================================================================================

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

                                   FORM 10-K/A
                                (Amendment No. 1)

                       FOR ANNUAL AND TRANSITIONAL REPORTS
                       PURSUANT TO SECTIONS 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                For the Fiscal Year Ended December 31, 2002

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

                         Commission File Number 0-19635

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

                Delaware                                  33-0326866
    (State or other jurisdiction of         (IRS Employer Identification Number)
     incorporation or organization)

           Two Connell Drive
      Berkeley Heights, New Jersey                           07922
(Address of principal executive offices)                   (Zip Code)

                                 (908) 286-9800
              (Registrant's telephone number, including area code)
        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.001 par value
                                (Title of Class)

      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 |_| No |X|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

      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 |X| No |_|

      The approximate aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant was $385,800,211 as of June 28,
2002 (the last business day of the registrant's most recently completed second
fiscal quarter). For purposes of determining this number, 28,856,050 shares of
common stock held by affiliates are excluded. For purposes of making this
calculation, the registrant has defined affiliates as including all directors,
executive officers and beneficial owners of more than ten percent of the common
stock of the Company.

      As of July 18, 2003, the registrant had 74,509,224 shares of Common Stock
outstanding.

                       Documents Incorporated by Reference

None.

<PAGE>

                                Introductory Note

      This Form 10-K/A is being filed by Genta Incorporated ("Genta" or the
"Company") to amend the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 (the "2002 Form 10-K") for the purpose of providing the
disclosure required by Items 10, 11, 12 and 13. In addition, this Form 10-K/A
also amends Item 15 of the Company's 2002 Form 10-K in order to provide an
additional exhibit.

                                    Part III

Item 10. Directors and Executive officers of the Registrant.

<TABLE>
<CAPTION>
Name                                         Age       Position
----                                         ---       --------
<S>                                           <C>      <C>
Raymond P. Warrell, Jr., M.D.                 53       Chairman of the Board of Directors and Chief Executive Officer
William P. Keane                              48       Vice President, Chief Financial Officer and Corporate Secretary
Loretta M. Itri, M.D.                         53       President, Pharmaceutical Development, and Chief Medical Officer
Bruce A. Williams                             48       Senior Vice President, Sales and Marketing
Robert E. Klem, Ph.D. (1)                     58       Vice President and Chief Technical Officer
Jerome E. Groopman, M.D. (2)                  51       Director
Betsy McCaughey, Ph.D. (2)                    54       Director
Daniel D. VonHoff, M.D. (3)                   55       Director
Harlan J. Wakoff (3) (4)                      36       Director
Douglas G. Watson (3) (4)                     58       Director
Michael S. Weiss (2) (3)                      37       Director
Patrick J. Zenner (3) (4)                     56       Director
</TABLE>

(1)   Retired as of January 1, 2003.
(2)   Member of the Nominating and Corporate Governance Committee of the Board
      of Directors.
(3)   Member of the Compensation Committee of the Board of Directors.
(4)   Member of the Audit Committee of the Board of Directors.

      Raymond P. Warrell, Jr., M.D., 53, has been Chief Executive Officer and a
member of the Board of Directors of the Company since December 1999 and Chairman
since January 2001. From December 1999 to May 2003, he was also President of the
Company. From 1980 to 1999, Dr. Warrell was associated with the Memorial
Sloan-Kettering Cancer Center in New York, where he held tenured positions as
Member, Attending Physician, and Associate Physician-in-Chief, and with the Joan
and Sanford Weill Medical College of Cornell University, where he was Professor
of Medicine. Dr. Warrell also has more than 20 years of development and
consulting experience in pharmaceuticals and biotechnology products. He was a
co-founder and chairman of the scientific advisory board of PolaRx
Biopharmaceuticals, Inc., manufacturers of Trisenox(R), a drug for the treatment
of acute promyelocytic leukemia, which was acquired by Cell Therapeutics, Inc in
January 2000. Dr. Warrell holds or has filed numerous patents and patent
applications for biomedical therapeutic or diagnostic agents. He has published
more than 100 peer-reviewed papers and more than 240 book chapters and
abstracts, most of which are focused upon drug development in neoplastic
diseases. Dr. Warrell is a member of the American Society of Clinical
Investigation, the American Society of Hematology, the American Association for
Cancer Research, and the American Society of Clinical Oncology. Among many
awards, he has received the U.S. Public Health Service Award for Exceptional
Achievement in Orphan Drug Development from the Food and Drug Administration
("FDA"). Dr. Warrell is married to Dr. Itri.

