced its  marketing  support  for  Ganite®.
A  significant  source of funds  during the last  several  years has been from  the
Companys  collaboration  with  Aventis,  a member of the  sanofi-aventis  Group  (Aventis),
regarding the development  and  commercialization  of  Genasense®.
On  November 8, 2004,  the Company  received from Aventis  notice of  termination  of
the  agreements  between Genta and Aventis.  Pursuant to those  agreements,  Aventis
continued to support the  development of  Genasense® for
a  six-month  period.  On May  10,  2005,  the  Company  announced  that  Genta  and
Aventis  had  signed  an  agreement to finalize  the  termination  of their  development
and commercialization collaboration for Genasense®.

During
the second quarter of 2005,  the Company  commenced  discussions  with other  companies
on a partnership  regarding  the development  and  commercialization  of Genasense®.
Those  discussions are ongoing.

On
August  8,  2005 the  Company  announced  that it had  entered  into  a  definitive
agreement  with  institutional  investors to sell  approximately  19.1  million  shares
of its  common  stock  for  gross  proceeds  of  approximately  $17.5  million,  before
fees and  expenses.  The closing is expected  to  take  place  on  August  11,  2005,
subject  to  the  satisfaction  of  customary  closing  conditions.  After  deducting
placement  fees, the Company expects to receive net  proceeds of approximately  $16.5
million,  (before  expenses).  With  the  completion  of  this  financing,  although  no
assurances can be expressed,  management  believes that at the  current rate of spending,
the Company should have  sufficient  cash  funds to  maintain  its  present  operations
well  into  2006.  There are a number  of  alternatives  available  to the  Company to
sustain its  operations  beyond  2006 should  there  be a delay in approval of Genasense®.

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

| | 2. |  | Summary
of Significant Accounting Policies
| | -- |  | ------------------------------------------

Basis of
Presentation

The
consolidated  financial  statements  are presented on  the basis of accounting
principles  generally accepted in the  United  States  of  America.  All  professional
accounting  standards have been  considered in preparing the  consolidated  financial
statements.  Such financial  statements include the  accounts of the Company and all
majority-owned  subsidiaries.  The  preparation  of financial  statements in conformity
with  generally accepted  accounting  principles requires management  to  make  certain
estimates  and  assumptions  that  affect  reported  earnings,  financial  position  and
various  disclosures.  Actual  results  could  differ  from  those  estimates.  Certain
reclassifications  have  been  made  to  prior-year  amounts  to  conform  to  the
current-year  presentation.  The  unaudited  consolidated  financial  statements  and
related  disclosures  have been  prepared with  the  presumption  that  users  of  the
interim  financial  information  have  read  or  have  access  to  the  audited
financial  statements  for  the  preceding  fiscal  year.  Accordingly,  these  financial
statements  should  be read in  conjunction  with  the  audited  consolidated  financial
statements  and the  related  notes  thereto  included  in the  Company's  Annual  Report
on Form  10-K for the  fiscal  year  ended December 31, 2004.  Results for interim
periods are not  necessarily  indicative  of  results  for the full  year.  The  Company
has  experienced  significant  quarterly  fluctuations  in operating  results and it
expects those  fluctuations  will  continue.

7

---



Revenue
Recognition

In
April 2002, the Company  entered into a development and  commercialization  agreement (Collaborative
Agreement) with  Aventis. Under the terms of the Collaborative  Agreement,  the
Company and Aventis  would jointly  develop and  commercialize  Genasense® in
the U.S.,  and  Aventis  would  have  exclusive  development  and  marketing  rights  to
the  compound  in all  countries  outside  of  the  U.S.  Under  the  Collaborative
Agreement,  Aventis would pay 75% of NDA-directed  development  costs  incurred by either
Genta or Aventis,  subsequent to the  execution  of the  Collaborative  Agreement,  and
100% of all  other  development,  marketing,  and  sales  costs  incurred  within  the
U.S.  and  elsewhere  as  subject  to  the  Collaborative  Agreement.  On  November 8,
2004  Aventis  gave  notice  to Genta  that it was  terminating  its  Collaborative
Agreement  with  the  Company.  Under  the  terms  of  the  agreement,  Aventis
continued  to  fund  ongoing  development  activities  for a six-month  period.  The
Company  follows the  provisions of the Securities and Exchange  Commissions  Staff
Accounting  Bulletin (SAB) No. 104, Revenue  Recognition and  Emerging
Issues Task Force  (EITF)  No.  00-21,  Accounting  for Revenue Arrangements
with Multiple Deliverables.

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

The
Company  determined  that,  due to the  nature of the  ongoing  development  work
related  to  its  Collaborative  Agreement with Aventis,  the end of the development
phase and  the  fair  value  of  the  undelivered  elements  were  not  determinable.
Accordingly,  the Company deferred  recognition  of  the  initial  licensing  fee  and
up-front  development  funding  received from Aventis and  recognized  these payments  on
a straight-line  basis over the original  estimated  useful  life of the related
first-to-expire  patent of 115 months. As  a result of the notice of  termination  of the
agreement  with  Aventis,  the Company  determined that the remaining  deferred  revenue
should be recognized  over the six-month  termination  notice period from November 2004
to May 2005.

Genta
recognizes  revenue from product sales when title to  product  and  associated  risk  of
loss  has  passed  to  the  customer and the Company is  reasonably  assured of
collecting  payment  for the sale.  All  revenue  from  product  sales are  recorded net
of  applicable  allowances  for returns,  rebates  and other  applicable  discounts and
allowances.  The Company  allows  return of its  product for up to twelve  months  after
product expiration.  In December 2004, a wholesaler  contacted  the Company to return a
significant  portion of its inventory  of Ganite®.
The Company  agreed to the return of this product  and  recorded  a  provision  for
sales  returns,  as  well as  provided  for  potential  returns from other  wholesalers.
In  January  2005,  the  wholesaler  returned  $0.5  million  of  Ganite®.
At June 30, 2005, the Companys  provision for sales  returns was $0.8 million.

Research and
Development

Research
and  development  costs are expensed as incurred,  including  raw  material  costs
required  to  manufacture  products for clinical  trials.  Reimbursements  for applicable
Genasense®-related  costs, under the Collaborative
Agreement,  have  been  recorded  as  a  reduction  to  expenses  in  the  Consolidated
Statement of Operations.

8

---



Cash, Cash
Equivalents and Marketable Securities

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

Property and
Equipment

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

Inventories

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

Stock Options

The
Company has two stock-based compensation plans. The Company accounts for
stock-based compensation arrangements in accordance with provisions of Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees and complies with the disclosure provisions of SFAS No. 123,Accounting for Stock-Based Compensation. Under APB Opinion No. 25, compensation
expense is based on the difference, if any, on the date of grant, between the fair
value of the Company's stock and the exercise price. The Company accounts for
stock options issued to non-employees in accordance with the provisions of SFAS
No. 123, and EITF Consensus on Issue No. 96-18, Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services. The Company is amortizing deferred
stock compensation using the graded vesting method, in accordance with Financial
Accounting Standards Board Interpretation (FIN) No. 28, over the
vesting period of each respective option, which is generally four years.