      Jerome E. Groopman M.D., 51, has been a member of the Company's Board of
Directors since November 2002. Dr. Groopman, who is Professor of Medicine and
Chief of Experimental Medicine at the Beth Israel Deaconess Medical Center in
Boston, also holds the Dina and Raphael Recanati Chair of Medicine at Harvard.
Dr. Groopman has an extensive record of achievement in basic and clinical
research related to cancer, hematology, and HIV infection. He has served on the
Advisory Council to the National Heart, Lung and Blood Institute for
AIDS-related diseases. He was Chairman of the Advisory Committee to the FDA for
Biological Response Modifiers. In 2000, Dr. Groopman was elected to the
Institute of Medicine of the National Academy of Sciences. Dr. Groopman also
serves on many scientific editorial boards and has authored and published more
than 150 scientific articles. Recently, he has written two books related to the
devastating personal impact of disease in people afflicted with AIDS and cancer
entitled, "The Measure of Our Days," and "Second Opinions: Stories of Intuition
and Choice in the Changing World of Medicine." Among other periodicals, he is a
frequent contributor to The New Yorker magazine, where he is staff writer on
medicine and biology.
<PAGE>

      Loretta M. Itri, M.D., F.A.C.P., 53, was appointed President,
Pharmaceutical Development and Chief Medical Officer in May 2003 and was
Executive Vice President, Clinical Development and Chief Medical Officer from
March 2001 to May 2003. Previously, Dr. Itri was Senior Vice President,
Worldwide Clinical Affairs, and Chief Medical Officer at Ortho Biotech Inc., a
Johnson & Johnson company, from November 1990 until January 2000. As the senior
clinical leader at Ortho Biotech and previously at J&J's R.W. Johnson
Pharmaceutical Research Institute (PRI), she led the clinical teams responsible
for NDA approvals for Procrit(R). She had similar leadership responsibilities
for the approvals of Leustatin(TM), Renova(TM), Topamax(TM), Levofloxin(TM), and
Ultram(TM). Prior to joining J&J, Dr. Itri was associated with Hoffmann LaRoche,
Inc. from June 1982 until November 1990, most recently as Assistant Vice
President and Senior Director of Clinical Investigations, where she was
responsible for all phases of clinical programs in Immunology, Infectious
Diseases, Antivirals, AIDS, Hematology, and Oncology. Under her leadership in
the areas of recombinant proteins, cytotoxic drugs and differentiation agents,
she compiled the first successful Product License Application (PLA) for an
interferon product (Roferon-A(TM); interferon alfa). Dr. Itri is married to Dr.
Warrell.

      William P. Keane, 48, has been Vice President and Chief Financial Officer
since October 2002, and was appointed Corporate Secretary in November 2002.
Previously, he was Vice President of Sourcing, Strategy, and Operations
Effectiveness at Bristol Myers Squibb, Inc. From 2000 to 2001, Mr. Keane served
as CFO of Covance Biotechnology Services Inc., and from 1997 to 2000, he was
Vice-President of Finance within the Global Manufacturing group at
Warner-Lambert/Pfizer. From 1985 to 1997, he held positions of increasing
responsibility in Finance and Operations at Ciba-Geigy/Novartis.

      Robert E. Klem, Ph.D., 58, Vice President and Chief Technical Officer at
the time of his retirement on January 1, 2003. Since January 1, 2003, Dr. Klem
has been a consultant to the Company. Dr. Klem joined the Company in February
1991 and was promoted to Vice President in October of that year. He served as a
Company Director from 1991 until 2000. In 1973, Dr. Klem co-founded JBL
Scientific, Inc., where he also served as Chairman. Dr. Klem was previously
Plant Manager for E.I. DuPont in Victoria, Texas from 1970 to 1974.

      Betsy McCaughey, Ph.D., 54, has been a member of the Company's Board of
Directors since June 2001. Dr. McCaughey is a nationally recognized expert on
health care. Dr. McCaughey has had a distinguished academic career as a faculty
member at Columbia University and as John M. Olin Fellow at the Manhattan
Institute. In the mid 1990s, she received broad recognition for her analysis of
the Clinton health care plan. In 1995, she was elected Lieutenant Governor of
New York, and was a candidate for Governor in 1998. As Lieutenant Governor, she
drafted legislation dealing with Medicaid reform, clinical trials access,
hospital financing, and insurance reform. She is currently an Adjunct Senior
Fellow at the Hudson Institute and is a frequent commentator on the future of
the health care industry. Dr. McCaughey has authored numerous articles on health
insurance, medical innovation, government regulation and public policy, which
have appeared in publications such as The Wall Street Journal, New Republic, The
New York Times, and U.S. News and World Report.

      Daniel D. Von Hoff, M.D., F.A.C.P., 55, has been a member of the Company's
Board of Directors since January 2000. He is currently Professor of Medicine,
Molecular and Cellular Biology and Pathology, and Director of the Arizona Cancer
Center at The University of Arizona in Tucson. Dr. Von Hoff is also Chief
Scientific Officer for US Oncology. From 1985 through 1999, he was a professor
at the University of Texas Health Science Center at San Antonio. From 1994
through 1999, he was also an adjunct scientist at the Southwest Foundation for
Biomedical Research. Dr. Von Hoff has published more than 493 papers, 122 book
chapters, and more than 832 abstracts. Dr. Von Hoff is the past President of the
American Association for Cancer Research, a Fellow of the American College of
Physicians, and a member and past board member of the American Society of
Clinical Oncology. He is a founder and board member of ILEX(TM) Oncology, Inc.
(ILXO, Nasdaq). Dr. Von Hoff has also served as a consultant to a number of
biopharmaceutical companies engaged in oncology drug development. He is founder
and the Editor Emeritus of Investigational New Drugs - The Journal of New
Anticancer Agents, Co-Editor of ONE (ONcology Economics), and, Editor of
Molecular Cancer Therapeutics.
<PAGE>

      Harlan J. Wakoff, 36, has been a member of the Company's Board of
Directors since September 1997. Mr. Wakoff is a Managing Director in the Mergers
& Acquisitions Group at J.P. Morgan Securities Inc. From 1996 to 1999 Mr. Wakoff
was a Vice President of the Media and Entertainment Investment Banking Group at
ING Baring Furman Selz LLC. He was previously affiliated with the investment
banking groups at NatWest Markets from January 1995 to June 1996 and Kidder
Peabody & Co. from August 1993 to January 1995.

      Douglas G. Watson, 58, has been a member of the Company's Board of
Directors since April 2002. Prior to taking early retirement in 1999, Mr.
Watson's career spanned 33 years with Geigy/Ciba-Geigy/Novartis, during which
time he held a variety of positions in the U.K., Switzerland and the U.S. From
1986, he was President of Ciba US Pharmaceuticals Division until 1996, when he
was appointed President & CEO of Ciba-Geigy Corporation. During this ten-year
period, Mr. Watson was an active member of the Pharmaceutical Research &
Manufacturers Association ("PhRMA") board in Washington, DC. Mr. Watson became
President & CEO of Novartis Corporation in 1997 when the merger of Ciba-Geigy &
Sandoz was approved by the Federal Trade Commission. Mr. Watson is currently
Chairman of OraSure Technologies Inc. He also serves as a director on the boards
of Engelhard Corporation and Dendreon Corporation, as well as a number of
privately held biotech companies.

      Michael S. Weiss, 37, has been Vice Chairman of the Company's Board of
Directors since May 1997 and was appointed Lead Director in November 2002. Mr.
Weiss is Chairman of Access Oncology, Inc., a cancer-focused oncology
development and marketing company he founded and for which he served as CEO from
1999 to 2002. He was recently appointed Chairman and CEO of Keryx
Biopharmaceuticals, a drug development company focused on therapies for cancer
and diabetes. From 1993 until April 1999, Mr. Weiss was Senior Managing Director
of Paramount Capital, Inc. and the Aries Funds. Previously, Mr. Weiss was an
attorney with Cravath, Swaine & Moore.

      Bruce A. Williams, 48, Senior Vice President, Sales and Marketing since
February 2001. Mr. Williams served most recently as Vice President, Sales and
Marketing, at Celgene Corporation from July 1996 until March 2001, where he
launched Thalomid(R), that company's first pharmaceutical product. He was
previously Executive Director for Marketing at Ortho Biotech, Inc., a Johnson &
Johnson company, where he launched Procrit(R) (epoetin alfa). Formerly, Mr.
Williams held sales, marketing, advertising, and licensing/acquisition positions
at Lederle, now a division of American Home Products, Inc., and at Organon, Inc.

      Patrick J. Zenner, 56, has been a member of the Company's Board of
Directors since December 2001. Mr. Zenner is a 31-year veteran of the
pharmaceutical industry and spent his entire career at Hoffmann-La Roche. During
his first 12 years, he held positions of increasing responsibility in sales,
marketing, health care economics, public policy and governmental affairs. In
1982, he became Vice-President and General Manager of Roche Laboratories, and
subsequently Director and Head of Global Pharma Marketing, Project Development
and Regulation in Basel, Switzerland. In 1988, he became Senior Vice President,
Pharmaceuticals Division and a member of the Board of Directors. From 1993 until
his retirement in 2001, he served as President and CEO of Hoffmann-La Roche,
Inc., North America. Mr. Zenner currently serves on the Boards of Geron, Inc.,
Praecis Pharmaceuticals, Inc., Dendrite International, Inc, ArQule Inc., First
Horizon Pharmaceutical Corp., West Pharmaceutical Services, CuraGen Corp. and
Xoma Ltd. He has also served as a member of the Board and the Executive
Committee of both the PhRMA and the Biotechnology Industry Organization (BIO).

Section 16(a) - Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of the Company's Common Stock.

      To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and representations of the representing persons
that no other reports were required, except as set forth below, during the year
ended December 31, 2002, the Company's officers and directors and owners of more
than 10 percent of the Company's Common Stock complied with their respective
filing requirements under Section 16(a) on a timely basis. Daniel D. Von Hoff,
M.D. filed a Form 4 in October 2002 to report the grant of stock options by the
Company to the director in September 2002. William P. Keane filed a Form 4 in
November 2002 to report the grant of stock options by the Company to the
executive in October 2002.
<PAGE>

Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth certain information regarding compensation paid
to the Company's Chief Executive Officer and the four other most highly paid
executive officers during the year ended December 31, 2002 (the "Named Executive
Officers").