9

---



The
following  table  illustrates  the  effect  on  net  income/(loss)  and net
income/(loss) per share if the Company  had  applied  the fair value  recognition
provisions  of SFAS  No. 123 to stock-based employee compensation:

|                                                   |  |  | Three Months Ended
      June
30, |        | Six Months Ended 
      June
30, |  
|-------------------------------------------------- |  |  | --------------------------------- | ------ | -------------------------------- | -
|                                                   |  |  |                                   |       
|($ thousands, except per share data)               |  |  | 2005                              |        | 2004                             |  
|                                                   |  |  |                                   |        |                                  |  
|Net income/(loss) applicable to common             |  |  |                                   |        |                                  |  
|shares, as reported                                |  |  | $                                 | 1,919  |                                  | $
|Add: Equity related employee compensation expense  |  | 
|included in reported net income, net of related    |  | 
|tax effects                                        |  |  |                                   | 11     |                                  |  
|Deduct: Total stock-based employee compensation    |  | 
|expense determined under fair values based         |  | 
|method for all awards, net of related tax effects  |  |  |                                   | (1,408 | )                                |  
|                                                   |  |  |                                   |        |                                  |  
|Pro forma net income/(loss)                        |  |  | $                                 | 522    |                                  | $
|                                                   |  |  |                                   |        |                                  |  
|Net income/(loss) per share attributable to common |  | 
|shareholders:                                      |  | 
|As reported: Basic and diluted                     |  |  | $                                 | 0.02   |                                  | $
|Pro forma: Basic and diluted                       |  |  | $                                 | 0.01   |                                  | $

The
Company  estimated  the fair value of options at the  date of each  grant  during  the
three  months  ended June 30,  2005 and  2004,  respectively,  using a  Black-Scholes
option  valuation model with the following assumptions:

|                              |  |  |  | Three
      Months Ended June 30, |  
|----------------------------- |  |  |  | --------------------------------- | -
|                              |  |  |  |                                   |  
|                              |  |  |  | 2005                              |  
|Risk-free
      interest rate |  |  |  | 4.8                               | %
|Dividend
      yield          |  |  |  | --                                |  
|Expected
      life (years)   |  |  |  | 6.2                               |  
|Expected
      volatility     |  |  |  | 117                               | %

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

10

---



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

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

|                        |  |  | June 30,
2005 |        | December 31,
2004 |  
|----------------------- |  |  | ------------- | ------ | ----------------- | -
|                        |  |  |               |        |                   |  
|Cost                    |  |  | $             | 15,732 |                   | $
|Gross unrealized gains  |  |  |               | 26     |                   |  
|Gross unrealized losses |  |  |               | (21    | )                 |  
|                        |  |  |               |        |                   |  
|Fair value              |  |  | $             | 15,737 |                   | $
|                        |  |  |               |        |                   |  

The
estimated fair value of each  marketable  security has  been compared to its cost,  and
therefore,  a net  unrealized  gain of  approximately  $5 thousand and an unrealized
loss of  approximately  $32  thousand  have  been  recognized  in  Accumulated  other
comprehensive  income/(loss)  at June  30,  2005 and December 31, 2004, respectively.

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

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

|                |  |  | June 30,
2005 |     | December 31,
2004 |  
|--------------- |  |  | ------------- | --- | ----------------- | -
|                |  |  |               |     |                   |  
|Raw materials   |  |  | $             | 8   |                   | $
|Work in process |  |  |               | --  |                   |  
|Finished goods  |  |  |               | 333 |                   |  
|                |  |  |               |     |                   |  
|                |  |  | $             | 341 |                   | $
|                |  |  |               |     |                   |  

On
May 10,  2005,  the  Company  announced  that Genta and  Aventis had signed an agreement
to finalize  the  termination  of their development and  commercialization  collaboration
for  Genasense®.  The termination  agreement
provided for no future  financial  obligations  by either party and the  retirement of
the Line of Credit  established  by Aventis to Genta.  Aventis  returned its current
inventory of  Genasense® drug supply to  Genta.
With  this  returned  drug  supply,  the  Company  has  substantial  quantities  of
Genasense® which are recorded at  zero  cost.  Such
inventory  would  be  available  for  the  commercial  launch  of  this  product,  should
Genasense® be  approved.

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

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

|                                               |  |  | Estimated 
    Useful Lives |  |  | June 30,
2005 |        | December 31,
2004 |  
|---------------------------------------------- |  |  | --------------------------- |  |  | ------------- | ------ | ----------------- | -
|                                               |  |  |                             |  |  |               |        |                   |  
|Computer equipment                             |  |  | 3                           |  |  | $             | 2,862  |                   | $
|Software                                       |  |  | 3                           |  |  |               | 3,349  |                   |  
|Furniture and fixtures                         |  |  | 5                           |  |  |               | 936    |                   |  
|Leasehold improvements                         |  |  | Life of lease               |  |  |               | 410    |                   |  
|Equipment                                      |  |  | 5                           |  |  |               | 166    |                   |  
|                                               |  |  |                             |  |  |               |        |                   |  
|                                               |  |  |                             |  |  |               | 7,723  |                   |  
|Less accumulated depreciation and amortization |  |  |                             |  |  |               | (5,937 | )                 |  
|                                               |  |  |                             |  |  |               |        |                   |  
|                                               |  |  |                             |  |  | $             | 1,786  |                   | $
|                                               |  |  |                             |  |  |               |        |                   |  

11

---



| | 6. |  | Short
Term Debt
| | -- |  | ---------------

Revolving
debt  was  issued  in  connection  with  an  amendment,  dated  March  14,  2003,  to
the  Aventis  Collaboration  Agreement  that  established  a line of  credit  related  to
the  development,  manufacturing  and  commercialization  of Genasense® (Line
of Credit).  The Line  of Credit  was  considered  an advance  against  both past
and  future  costs  and  the  borrowing  base  was  adjusted  on  a  monthly basis.  With
the Aventis notice of termination,  Genta  could not borrow  additional  funds and the
Line of Credit had  to be  repaid  at  the  end  of the  termination  period.  All
payments  otherwise  due to Genta  were  applied  against  the  balance  on the Line of
Credit  until  the Line of Credit  was  repaid.  On May 10,  2005,  the Company
announced  that Genta  and Aventis had finalized a termination  agreement,  providing
for no future  financial  obligations  by either party and the  remaining  balance  on
the  Line  of  Credit  was  forgiven.  During the six months  ended June 30,  2005,  $6.0
million of  reimbursement  due from  Aventis was applied to the balance of  the Line of
Credit and the  remaining  balance of $1.3 million  was recorded as Gain on forgiveness
of debt.

| | 7. |  | Comprehensive
Income/(Loss)
| | -- |  | ---------------------------

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

|($ in thousands)                             |  |  | Three Months Ended
June 30, |       | Six Months Ended
June 30, |  
|-------------------------------------------- |  |  | --------------------------- | ----- | ------------------------- | -
|                                             |  |  |                             |      
|                                             |  |  | 2005                        |       | 2004                      |  
|                                             |  |  |                             |       |                           |  
|Net income/(loss)                            |  |  | $                           | 1,919 |                           | $
|Change in market value on available-for-sale |  | 
|marketable securities                        |  |  |                             | 44    |                           |  
|                                             |  |  |                             |       |                           |  
|Total comprehensive income/(loss)            |  |  | $                           | 1,963 |                           | $
|                                             |  |  |                             |       |                           |  

| | 8. |  | Net
Income/(Loss) per Share
| | -- |  | ---------------------------

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

|($ in thousands, except per share amounts) |  |  | Three Months Ended 
June 30, |        | Six Months Ended
June 30, |  
|------------------------------------------ |  |  | ---------------------------- | ------ | ------------------------- | -
|                                           |  |  |                              |       
|                                           |  |  | 2005                         |        | 2004                      |  
|                                           |  |  |                              |        |                           |  
|Numerator:                                 |  |  |                              |        |                           |  
|Net income/(loss)                          |  |  | $                            | 1,919  |                           | $
|                                           |  | 
|Denominator:                               |  | 
|Weighted average shares outstanding:       |  | 
|Basic                                      |  |  |                              | 95,358 |                           |  
|Effect of dilutive stock options, warrants |  | 
|and convertible preferred stock            |  |  |                              | 173    |                           |  
|                                           |  |  |                              |        |                           |  
|Diluted                                    |  |  |                              | 95,531 |                           |  
|                                           |  |  |                              |        |                           |  
|Net income/(loss) per share:               |  | 
|Basic                                      |  |  | $                            | 0.02   |                           | $
|Diluted                                    |  |  | $                            | 0.02   |                           | $

12

---



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

As
a result  of the  Aventis  notice of  termination,  all  payments  otherwise  due to
Genta were  contractually  applied  against  the  balance of the Line of Credit  until
the Line of  Credit  was  repaid.  During  the six  months  ended  June 30,  2005, $6.0
million of  reimbursement  due to Genta was applied  to the  balance  of the  Line  of
Credit.  In  addition,  the  Company  recorded  a gain on the  forgiveness  of debt of
$1.3  million.