<TABLE>
<CAPTION>
                                                 Annual Compensation                        Long-Term Compensation Awards
                                     --------------------------------------------------     -----------------------------
             Name and                                                     Other Annual         Securities Underlying
        Principal Position           Year     Salary ($)     Bonus ($)    Compensation              Options (#)
------------------------------       ----     ----------     ---------    ------------         ---------------------
<S>                                  <C>       <C>           <C>            <C>                       <C>
Raymond P. Warrell, Jr., M.D.        2002      $325,000      $200,000       $16,289 (1)               300,000 (2)
   Chairman, and                     2001       325,000       100,000        18,037                   300,000
   Chief Executive Officer           2000       325,000       100,000        18,144                        --

William P. Keane                     2002        47,333 (3)    65,000            --                   100,000 (4)
   Vice President,
   Chief Financial Officer and
   Corporate Secretary

Loretta M. Itri, M.D.                2002       307,000       107,200         3,464 (5)                40,000 (6)
   President, Pharmaceutical         2001       201,807        79,500        11,179                   300,000
   Development and Chief
   Medical Officer

Bruce A. Williams                    2002       203,200        50,800            --                    35,000 (7)
   Senior Vice President,            2001       161,125        39,000            --                   150,000
   Sales and Marketing

Robert E. Klem, Ph.D.                2002       214,300        42,900         5,848 (8)                15,000 (9)
   Vice President and                2001       204,000        24,700            --                        --
   Chief Technical Officer
</TABLE>

----------
(1)   Includes $6,000 for auto allowance and $10,289 for life insurance.

(2)   Represents 300,000 options approved by the Board of Directors in January
      2002 for milestones achieved in the year 2001 and excludes 300,000 options
      approved by the Compensation Committee of the Board of Directors in
      January 2003 as part of 2002 annual bonus.

(3)   Mr. Keane, who was hired in 2002, receives a base salary of $260,000 per
      annum, which was prorated during 2002.

(4)   Represents options issued upon employment.

(5)   Represents long-term disability insurance.

(6)   Represents 40,000 options approved in January 2002 as part of 2001 annual
      bonus and excludes 30,000 options approved in January 2003 as part of 2002
      annual bonus.

(7)   Represents options approved in January 2002 as part of 2001 annual bonus
      and excludes 20,000 options approved in January 2003 as part of 2002
      annual bonus.

<PAGE>

(8)   Represents travel allowance.

(9)   Represents options approved in January 2002 as part of 2001 annual bonus.
      Dr. Klem retired from the Company on January 1, 2003, and these 15,000
      options were cancelled upon his retirement from the Company.

Stock Options

      The following table sets forth certain information concerning grants of
stock options made during 2002 to the Named Executive Officers.

Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                                                        Percent Of
                                       Number Of      Total Options
                                       Securities       Granted To       Exercise                      Grant Date
                                       Underlying      Employees In        Price       Expiration        Present
             Name                   Options Granted    Fiscal Year        ($/Sh)          Date          Value (1)
             ----                   ---------------    -----------        ------          ----          ---------
<S>                                    <C>                <C>             <C>         <C>              <C>
Raymond P. Warrell, Jr., M.D.          300,000 (2)        23.5%           $13.70      Jan. 25, 2012    $2,102,187
William P. Keane                       100,000 (3)         7.9%             7.38      Oct. 28, 2012      377,473
Loretta M. Itri, M.D.                   40,000 (4)         3.1%            13.70      Jan. 25, 2012      280,292
Bruce A. Williams                       35,000 (5)         2.8%            13.70      Jan. 25, 2012      245,255
Robert E. Klem, Ph.D.                   15,000 (6)         1.2%            13.70          N/A (6)        N/A (6)
</TABLE>

----------
(1)   These amounts represent the estimated fair value of stock options,
      measured at the date of grant using the Black-Scholes option-pricing
      model. There are four underlying assumptions in developing the grant
      valuations: an expected volatility of 65%, an expected term of exercise of
      four years, a range of risk free interest rates of 2.8% and a dividend
      yield of zero %. The actual value, if any, an officer may realize will
      depend on the amount by which the stock price exceeds the exercise price
      on the date the option is exercised. Consequently, there is no assurance
      the value realized by an officer will be at or near the value estimated
      above. These amounts should not be used to predict stock performance.

(2)   Represents options approved by the Compensation Committee of the Board of
      Directors in January 2002 for milestones achieved in the year 2001 and
      excludes 300,000 options approved by the Compensation Committee of the
      Board of Directors in January 2003 as part of 2002 annual bonus.

(3)   Represents options issued upon employment.

(4)   Represents options approved in January 2002 as part of 2001 annual bonus
      and excludes 30,000 options approved in January 2003 as part of 2002
      annual bonus.

(5)   Represents options approved in January 2002 as part of 2001 annual bonus
      and excludes 20,000 options approved in January 2003 as part of 2002
      annual bonus.

(6)   Represents options approved in January 2002 as part of 2001 annual bonus
      that were cancelled upon Dr. Klem's retirement from the Company.
<PAGE>

Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

      The following table sets forth certain information with respect to
aggregate option exercises by the Named Executive Officers in the fiscal year
ended December 31, 2002 and with respect to the unexercised options held by the
Named Executive Officers as of December 31, 2002:

<TABLE>
<CAPTION>
                                                                        Number of Securities              Value of Unexercised
                                                                       Underlying Unexercised             In-The-Money Options
                                                                     Options at Fiscal Year End          at Fiscal Year End (1)
                                 Shares Acquired        Value       -----------------------------    ------------------------------
             Name                  On Exercise        Realized      Exercisable     Unexercisable    Exercisable      Unexercisable
             ----                  -----------        --------      -----------     -------------    -----------      -------------
<S>                                    <C>             <C>           <C>              <C>            <C>                <C>
Raymond P. Warrell, Jr., M.D.              --                --      4,119,385        1,243,877      $19,930,679        $3,986,136

William P. Keane                           --                --             --          100,000            --               31,000

Loretta M. Itri, M.D.                      --                --         60,000          280,000          117,600           470,400

Bruce A. Williams                          --                --         37,500          147,500           38,775           116,325

Robert E. Klem, Ph.D.                  65,000          $807,407        557,353           25,000        3,669,960                --
</TABLE>

----------
(1)   Calculated on the basis of the market value of the underlying securities
      as of December 31, 2002 ($7.69 per share), minus the exercise price, and
      excludes options approved in January 2003 as part of 2002 annual bonus.

Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                           Number of securities
                                                                                          remaining available for
                             Number of securities to be    Weighted-average exercise   future issuance under equity
                               issued upon exercise of       price of outstanding           compensation plans
                                outstanding options,        options, warrants and          (excluding securities
       Plan category             warrants and rights                rights             reflected in the first column)
       -------------             -------------------                ------             ------------------------------
<S>                                   <C>                            <C>                         <C>
Equity compensation plans
approved by security                  9,368,336                      $5.13                       4,817,519
holders

Equity compensation plans
not approved by security
holders (1)
</TABLE>

(1)   None.

Employment and Consulting Agreements

      Pursuant to an employment agreement dated as of October 28, 1999 between
the Company and Dr. Warrell ("the 1999 Agreement"), Dr. Warrell was appointed
the President and Chief Executive Officer of the Company, effective on December
1, 1999. Under the 1999 Agreement, Dr. Warrell receives a base salary of
$325,000 per annum, which was pro rated during 1999. Dr. Warrell received
compensation of $15,000 for services he rendered to the Company from October 28,
1999 up to his effective appointment as the President and Chief Executive
Officer of the Company on December 1, 1999. In the event the Company terminates
his employment without cause (as defined in the 1999 Agreement) or Dr. Warrell
terminates his employment for good reason (as defined in the 1999 Agreement),
Dr. Warrell becomes entitled to receive, as severance, the base salary he would
have received during the twelve-month period following the date of termination.
Dr. Warrell received a signing bonus of $100,000. At the end of Dr. Warrell's
first year of employment, he was entitled to, and paid, an additional bonus of
$100,000. In subsequent years, Dr. Warrell is entitled to an additional bonus of
at least $100,000, subject to the achievement of agreed-upon milestones. Dr.
Warrell is entitled to receive (i) annual stock options for the purchase of
300,000 shares of Common Stock upon the achievement of agreed-upon milestones;
(ii) stock options for the purchase of 793,877 shares of Common Stock on the
earlier of the sixth anniversary of his employment or the date the market
capitalization of the Company has exceeded three times the market capitalization
of the Company upon commencement of his employment (this option condition has
been satisfied); (iii) stock options for the purchase of 793,877 shares of
Common Stock on the earlier of the sixth anniversary of his employment or the
date the Company receives an FDA letter approving G3139 for any clinical
indication; and (iv) stock options for the purchase of 3,175,508 shares of
Common Stock, twenty-five percent of which vested upon commencement of his
employment, with the remaining seventy-five percent vesting on a ratable monthly

<PAGE>

vesting schedule over the three-year term of his employment (items (i) through
(iv) hereinafter collectively referred to as the "CEO Options"). Dr. Warrell is
entitled to receive any and all medical insurance, dental insurance, group
health, disability insurance and other benefit plans, which are made generally
available by the Company to its senior executives. The initial terms of the 1999
Agreement were extended through May 15, 2003 per a unanimous written consent by
the Board of Directors in April 2003.

      Pursuant to an employment agreement dated as of December 1, 2002 between
the Company and Dr. Warrell (the "2003 Agreement") and signed May 16, 2003, Dr.
Warrell continues to serve as Chairman and Chief Executive Officer of the
Company. The 2003 Agreement will expire on December 31, 2005. Under the 2003
Agreement, Dr. Warrell receives a base salary of $400,000 per annum with annual
percentage increases equal to at least the Consumer Price Index for the calendar
year preceding the year of the increase. In the event the Company terminates his
employment without cause (as defined in the 2003 Agreement) or Dr. Warrell
terminates his employment for good reason (as defined in the 2003 Agreement),
Dr. Warrell becomes entitled to receive, as severance, the base salary he would
have received during the twelve-month period following the date of termination.
At the end of each calendar year, Dr. Warrell is eligible for an annual bonus
ranging from 0% to 60% of annual base salary, subject to the achievement of
agreed-upon goals and objectives. Dr. Warrell is entitled to receive (i) an
initial option grant of 1,000,000 stock options whereby (a) 500,000 shares vest
immediately in the event that the average share price exceeds $20.00 for seven
consecutive trading days (b) 500,000 shares vest immediately in the event that
the average share price exceeds $30.00 for seven consecutive trading days; (ii)
annual stock options for the purchase of up to 225,000 shares of Common Stock,
depending upon the achievement of agreed-upon goals and objectives. Dr. Warrell
continues to be entitled to receive any and all medical insurance, dental
insurance, group health, disability insurance and other benefit plans, which are
made generally available by the Company to its senior executives.