No
interest  or income  taxes were paid for the six months  ended June 30, 2005 and 2004,
respectively.

| | 10. |  | Commitments
and Contingencies
| | --- |  | -----------------------------

Litigation
and Potential Claims

In
2004,  numerous  complaints  were  filed in the  United  States  District  Court for the
District of New Jersey against  Genta  and  certain  of our  principal  officers  on
behalf of  purported  classes  of  our  shareholders  who  purchased  our  securities
during several class periods.  The complaints have  been  consolidated  into a single
action and allege  that the  Company and certain of its  principal  officers  violated
the  federal  securities  laws  by  issuing  materially  false  and  misleading
statements  regarding Genasense® for the treatment
of  malignant  melanoma  that had the  effect of  artificially  inflating  the  market
price  of  our  securities.  The  shareholder  class  action  complaint  in the various
actions  seeks monetary  damages in an unspecified  amount and recovery  of plaintiffs costs
and attorneys fees. In addition,  three  shareholder  derivative  actions  have
been filed  against the  directors  and certain  officers of Genta in New Jersey  State
and Federal courts.  Based on facts  substantially  similar to  those  asserted  in  the
shareholder  class  actions,  the  derivative  plaintiffs  claim that  defendants  have
breached  their  fiduciary  duties  to  the  shareholders  and  other  violations  of New
Jersey  law.  The  Company  believes  these  litigations  are  without  merit  and will
vigorously  defend  against these suits.

Management
does not  believe  that this  litigation  will  have a  material  adverse  impact on the
Companys  financial  results or liquidity.

| | 11. |  | Recent
Accounting Pronouncements
| | --- |  | --------------------------------

In
May 2005, the Financial Accounting Standards Board (FASB) issued
Statement (SFAS) No. 154,  Accounting Changes and Error Corrections,
effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. SFAS 154 requires voluntary changes in
accounting principle be retrospectively applied to financial statements from previous
periods unless such application is impracticable. Under the newly issued standard
changes in depreciation, amortization, or depletion for long-lived, non-financial
assets should be accounted for as a change in accounting estimate that is effected
by a change in accounting principle. The Company believes that the adoption of this standard
will not have a material impact on the Companys results of operations,
financial position or cash flow.

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

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

13

---



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

| | 12. |  | Subsequent
Event
| | --- |  | ----------------

On
August  8,  2005,  the  Company  announced  that it had  entered  into  a  definitive
agreement  with  institutional  investors to sell  approximately  19.1  million  shares
of its  common  stock  for  gross  proceeds  of  approximately  $17.5  million,  before
fees and  expenses.  The closing is expected  to  take  place  on  August  11,  2005,
subject  to  the  satisfaction  of  customary  closing  conditions.  After  deducting
placement  fees, the Company expects to receive net  proceeds of approximately $16.5
million, (before expenses).

14

---



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

Certain
Factors  Affecting  Forward-Looking  Statements  Safe  Harbor Statement

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

- the  Companys  ability  to
obtain  necessary  regulatory  approval for  Genasense® from the U.S.
Food  and Drug  Administration  (FDA) or  European  Medicines  Agency (EMEA);
- the safety and  efficacy of the
Companys products;
- the commencement and completion
of clinical trials;
- the  Companys  ability to
develop,  manufacture  and  sell its products;
- the adequacy of the Companys
capital  resources and  the Companys ability to obtain  sufficient  financing to
maintain the Companys planned operations;
- the  adequacy  of  the  Companys
patents  and  proprietary rights;
- the  impact  of  litigation  that
has  been  brought  against the Company and its officers and directors;
- the other risks  described  under
Certain  Risks and  Uncertainties  Related to the  Companys  Business in the
Companys  Annual report on Form 10-K for the fiscal year  ended December 31, 2004.

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

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

Overview

Genta
Incorporated  is  a  biopharmaceutical  company  engaged  in  pharmaceutical  research
and  development.  The  Company is dedicated to the  identification,  development  and
commercialization  of novel drugs for the  treatment of cancer  and  related  diseases.
Genta  has  had  recurring  annual  operating  losses  since its  inception  and  expects
to incur  substantial  operating  losses due to  continued  requirements  for ongoing and
planned  research and development  activities,  pre-clinical and clinical testing,
manufacturing  activities,  regulatory  activities  and  establishment  of  a  sales  and
marketing  organization.  We  have  experienced  significant  quarterly  fluctuations  in
operating  results  and we expect  that  these  fluctuations  in  revenues,  expenses
and losses  will continue.

15

---



During
the  six  months  ended  June  30,  2005,  Genta  reported  total  revenues  of $26.4
million and net income of  $15.9  million  or $0.17 per  share.  Net  income  was  driven
largely by the  accelerated  recognition  of deferred  revenue  related to the
sanofi-aventis  notice of  termination  of the  2002 collaboration  agreements  related
to Genasense®.  On May  10,  2005,  the Company
announced  that Genta and Aventis had  signed an  agreement  to  finalize  the
termination  of their  development  and  commercialization  collaboration  for  Genasense®.
The termination  agreement provided for no future  financial  obligations  by  either
party.  There  will  be no  further  revenues  recognized  associated  with this
agreement  subsequent  to May 8, 2005.  As of June 30, 2005,  the Company  had  cash,
cash  equivalents  and  marketable  securities  totaling  $20.2  million.  Management
continues to anticipate  that total  average  monthly  cash outflow will be in the $3.0
million  to  $4.0  million  range.  On  August  8,  2005,  the  Company  announced  that
it had  entered  into  a  definitive  agreement with  institutional  investors to sell
approximately  19.1  million  shares of its common  stock for gross  proceeds  of
approximately  $17.5  million,  before fees and  expenses.  The  closing is  expected  to
take  place on August 11,  2005,  subject to the satisfaction of customary  closing
conditions.  After  deducting  placement  fees,  the  Company  expects  to  receive net
proceeds of approximately  $16.5 million,  (before  expenses).

Genta
has  completed  and announced the results of Phase 3  trials of Genasense® in
combination  with  chemotherapy in the  treatment  of  malignant  melanoma,  chronic
lymphocytic  leukemia (CLL) and multiple myeloma.

In
late  2003,  we  filed a New Drug  Application  (NDA)  for  Genasense® to
be used in  combination  with  dacarbazine  for  the  treatment  of  patients  with
advanced  malignant  melanoma.  The FDA Oncology  Drugs  Advisory  Committee  voted  not
to recommend  Genasense® for marketing  approval.
In May  2004,  the  Company  withdrew  its  NDA  from  further  consideration.  At the
same  time,  we  initiated  a series of  steps that were  designed to  conserve  cash in
order to focus  on  Genasense®.  The  Company  has
continued  long-term  follow-up  of  patients  who were  enrolled  in the  malignant
melanoma  trial.  In May 2005, we announced  that updated data  from extended  follow-up
for a minimum of 24 months  continued  to  show  statistical  significance  for  overall
response,  complete  response and progression free survival.  Statistical  significance
was  achieved  for durable  response,  (P=0.02).  However,  overall  survival  by intent
to treat  analysis  did  not  show  a  statistically  significant  improvement  for
patients treated with Genasense®, (P=0.077).