      Pursuant to an employment agreement dated as of March 27, 2001 between the
Company and Dr. Itri, Dr. Itri was appointed the Executive Vice President of
Clinical Research and Development and the Chief Medical Officer of the Company.
The agreement has an initial term of two years. The agreement provides for a
base annual salary of $265,000, which was prorated for 2001. The agreement also
provides for a guaranteed minimum bonus of 30% of her base salary, a grant of
stock options vesting over a period of four years to purchase 240,000 shares of
the Company's Common Stock at an exercise price equal to the NASDAQ closing
price on March 28, 2001 ($5.73 per share) and a signing bonus of $50,000, which
the Company elected to issue in the form of restricted common stock on April 28,
2001, on which date the stock price was $8.34 per share. Dr. Itri was also
granted an option to purchase an additional 60,000 shares of the Company's
Common Stock at an exercise price of $5.73, to become exercisable in full upon
final regulatory approval of the GenasenseTM compound by the FDA. The terms of
Dr. Itri's employment agreement have been extended.

      Pursuant to a consultancy agreement dated as of December 13, 2002 between
the Company and Dr. Klem, Dr. Klem's services were retained for a term of one
year through December 31, 2003. The consultancy agreement provides for fixed
monthly payments in the aggregate of $99,000, in addition to travel
reimbursements.

Compensation Committee Interlocks and Insider Participation

      None of the members of the Compensation Committee had any "interlock"
relationship to report during the Company's fiscal year ended December 31, 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Managers

      The following table sets forth as of July 18, 2003 certain information
with respect to the beneficial ownership of Common Stock (i) by each person
known to us to own beneficially five percent or more of the Company's
outstanding Common Stock (the only voting class outstanding), (ii) by each
director, (iii) by each of the Named Executive Officers and (iv) by all officers
and directors as a group. As of July 18, 2003, each share of Series A Preferred
Stock was convertible at the option of the holder into approximately 6.8334
shares of Common Stock. Except as required by law or with respect to the
creation or amendment of senior classes of preferred stock or creation of

<PAGE>

different series or classes of Common Stock, and in certain other instances, the
holders of Series A Preferred Stock do not have voting rights until such shares
are converted into Common Stock. The conversion price and the numbers of shares
of Common Stock issuable upon conversion of the Series A Preferred Stock may be
adjusted in the future, based on the provisions in the Company's Certificate of
Incorporation, as amended.

<TABLE>
<CAPTION>
                                                         Number of Shares           Percent of Class
           Name and Address (1)                       Beneficially Owned (2)      Beneficially Owned
           --------------------                       ----------------------      ------------------
<S>                                                        <C>                         <C>
           Raymond P. Warrell, Jr., M.D.                   4,250,185 (3)                5.4%
           William P. Keane                                    4,000 (4)                  *
           Loretta M. Itri, M.D.                             136,995 (5)                  *
           Bruce A. Williams                                  91,750 (6)                  *
           Robert E. Klem, Ph.D.                             301,353 (7)                  *
           Jerome E. Groopman, M.D.                           20,000 (8)                  *
           Betsy McCaughey, Ph.D.                             61,334 (8)                  *
           Daniel D. Von Hoff, M.D.                          121,667 (8)                  *
           Harlan J. Wakoff                                  235,000 (8)                  *
           Douglas G. Watson                                  63,000 (9)                  *
           Michael S. Weiss                                  829,772 (10)               1.1%
           Patrick J. Zenner                                  48,000 (8)                  *
           Lindsay A. Rosenwald, M.D.                     26,759,794 (11)              33.5%
           787 Seventh Avenue
           New York, NY  10019
           Garliston Limited                               6,665,498 (12)               8.3%
           c/o Aventis Pharmaceuticals Inc.
           300 Somerset Corporate Blvd.
           Bridgewater, NJ 08807
           All Directors and Executive Officers as        6,163,056 (13)                7.7%
           a group
</TABLE>

----------
*     Less than one percent (1%).

(1)   Unless otherwise indicated, the address of each named holder is c/o Genta
      Incorporated, Two Connell Drive, Berkeley Heights, NJ 07922.

(2)   Beneficial ownership is determined in accordance with the rules of the SEC
      and generally includes voting or investment power with respect to
      securities. Shares of Common Stock subject to options exercisable within
      60 days of July 18, 2003 are deemed outstanding for computing the
      percentage of the person holding such securities but are not deemed
      outstanding for computing the percentage of any other person. Except as
      indicated by footnote, and subject to community property laws where
      applicable, the person named in the table has sole voting and investment
      power with respect to all shares of Common Stock shown as beneficially
      owned by them.

(3)   Consists of 45,800 shares of Common Stock, 10,000 shares of Common Stock
      related to the Asset Purchase Agreement with Relgen LLC, a privately held
      corporation, of which Dr. Warrell is the majority stockholder and
      4,194,385 shares of Common Stock issuable upon exercise of currently
      exercisable stock options. Excludes 5,995 shares of Common Stock held by
      Dr. Warrell's wife, Dr. Itri, issued as a hiring bonus and 1,000 shares of
      Common Stock held by Dr. Itri's Individual Retirement Account. Dr. Warrell
      disclaims beneficial ownership of such shares.