On
June  30,  2005,  the  Company  announced  that it had  filed a formal  Letter of Intent
with the  European  Medicines  Agency  (EMEA)  as the  initial  step  for
submission  of a  Marketing  Authorization  Application  (MAA) for Genasense®.
In  the  submission,  we  will  seek  approval  for  use  of  Genasense® plus
dacarbazine  for the  treatment  of patients  with  metastatic  melanoma  who have not
previously  received  chemotherapy.  The  letter,  which  is  required  under
centralized  registration  procedures  when  marketing  authorization  is requested
concurrently in all member states  of the  European  Union,  initiates a six-month
process  that  concludes  with  filing  the  completed  application.  The  marketing
application  for  Genasense® is  supported  by
extended  follow-up  of  patients  from a  Phase  3  trial  of  dacarbazine  with  or
without  Genasense® in  previously  untreated
patients  with  metastatic  melanoma.  The  study  included  771  patients  at 139 sites
in nine  countries.  The  MAA will include  data from 24 months of minimum  follow-up on
all patients.  Subsequent to filing the letter of intent,  the  Company  was  notified
that the EMEA has  assigned  Spain and  France as  Rapporteur  and  Co-Rapporteur,
respectively,  for  review of the melanoma MAA.

16

---



In
November  2004,  the Company  reported  results  from a  randomized  Phase 3 clinical
trial of  Genasense® in patients  with  relapsed  or
refractory  chronic  lymphocytic  leukemia  (CLL).  Two hundred  forty-one
patients were  randomized to  receive  standard  chemotherapy  with  fludarabine  and
cyclophosphamide  with  or  without  Genasense®.
The  primary  objective  of the study was to evaluate  whether the  addition  of Genasense® would
increase the  proportion of patients who  attained  major  objective  responses  (defined
as  complete  remission (CR) or a nodular partial remission  (nPR)),
as  determined  by  review  of  clinical  data  and  bone  marrow  biopsies  using
experts  who  were  blinded  as to  treatment  assignment.  Analysis  of  study  results
showed  that  the  addition of Genasense® to
chemotherapy  was associated with a  statistically  significant  increase  in the  major
objective  response  rate  compared  with the rate  observed  in patients  who were
treated  with  chemotherapy  alone.  No  significant  difference  was  observed  in
overall  response  rate,  time-to-disease  progression,  or  overall  survival.  The
incidence  of certain  serious  adverse  reactions,  including  but  not  limited  to
nausea,  fever  and  catheter-related  complications,  was  increased  in  patients
treated  with  Genasense®.  Treatment-emergent
adverse events  (irrespective  of  relation  to  study  drugs)  during  treatment  or
within  thirty  days from  last dose of  treatment  that  resulted  in  death  occurred
in nine patients  treated with  Genasense® plus  chemotherapy  compared  with  five
patients  treated  with  chemotherapy  alone.  The  percentage  of  patients  who
experienced  serious  adverse  events  was  increased  in  the  Genasense® arm;
however,  the  percentages  of patients  who  discontinued  treatment  due to adverse
events  were equal in  the  treatment  arms.  In  May  2005,  we  announced  that
additional  follow-up  had shown  that the  duration  of major  responses  (CR/nPR)  was
significantly  superior for patients  in the Genasense® treatment
group.

On
June  30,  2005,  the  Company  announced  that it had  initiated  submission  of  an
NDA  with  the  FDA  seeking  marketing  approval of Genasense®.
The NDA seeks  accelerated  approval  for  the  use  of  Genasense® in
combination  with  fludarabine  plus  cyclophosphamide  for  the  treatment  of  patients
with chronic  lymphocytic  leukemia  (CLL) who have  previously  received
fludarabine.  Genasense® has  received  Fast Track
designation  by the FDA in CLL,  meaning  that the  indication  represents an unmet
medical need.  Upon  agreement  with the FDA,  Fast Track  designation  enables the
Company to  submit the NDA on a "rolling"  basis as specific  sections are
completed.  Genta has  submitted  the initial  section and the  Company  anticipates
that  the NDA will be  completed  by the  end of  the  fourth  quarter  of  2005.
Genasense® has  also  received  designation  as  an
Orphan  Drug  in  CLL,  which  provides  for  a  period  of  marketing  exclusivity  if
the  product is approved,  certain tax benefits and exemption  from  certain  fees at the
time of NDA  submission.  If  accelerated  approval  is  granted,  it  would  require  us
to  conduct  a  confirmatory  study and we plan to discuss  the design of that  study
with the FDA.  Although Fast Track  designation,  orphan  drug  designation  and
accelerated  approval  provisions  are  beneficial,  there  can be no  assurance  that
the NDA will be  reviewed faster by the FDA or that the NDA will be approved.

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

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

17

---



In
April 2002,  we entered into a series of agreements  with Aventis  regarding  the
development  and  commercialization  of  Genasense®.  On November 8, 2004,  the
Company received from Aventis notice of termination of the agreements  between Genta  and
Aventis.  Pursuant  to those  agreements,  Aventis  continued  to  support  the
development of Genasense® for a six-month termination period.

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

Results of
Operations for the Three Months Ended June 30, 2005 and 2004

|                                                                                   |  |  | Summary Operating Results 
      For the three months ended June 30, |       
|---------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------- | ------
|                                                                                   |  |  |                                                                      |       
|($
      in thousands)                                                             |  |  |                                                                      |       
|                                                                                   |  |  |                                                                      |       
|                                                                                   |  |  | 2005                                                                 |       
|                                                                                   |  |  |                                                                      |       
|Revenues:                                                                          |  |  |                                                                      |       
|License
      fees and royalties                                                   |  |  | $                                                                    | 1,556 
|Development
      funding                                                          |  |  |                                                                      | 6,234 
|Product
      sales - net                                                          |  |  |                                                                      | 97    
|                                                                                   |  |  |                                                                      |       
|Total
      revenues                                                               |  |  |                                                                      | 7,887 
|                                                                                   |  |  |                                                                      |       
|Cost
      of goods sold                                                           |  |  |                                                                      | 18    
|Provision
      for excess inventory                                               |  |  |                                                                      | (21   
|                                                                                   |  |  |                                                                      |       
|Total
      cost of goods sold                                                     |  |  |                                                                      | (3    
|                                                                                   |  |  |                                                                      |       
|Gross
      margin                                                                 |  |  |                                                                      | 7,890 
|                                                                                   |  | 
|Costs
      and expenses:                                                          |  | 
|Research
      and development (including non-cash compensation expense of $52 for |  | 
|the
      three months ended
      June 30, 2004)                                  |  |  |                                                                      | 5,551 
|Selling,
      general and administrative (including non-cash compensation         |  | 
|expense
      of $11 and $22 for the three months ended June 30, 2005 and June 30, |  | 
|2004,
      respectively)                                                          |  |  |                                                                      | 4,635 
|                                                                                   |  |  |                                                                      |       
|Total
      costs and expenses - gross                                             |  |  |                                                                      | 10,186
|Less:
      Aventis reimbursement                                                  |  |  |                                                                      | (2,838
|                                                                                   |  |  |                                                                      |       
|Total
      costs and expenses - net                                               |  |  |                                                                      | 7,348 
|                                                                                   |  |  |                                                                      |       
|Gain
      on forgiveness of debt                                                  |  |  |                                                                      | 1,297 
|Other
      income                                                                 |  |  |                                                                      | 80    
|                                                                                   |  |  |                                                                      |       
|Net income/(loss)                                                                  |  |  | $                                                                    | 1,919 
|                                                                                   |  |  |                                                                      |       

Total Revenues

Total
revenues,  consisting of license fees and royalties,  development funding  and net
product  sales were $7.9  million for the three  months  ended June 30, 2005  compared to
$1.6 million for the three months ended June 30, 2004.  License fees and  development
funding  revenues are generated by the recognition of the initial $10.0  million
licensing fee and $40.0 million  development  funding received from Aventis  in 2002
under the  Collaborative  Agreement,  along with  non-exclusive  sub-license  agreements
involving antisense technology.