(4)   Consists of 4,000 shares of Common Stock.

(5)   Consists of 6,995 shares of Common Stock and 130,000 shares of Common
      Stock issuable upon exercise of currently exercisable stock options.
      Excludes 10,000 shares held by a privately held corporation, of which Dr.
      Itri's husband, Dr. Warrell, is the majority stockholder and 45,800 shares
      of Common Stock held by Dr. Warrell's Individual Retirement Account. Dr.
      Itri disclaims beneficial ownership of such shares.

<PAGE>

(6)   Consists of 8,000 shares of Common Stock and 83,750 shares of Common Stock
      issuable upon exercise of currently exercisable stock options.

(7)   Consists of 301,353 shares of Common Stock issuable upon exercise of
      currently exercisable stock options and excludes 12,000 shares held by Dr.
      Klem's children's individual retirement accounts.

(8)   Consists of shares issuable upon exercise of currently exercisable stock
      options.

(9)   Consists of 15,000 shares of Common Stock and 48,000 shares of Common
      Stock issuable upon exercise of currently exercisable stock options.

(10)  Consists of 601,438 shares of Common Stock, and 228,334 shares of Common
      Stock issuable upon exercise of currently exercisable stock options.

(11)  Dr. Rosenwald may be deemed to have shared voting and investment power
      over the 21,516,861 shares of Common Stock and 250,800 shares of Series A
      Preferred Stock (which are convertible into 1,713,811 shares of Common
      Stock) that may be deemed to be beneficially owned by Paramount Capital
      Asset Management, Inc. ("Paramount"), of which Dr. Rosenwald is the sole
      stockholder. Paramount may be deemed to have shared voting and investment
      power over: (i) 4,528,726 shares Common Stock held by the Aries Select I,
      LLC, (ii) 9,455,704 shares of Common Stock held by the Aries Select
      Limited, a Cayman Islands trust, (iii) 1,019,774 shares of Common Stock
      held by the Aries Select II, LLC, (iv) 3,639,691 shares of Common Stock
      held by the Aries Master Fund II, LP, (v) 2,496,288 shares of Common Stock
      held by the Aries Domestic Fund, LP, (vi) 376,682 shares of Common Stock
      held by the Aries Domestic Fund II, LP, (vii) 76,813 shares of Series A
      Preferred Stock (convertible into 524,895 shares of Common Stock) held by
      the Aries Select I, LLC, (viii) 158,081 shares of Series A Preferred Stock
      (convertible into 1,080,231 shares of Common Stock) held by the Aries
      Select Limited, (ix) 15,906 shares of Series A Preferred Stock
      (convertible into 108,685 shares of Common Stock) held by the Aries Select
      II, LLC. Paramount is the General Partner and Investment Advisor of the
      Aries Select Fund I and Aries Select Fund II and the Investment Advisor of
      the Aries Limited.

      In addition, Dr. Rosenwald's holdings include 10,000 shares of Common
      Stock and 3,519,117 shares of Common Stock issuable upon exercise of
      currently exercisable warrants, over which Dr. Rosenwald may be deemed to
      have sole voting and investment power. Such warrants consist of 3,261,896
      shares of Common Stock issuable upon conversion of 25.83 Unit Purchase
      Options relating to warrants issued in June 1997, 68,500 shares of Common
      Stock issuable upon exercise of certain warrants issued in August 1999,
      158,683 shares of Common Stock issuable upon exercise of certain warrants
      issued in December 1999 and 30,038 shares of Common Stock issuable upon
      exercise of certain warrants issued in December 2001.

(12)  Aventis Pharmaceuticals, Inc. may be deemed to have shared voting and
      investment power over 6,665,498 shares Common Stock held by Garliston
      Limited.

(13)  Consists of 691,233 shares of Common Stock and 5,471,823 shares of Common
      Stock issuable upon exercise of currently exercisable stock options.

Item 13. Certain Relationships and Related Transactions

      Michael S. Weiss, Vice Chairman of the Company's board of directors, is a
managing director of Genta Jago Technologies, B.V., a joint venture that is 50%
owned by the Company.

<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (a) Financial statements

      (1) Reference is made to the Index to Financial Statements under Item 8 of
our 2002 Form 10-K.

      (2) All schedules are omitted because they are not required, are not
applicable, or the required information is included in the consolidated
financial statements or notes thereto.

      (3) Reference is made to Paragraph (c) below for Exhibits required by Item
601 of Regulation S-K, including management contracts and compensatory plans and
arrangements.

      (b) Reports on Form 8-K. The Company filed the following reports on Forms
8-K:

      On June 12, 2002, the Company filed a Current Report on Form 8-K
disclosing a press release issued on June 11, 2002, regarding the Company's
commencement of a stock repurchase program, whereby up to 5,000,000 shares of
its common stock may be repurchased by the Company at prices deemed desirable by
the Company.

      On April 29, 2002, the Company filed a Current Report on Form 8-K
disclosing a press release issued on April 29, 2002, regarding an agreement the
Company entered into with Aventis Pharmaceuticals Inc. to jointly develop and
commercialize Genasense(TM) (G3139), the Company's lead antisense compound.