18

---



On
November  8,  2004,  Aventis  gave  six-months  notice to Genta that it was  terminating
its  Collaborative  Agreement with the Company regarding the development  and
commercialization  of Genasense®.  The Company had previously  determined that,  due
to the nature of the  ongoing  development  work  related  to the  Collaborative
Agreement,  the end of the  development  phase and the fair-value of the undelivered
elements were not determinable.  Accordingly, we deferred recognition of the initial
licensing fee and up-front  development funding received from Aventis and recognized
these payments on a straight-line  basis over the original  estimated useful life of  the
related  first-to-expire  patent of 115  months.  As a result of the  notice of
termination  of the  Collaborative  Agreement,  we  determined  that  the  remaining
deferred  revenue should be recognized over the termination  period.  On November 9,
2004,  we began to recognize  the  remaining  deferred  revenue  over the  six-month
period,  resulting in  increased  revenue of $6.5 million for the three months ended
June 30, 2005 compared to the three months ended June 30, 2004.

Product
sales-net  are  generated  from  sales  of  Ganite®,  the  Companys  commercial
product for the treatment of cancer-related  hypercalcemia.  In May 2004,  the Company
eliminated  its sales  force and  significantly  reduced its  marketing  support for
Ganite®.  Sales of Ganite® during the three months ended June 30, 2005  were
significantly below the prior-year period.

Cost of Goods
Sold

In
2004,  we  recorded  provisions  for  excess  inventory  of Ganite® of $1.4  million
based on the significant  decline of sales of the product.  During the three  months
ended June 30,  2005,  sales of Ganite® have  slightly  increased  above both  sales
during  the first  three  months  of 2005 and  previously  forecasted  sales.
Accordingly,  we have  lowered the reserve  for excess  inventory  of Ganite® by $21
thousand.

Research and
Development Expenses

Research
and development  expenses before  reimbursement  were $5.6 million for  the three months
ended June 30, 2005  compared to $28.9 million for the three months  ended June 30, 2004.
During the three  months  ended June 30,  2005,  approximately  $5.3 million or 96% of
research and development  expenses before  reimbursement were  incurred  on  the
Genasense® project.  In  the  prior-year  period,  research  and  development
expenses  before  reimbursement  incurred on the Genasense® project of  approximately
$27.4  million  included  the  expensing  of $7.0  million  of vialed  Genasense® product,
which had been  produced to be  commercial  inventory,  as the  vials were to be used in
clinical  trials.  Also,  $11.7 million of Genasense® bulk  drug  substance  was
expensed.  Research  and  development  expenses  in 2005  also  declined from the
prior-year  period due to our decision in May 2004 to reduce staff  and reduce most
non-Genasense® related  programs.  Of the $5.6 million in research  and development
expenses for the three months ended June 30, 2005, $2.8 million was  reimbursable
pursuant to our Collaborative  Agreement with Aventis. With the Aventis  notice of
termination,  payments of $2.8 million otherwise due to Genta were applied  against the
balance of the Line of Credit (see Note 6 to our Financial Statements).

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

Selling,
General and Administrative Expenses

Selling,
general and administrative  expenses were $4.6 million for the three  months  ended June
30, 2005  compared to $10.3  million for the three  months  ended  June 30, 2004.
Expenses in 2005 reflect the impact of the May 2004  elimination  of  the  sales  force,
reduction  of other  administrative  positions  and  substantial  reduction  of
marketing  support  for  Ganite®.  Expenses  in  2004  were  at  a  substantially
higher  rate of spending in  anticipation  of approval  and launch of  Genasense®.
In  addition,  in the 2004  period,  we recorded  $1.0 million of legal  expenses
related to certain  class action  lawsuits  (see Note 10 to our  Financial  Statements).

19

---



Aventis
Reimbursement

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

|($
      in thousands)           |  |  | Three months ended
      June 30, |      
|-------------------------------- |  |  | --------------------------------- | -----
|                                 |  |  | 2005                              |      
|Reimbursement
      to Genta     |  |  |                                   |      
|Third-party
      costs          |  |  | $                                 | 1,559
|Drug
      supply costs          |  |  |                                   | 899  
|FTEs                            |  |  |                                   | 425  
|                                 |  |  |                                   |      
|Amount
      due to Genta        |  |  |                                   | 2,883
|                                 |  |  |                                   |      
|Reimbursement
      to Aventis   |  |  |                                   | (45  
|                                 |  |  |                                   |      
|Net reimbursement
      to Genta |  |  | $                                 | 2,838
|                                 |  |  |                                   |      

Net
expense  reimbursement  from  Aventis of $2.8  million for the three months  ended June
30, 2005  declined  from $8.5  million for the  prior-year  period due to  lower expenses
incurred on the Genasense® project and the  Collaborative  Agreement  coming to an
end in May 10, 2005.

Once
Aventis  provided  notice of termination of the  Collaborative  Agreement,  all payments
otherwise  due from  Aventis  were applied  against the balance on the  Line of Credit
until the Line of Credit was repaid.  During the three  months ended  June 30,  2005,
$2.8  million  of  reimbursement  due to Genta was  applied  to the  balance of the Line
of Credit.

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

Gain on
Forgiveness of Debt

On
May 10, 2005,  the Company  announced  that Aventis and Genta had finalized  the
termination  of the  Collaborative  Agreement.  Pursuant  to the  terms  of the
Collaborative Agreement,  $2.8 million of reimbursable costs accrued and owed to the
Company by Aventis  were  applied  against the Line of Credit  with  Aventis and the
remaining balance of $1.3 million was forgiven.

Net
Income/(Loss)

The
Company  recorded net income of $1.9 million,  or $0.02 per share, for the  three months
ended June 30, 2005,  compared to a net loss of $29.2 million, or $0.37  per share,  for
the three months ended June 30, 2004. The increase in net income and  net income per
share was due to  accelerated  recognition  of the initial  licensing  fee and  up-front
development  funding  previously  received  from  Aventis,  lower  research  and
development  expenses,  lower  selling,  general  and  administrative  expenses, along
with a gain on the forgiveness of debt.

20

---



Results of
Operations for the Six Months Ended June 30, 2005 and 2004

|                                                                           |  |  | Summary Operating Results 
      For the six months ended June 30, |       
|-------------------------------------------------------------------------- |  |  | ------------------------------------------------------------------ | ------
|                                                                           |  |  |                                                                    |       
|($
      in thousands)                                                     |  |  |                                                                    |       
|                                                                           |  |  |                                                                    |       
|                                                                           |  |  | 2005                                                               |       
|                                                                           |  |  |                                                                    |       
|Revenues:                                                                  |  |  |                                                                    |       
|License
      fees and royalties                                           |  |  | $                                                                  | 5,241 
|Development
      funding                                                  |  |  |                                                                    | 20,988
|Product
      sales - net                                                  |  |  |                                                                    | 172   
|                                                                           |  |  |                                                                    |       
|Total
      revenues                                                       |  |  |                                                                    | 26,401
|                                                                           |  |  |                                                                    |       
|Cost
      of goods sold                                                   |  |  |                                                                    | 33    
|Provision
      for excess inventory                                       |  |  |                                                                    | (21   
|                                                                           |  |  |                                                                    |       
|Total
      cost of goods sold                                             |  |  |                                                                    | 12    
|                                                                           |  |  |                                                                    |       
|Gross
      margin                                                         |  |  |                                                                    | 26,389
|                                                                           |  | 
|Costs
      and expenses:                                                  |  | 
|Research
      and development (including non-cash compensation expense    |  | 
|of
      $104 for the six months ended June 30, 2004)                      |  |  |                                                                    | 9,421 
|Selling,
      general and administrative (including non-cash compensation |  | 
|expense
      of $22 and $39 for the six months ended June 30, 2005 and    |  | 
|June
      30, 2004, respectively)                                         |  |  |                                                                    | 8,621 
|                                                                           |  |  |                                                                    |       
|Total
      costs and expenses - gross                                     |  |  |                                                                    | 18,042
|Less:
      Aventis reimbursement                                          |  |  |                                                                    | (6,090
|                                                                           |  |  |                                                                    |       
|Total
      costs and expenses - net                                       |  |  |                                                                    | 11,952
|                                                                           |  |  |                                                                    |       
|Gain
      on forgiveness of debt                                          |  |  |                                                                    | 1,297 
|Other
      income                                                         |  |  |                                                                    | 210   
|                                                                           |  |  |                                                                    |       
|Net income/(loss)                                                          |  |  | $                                                                  | 15,944
|                                                                           |  |  |                                                                    |       

Total Revenues

Total
revenues,  consisting of license fees and royalties,  development funding  and net
product  sales were $26.4  million  for the six months  ended June 30, 2005  compared to
$3.2  million in for the six months  ended June 30,  2004.  License fees  and
development  funding  revenues are generated by the  recognition of the initial  $10.0
million  licensing fee and $40.0 million  development  funding  received from  Aventis
in  2002  under  the  Collaborative  Agreement,  along  with  non-exclusive  sub-license
agreements involving antisense technology.

On
November 8, 2004,  Aventis gave notice to Genta that it was  terminating its
Collaborative  Agreement  with  the  Company  regarding  the  development  and
commercialization  of  Genasense®.  On November 9,
2004,  we began to recognize  the  remaining deferred revenue over the six-month
termination notice period,  resulting  in  increased  revenue  of $23.6  million  for the
six months  ended  June 30,  2005  compared to the six months ended June 30, 2004.

Product
sales-net  are  generated  from  sales  of  Ganite®,
the  Companys  commercial product for the treatment of cancer-related
hypercalcemia.  In May 2004,  the Company  eliminated  its sales  force and
significantly  reduced its  marketing  support for Ganite®.
Sales of Ganite® during the six months ended June
30, 2005 are  significantly below the prior-year period.

21

---



Research and
Development Expenses

Research
and development  expenses before  reimbursement  were $9.4 million for  the six months
ended June 30,  2005  compared  to $41.3  million for the six months  ended June 30,
2004. During the six months ended June 30, 2005,  approximately  $9.0  million or 96% of
research  and  development  expenses  before  reimbursement  were  incurred  on  the
Genasense® project.  In  the  prior-year  period,
research  and  development  expenses  before  reimbursement  incurred on the Genasense® project
of  approximately  $38.2 million included the expensing of approximately $7.0 million of
vialed  Genasense® product and $11.7  million of
Genasense® bulk drug  substance.  Research and
development  expenses in 2005 also decreased due to our decision in May  2004 to reduce
staff and reduce most  non-Genasense® related
programs.  Of the $9.4  million in  research  and  development  expenses  for the six
months  ended June 30,  2005, $6.1 million was  reimbursable  pursuant to our
Collaborative  Agreement with  Aventis. With the Aventis notice of termination,  payments
of $6.0 million otherwise  due to Genta were  applied  against the balance of the Line of
Credit (see Note 6 to  our Financial Statements).

Selling,
General and Administrative Expenses

Selling,
general and  administrative  expenses  were $8.6 million for the six  months ended June
30, 2005  compared to $19.5  million for the six months ended June  30,  2004.  Expenses
in 2005 reflect the impact of the May 2004  elimination  of the  sales force,  reduction
of other administrative  positions and substantial reduction  of marketing  support for
Ganite®.  Expenses in 2004 were at a substantially
higher  rate of spending in anticipation of approval and launch of Genasense®.
In addition,  in the 2004 period,  we recorded $1.0 million of legal  expenses  related
to certain  class action lawsuits (see Note 10 to our Financial Statements).

Aventis
Reimbursement

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

|($
      in thousands)           |  |  | Six
      months ended June 30, |      
|-------------------------------- |  |  | ------------------------------- | -----
|                                 |  |  | 2005                            |      
|Reimbursement
      to Genta     |  |  |                                 |      
|Third-party
      costs          |  |  | $                               | 2,917
|Drug
      supply costs          |  |  |                                 | 1,807
|FTEs                            |  |  |                                 | 1,513
|                                 |  |  |                                 |      
|Amount
      due to Genta        |  |  |                                 | 6,237
|                                 |  |  |                                 |      
|Reimbursement
      to Aventis   |  |  |                                 | (147 
|                                 |  |  |                                 |      
|Net reimbursement
      to Genta |  |  | $                               | 6,090
|                                 |  |  |                                 |      

Net
expense  reimbursement  from  Aventis of $6.1  million  for the six months  ended June
30, 2005  declined  from $16.0  million for the six months ended June 30,  2004 due to
lower expenses incurred on the Genasense® project
and the Collaborative  Agreement coming to an end in May 2005.

Once
Aventis  provided  notice of termination of the  Collaborative  Agreement,  all payments
otherwise  due from  Aventis  were applied  against the balance on the  Line of Credit
until the Line of Credit was  repaid.  During  the six months  ended  June 30,  2005,
$6.0  million  of  reimbursement  due to Genta was  applied  to the  balance of the Line
of Credit.

22

---



Other Income

Net
other  income for the six months  ended June 30,  2005  increased  by $0.2  million from
the  comparable  period in 2004 as lower  interest  expense,  resulting  from lower
borrowings from Aventis was partially  offset by lower interest  income,  resulting from
lower investment balances.

Net
Income/(Loss)

The
Company recorded net income of $15.9 million,  or $0.17 per share, for the  six months
ended June 30, 2005,  compared to a net loss of $41.7  million,  or $0.53  per share,
for the six months ended June 30,  2004.  The increase in net income and  net income per
share was due to  accelerated  recognition  of the initial  licensing  fee and  up-front
development  funding  previously  received  from  Aventis,  lower  research  and
development  expenses,  lower  selling,  general  and  administrative  expenses, along
with a gain on the forgiveness of debt.

Liquidity and
Capital Resources

At
June 30,  2005,  the  Company  had cash,  cash  equivalents  and  marketable  securities
totaling  $20.2 million  compared to $42.2 million at December 31, 2004.  Cash flow used
in operating  activities  was $21.6  million for the six months ended  June 30, 2005
compared to $31.4  million  for the six months  ended June 30,  2004.  This decline
reflects our smaller  organization and focus on Genasense®.
Management  continues to anticipate  that total average monthly cash outflow will be in
the $3.0  million to $4.0 million range.

At
June 30, 2005,  Genta had no outstanding  balance on the Line of Credit with  Aventis
(compared to $7.3 million as of December 31, 2004). With the Aventis notice  of
termination,  Genta could not borrow  additional funds and the Line of Credit had  to be
repaid at the end of the  termination  period.  All payments  otherwise due to  Genta
were  applied  against  the  balance  on the Line of Credit  until the Line of  Credit
was repaid.  On May 10, 2005,  the Company  announced  that Genta and Aventis  had
finalized  a  termination  agreement,  providing  for  no  future  financial  obligations
by either  party and the  remaining  balance  on the Line of Credit was  forgiven.
During  the  six-month  period  ended  June 30,  2005,  $6.0  million  of  reimbursement
due from Aventis was applied to the balance of the Line of Credit and  the remaining
balance of $1.3 million was recorded as Gain on forgiveness of debt.

On
August 8, 2005, the Company  announced  that it had entered into a definitive  agreement
with institutional  investors to sell approximately 19.1 million shares of  its common
stock for gross proceeds of approximately $17.5 million,  before fees and  expenses.  The
closing is expected to take place on August 11, 2005,  subject to the  satisfaction of
customary closing  conditions.  After deducting  placement fees, the  Company  expects to
receive net proceeds of  approximately  $16.5  million,  (before  expenses).  With the
completion of this  financing,  although no assurances  can be  expressed,  management
believes  that at the current rate of spending,  the Company  should have  sufficient
cash funds to maintain  its  present  operations  well into  2006.  There are a number of
alternatives  available  to the Company to sustain its  operations beyond 2006 should
there be a delay in approval of Genasense®.

Our
principal  expenditures relate to our research and development  activities,  primarily
focused on  Genasense®,  which  include our  ongoing
and future  clinical  trials.  We  expect  these  expenditures  to  continue.  The
Company  may  seek  collaborative  agreements and other financing  arrangements with
potential corporate  partners  and  other  sources.  However,  there  can be no
assurance  that any such  collaborative  agreements or other sources of funding will be
available on favorable  terms, if at all. The Company will need  substantial  additional
funds before it can  expect to realize significant product revenue.

23

---



If
we obtain  NDA  approval  of  Genasense® for one or
more  applications,  we  anticipate seeking additional product  development
opportunities  through potential  acquisitions  or  investments.  Such  acquisitions  or
investments  may consume cash  reserves or require  additional  cash or equity.  Our
working capital and additional  funding requirements will depend upon numerous factors,
including: (i) the progress  of  our  research  and  development  programs;  (ii)  the
timing  and  results  of  pre-clinical  testing and  clinical  trials;  (iii) the level
of  resources  that we  devote to sales and marketing  capabilities;  (iv) technological
advances;  (v) the  activities of competitors;  (vi) our ability to establish and
maintain collaborative  arrangements  with others to fund  certain  research  and
development  efforts,  to  conduct clinical trials, to obtain  regulatory  approvals and,
if such approvals are  obtained,  to manufacture  and market products and (vii) legal
costs and the outcome  of outstanding legal proceedings.

Recent
Accounting Pronouncements

In
May 2005, the Financial Accounting Standards Board (FASB) issued
Statement (SFAS) No. 154, Accounting Changes and Error Corrections,
effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. SFAS 154 requires voluntary changes in accounting
principle be retrospectively applied to financial statements from previous periods
unless such application is impracticable. Under the newly issued standard
changes in depreciation, amortization, or depletion for long-lived, non-financial
assets should be accounted for as a change in accounting estimate that is effected
by a change in accounting principle, We believe that the adoption of this standard
will not have a material impact on the Companys results of operations,
financial position or cash flow.

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

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

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

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Our
carrying values of cash, marketable securities,  accounts payable, accrued  expenses  and
debt  are  a  reasonable  approximation  of  their  fair  value.  The  estimated  fair
values of financial  instruments  have been  determined  by us using  available market
information and appropriate valuation  methodologies (see Note 2 to  our  Financial
Statements).  We have not  entered  into and do not  expect to enter  into,  financial
instruments for trading or hedging  purposes.  We do not currently  anticipate entering
into interest rate swaps and/or similar instruments.

Gentas
primary market risk exposure with regard to financial  instruments is  to changes in
interest  rates,  which would impact  interest  income  earned on such  instruments.  We
have no material  currency  exchange or interest rate risk exposure  as of June 30, 2005.

24

---



Item 4.Controls and Procedures

Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

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

Changes in
Internal Control Over Financial Reporting

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

25

---



PART II OTHER
INFORMATION

Item 1. Legal
Proceedings

In
2004,  numerous  complaints  were filed in the United States  District Court  for the
District of New Jersey  against Genta and certain of our principal  officers  on behalf
of purported  classes of our  shareholders  who purchased  our  securities  during
several class periods.  The complaints have been  consolidated  into a single  action and
allege  that we and  certain  of our  principal  officers  violated  the  federal
securities  laws by  issuing  materially  false and  misleading  statements  regarding
Genasense® for the treatment of malignant melanoma
that had the effect of  artificially  inflating the market price of our securities.  The
shareholder  class  action  complaint in the various  actions seeks  monetary  damages in
an unspecified  amount and recovery of  plaintiffs costs and attorneys fees.
In addition,  three  shareholder  derivative  actions have been filed  against the
directors and certain  officers  of  Genta  in  New  Jersey  State  and  Federal  courts.
Based  on  facts  substantially  similar to those  asserted  in the  shareholder  class
actions,  the  derivative  plaintiffs claim that defendants have breached their fiduciary
duties to  the  shareholders and other violations of New Jersey law. The Company believes
these  litigations are without merit and will vigorously defend against these suits.

Management
does not believe that this  litigation will have a material  adverse  impact on the
Companys financial results or liquidity.

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

| | (a)
The Company held its Annual Meeting of Stockholders (the "Annual  Meeting") on
June 23, 2005.
| | -------------------------------------------------------------------------------------------------

| | (b)
Proxies for the meeting were  solicited  pursuant to Regulation 14A of the  Exchange
Act.  There  was no  solicitation  in  opposition  to the  Board  of  Directors'
nominees for directors listed in the definitive proxy statement of  the  Company  dated
as of  April  30,  2005.  All of the  Board of  Directors'  nominees were elected.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)
Briefly described below is each matter voted upon at the Annual Meeting.
| | ----------------------------------------------------------------------------

| | (i)
Election of eight  directors.  Total  combined  voting power of the  shares  of  Common
Stock  voted  and  withheld  for  the  election of each director was as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Directors                          |  |  |  | Votes
      For |  |  | Withheld  | 
|---------------------------------- |  |  |  | --------------- |  |  | --------- | 
|                                   |  |  |  |                 |  |  |           | 
|Raymond
      P. Warrell, Jr., M.D |  |  |  | 80,960,490      |  |  | 2,762,275 | 
|Jerome
      E. Groopman, M.D      |  |  |  | 81,022,429      |  |  | 2,700,336 | 
|Betsy
      McCaughey, Ph.D        |  |  |  | 81,059,563      |  |  | 2,663,202 | 
|Peter
      T. Tattle              |  |  |  | 81,059,091      |  |  | 2,663,674 | 
|Daniel
      D. Von Hoff, M.D      |  |  |  | 80,976,757      |  |  | 2,746,008 | 
|Harlan
      J. Wakoff             |  |  |  | 80,987,658      |  |  | 2,735,107 | 
|Douglas
      G. Watson            |  |  |  | 80,859,724      |  |  | 2,863,041 | 
|Michael
      S. Weiss             |  |  |  | 80,775,392      |  |  | 2,947,373 | 

| | (ii)
Approval of an amendment to the Companys  Non-Employee  Directors  1998 Stock
Option Plan with respect to the number of options  authorized  for issuance under the
plan. The result of the voting was as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|For:     |  | 14,381,183 votes
|-------- |  | ----------------
|Against: |  | 4,883,269 votes 
|Abstain: |  | 6,917,492 votes 

26

---



| | (iii)
Ratification  of the  selection  of  Deloitte & Touche LLP as the  Company's  independent
auditors for the fiscal year ending December 31,  2005. The result of the voting was as
follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|For:     |  | 76,429,783 votes
|-------- |  | ----------------
|Against: |  | 388,140 votes   
|Abstain: |  | 6,904,842 votes 

Item 6.Exhibits.

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

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

|3.1.a |  | Restated
Certificate of Incorporation  of the Company  (incorporated by reference to Exhibit
3(i).1 to the Companys Annual Report on  Form 10-K for the year ended December 31,
1995, Commission File No. 0-19635)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.b |  | Certificate
of Designations of Series D Convertible  Preferred Stock of the Company  (incorporated by
reference to Exhibit 3(i) to the  Companys Current Report on Form 8-K filed on
February 28, 1997, Commission File No. 0-19635)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.c |  | Certificate
of Amendment of Restated  Certificate of Incorporation of the Company  (incorporated by
reference to Exhibit 3(i).3 to the  Companys Annual Report on Form 10-K for the
year ended December 31, 1999, Commission File No. 0-19635)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.d |  | Amended
Certificate of Designations  of Series D Convertible  Preferred  Stock of the Company
(incorporated  by reference to Exhibit  3(i).4 to the Companys Annual Report on
Form 10-K for the year ended December 31, 1999, Commission File No. 0-19635)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.e |  | Certificate
of Increase of Series D Convertible  Preferred  Stock of the Company  (incorporated  by
reference to Exhibit 3(i).5 to the  Companys Annual Report on Form 10-K for the
year ended December 31, 1999, Commission File No. 0-19635)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.f |  | Certificate
of Amendment of Restated  Certificate of Incorporation of the Company  (incorporated by
reference to Exhibit 3(i).4 to the  Companys Annual Report on Form 10-K for the
year ended December 31, 1998, Commission File No. 0-19635)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.g |  | Certificate
of Amendment of Restated  Certificate of Incorporation of the Company  (incorporated by
reference to Exhibit 3(i).3 to the  Companys Annual Report on Form 10-K for the
year ended December 31, 1998, Commission File No. 0-19635)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.h |  | Certificate
of Amendment of Restated  Certificate of Incorporation of the Company  (incorporated by
reference to Exhibit 3(i).8 to the  Companys Annual Report on Form 10-K for the
year ended December 31, 1999, Commission File No. 0-19635)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.i |  | Certificate
of Amendment of Restated  Certificate of Incorporation  of the Company  (incorporated by
reference to Exhibit 3.1.i to the  Companys Registration Statement on Form S-1,
Commission File No. 333-110238)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1.j |  | Certificate
of Amendment of Restated  Certificate of Incorporation  of the Company  (incorporated by
reference to Exhibit 3.1.j to the  Companys Registration Statement on Form S-1,
Commission File No. 333-110238)
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|31.1 |  | Certification
by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- |  | --------------------------------------------------------------------------------------------------

|31.2 |  | Certification
by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- |  | --------------------------------------------------------------------------------------------------

|32.1 |  | Certification
by Chief Executive Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley  Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 |  | Certification
by Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley  Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

27

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SIGNATURES

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

|      |                | Genta
                                                                                   Incorporated                                                                                                                                                                                                                                                                                                                                                                  
|----- | -------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Date: | August 9, 2005 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                | /s/ RAYMOND
                                                              P.
                                                              WARRELL,
                                                              R., M.D.                                                                                                                                                                                                                                             
|      |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                | Raymond
                                                                        P.
                                                                        Warrell,
                                                                        Jr.,
                                                                        M.D.                                                                                                                                          
|      |                | Chairman
                                                                        and
                                                                        Chief
                                                                        Executive
                                                                        Officer                                                                                                                                   
|      |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Date: | August 9, 2005 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                | /s/ WILLIAM
                                                              P. KEANE                                                                                                                                                                                                                                                                                                                                                                                     
|      |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                | William P. Keane                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                | Senior
                                                                        Vice
                                                                        President,
                                                                        Chief
                                                                        Financial
                                                                        
      Officer
      and
      Corporate
      Secretary

28

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|Exhibit
      Index
 Exhibit Number |  | Description of Document | Sequentially
      Numbered Pages
|----------------------------------- |  | ----------------------- | ---------------------------------

|3.1.a |  | Restated
Certificate of  Incorporation  of the Company  (incorporated by reference to Exhibit
3(i).1 to  the Companys  Annual Report on Form 10-K for the year ended December 31,
1995,  Commission File No.  0-19635) | 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.b |  | Certificate
of Designations  of Series D Convertible  Preferred  Stock of the Company  (incorporated
by  reference to Exhibit 3(i) to the  Companys  Current  Report on Form 8-K filed
on February 28, 1997,  Commission File No. 0-19635) | 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.c |  | Certificate
of Amendment of Restated  Certificate  of  Incorporation  of the Company  (incorporated
by  reference to Exhibit 3(i).3 to the Companys  Annual Report on Form 10-K for the
year ended December  31, 1999, Commission File No. 0-19635) | 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.d |  | Amended
Certificate  of  Designations  of  Series  D  Convertible  Preferred  Stock  of  the
Company  (incorporated  by reference to Exhibit  3(i).4 to the  Companys  Annual
Report on Form 10-K for the  year ended December 31, 1999, Commission File No. 0-19635) | 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.e |  | Certificate
of  Increase  of Series D  Convertible  Preferred  Stock of the  Company  (incorporated
by  reference to Exhibit 3(i).5 to the Companys  Annual Report on Form 10-K for the
year ended December  31, 1999, Commission File No. 0-19635) | 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.f |  | Certificate
of Amendment of Restated  Certificate  of  Incorporation  of the Company  (incorporated
by  reference to Exhibit 3(i).4 to the Companys  Annual Report on Form 10-K for the
year ended December  31, 1998, Commission File No. 0-19635) | 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.g |  | Certificate
of Amendment of Restated  Certificate  of  Incorporation  of the Company  (incorporated
by  reference to Exhibit 3(i).3 to the Companys  Annual Report on Form 10-K for the
year ended December  31, 1998, Commission File No. 0-19635) | 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.h |  | Certificate
of Amendment of Restated  Certificate  of  Incorporation  of the Company  (incorporated
by  reference to Exhibit 3(i).8 to the Companys  Annual Report on Form 10-K for the
year ended December  31, 1999, Commission File No. 0-19635) | 
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.i |  | Certificate
of Amendment of Restated  Certificate  of  Incorporation  of the Company  (incorporated
by  reference to Exhibit 3.1.i to the Companys  Registration Statement on Form S-1,
Commission File No.  333-110238) | 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

|3.1.j |  | Certificate
of Amendment of Restated  Certificate  of  Incorporation  of the Company  (incorporated
by  reference to Exhibit 3.1.j to the Companys  Registration Statement on Form S-1,
Commission File No.  333-110238) | 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

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

|31.1 |  | Certification
by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 
|---- |  | -------------------------------------------------------------------------------------------------- | 

|31.2 |  | Certification
by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | 
|---- |  | -------------------------------------------------------------------------------------------------- | 

|32.1 |  | Certification
by Chief Executive  Officer  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of  the Sarbanes-Oxley Act of 2002 | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ | 

|32.2 |  | Certification
by Chief Financial  Officer  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of  the Sarbanes-Oxley Act of 2002 | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ | 

29

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