      On December 3, 2001, the Company filed a Current Report on Form 8-K
disclosing two press releases issued in November 2001 regarding the completion
of two private placements.

      (c) Exhibits required by Item 601 of Regulation S-K with each management
contract, compensatory plan or arrangement required to be filed identified.

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

3(i).1(7)             Restated Certificate of Incorporation of the Company.

3(i).2(9)             Certificate of Designations of Series D Convertible
                      Preferred Stock of the Company.

3(i).3(15)            Certificate of Amendment of Restated Certificate of
                      Incorporation of the Company.

3(i).4(15)            Amended Certificate of Designations of Series D
                      Convertible Preferred Stock of the Company.

3(i).5(15)            Certificate of Increase of Series D Convertible Preferred
                      Stock of the Company.

3(i).6(13)            Certificate of Amendment of Restated Certificate of
                      Incorporation of the Company.

3(i).7(13)            Certificate of Amendment of Restated Certificate of
                      Incorporation of the Company.

3(i).8(15)            Certificate of Amendment of Restated Certificate of
                      Incorporation of the Company.

3(ii).1(13)           Amended and Restated Bylaws of the Company.

4.1(1)                Specimen Common Stock Certificate.

4.2(4)                Specimen Series A Convertible Preferred Stock Certificate.

4.4(4)                Form of Unit Purchase Agreement dated as of September 23,
                      1993 by and between the Company and the Purchasers of the
                      Series A Convertible Preferred Stock.

10.1(2)               Amended and Restated 1991 Stock Plan of Genta
                      Incorporated.

<PAGE>

10(iii)(A).1(13)      Non-Employee Directors' 1998 Stock Option Plan.

10(iii)(A).2(13)      1998 Stock Incentive Plan.

10.2(1)               Form of Indemnification Agreement entered into between the
                      Company and its directors and officers.

10.3(1)               Preferred Stock Purchase Agreement dated September 30,
                      1991 and Amendment Agreement dated October 2, 1991.

10.4(1)*              Development, License and Supply Agreement dated February
                      2, 1989 between the Company and Gen-Probe Incorporated.

10.5(3)*              Common Stock Transfer Agreement dated as of December 15,
                      1992, between the Company and Dr. Jacques Gonella.

10.6(3)               Consulting Agreement dated as of December 15, 1992,
                      between the Company and Dr. Jacques Gonella.

10.7(3)*              Common Stock Transfer Agreement dated as of December 15,
                      1992, between the Company and Jagotec AG.

10.8(3)*              Collaboration Agreement dated as of January 22, 1993,
                      between Jobewol Investments B.V. (now known as Genta Jago
                      Technologies B.V.) and Gensia, Inc.

10.9(5)               Form of Purchase Agreement between the Company and certain
                      purchasers of Common Stock.

10.10(5)              Common Stock Purchase Warrant dated May 8, 1995 between
                      the Company and Index Securities S.A.

10.11(6)*             Restated Joint Venture and Shareholders Agreement dated as
                      of May 12, 1995 between the Company, Jagotec AG, Jago
                      Holding AG, Jago Pharma AG and Genta Jago Technologies
                      B.V.

10.12(6)*             Limited Liability Company Agreement of Genta Jago Delaware
                      LLC dated as of May 12, 1995 between GPM Generic
                      Pharmaceuticals Manufacturing Inc. and the Company.

10.13(6)*             Restated Transfer Restriction Agreement dated as of May
                      12, 1995 between the Company and Jagotec AG.

10.14(6)*             Transfer Restriction Agreement dated as of May 12, 1995
                      between the Company, GPM Generic Pharmaceuticals
                      Manufacturing Inc. and Jago Holding AG.

10.15(6)*             Common Stock Transfer Agreement dated as of May 30, 1995
                      between the Company and Jago Finance Limited.

10.16(6)*             Stockholders' Agreement dated as of May 30, 1995 between
                      the Company, Jagotec AG, Dr. Jacques Gonella and Jago
                      Finance Limited.

10.17(6)*             Restated GEOMATRIX Research and Development Agreement
                      dated as of May 12, 1995 between Jago Pharma AG, the
                      Company, Genta Jago Delaware, L.L.C. and Genta Jago
                      Technologies B.V.

10.18(6)*             Restated Services Agreement dated as of May 12, 1995
                      between Jago Pharma AG, the Company, Genta Jago Delaware,
                      L.L.C. and Genta Jago Technologies B.V.

10.19(6)*             Restated Working Capital Agreement dated as of May 12,
                      1995 and Amendment No. 1 to Restated Working Capital
                      Agreement dated as of July 11, 1995 between the Company
                      and Genta Jago Technologies B.V.

10.20(6)*             Restated Promissory Note dated as of January 1, 1994
                      between Genta Jago Technologies B.V. and the Company.

<PAGE>

10.21(6)*             Restated License Agreement dated as of May 12, 1995
                      between Jagotec AG and the Company.

10.22(6)*             Restated GEOMATRIX License Agreement dated as of May 12,
                      1995 between Jagotec AG and Genta Jago Technologies B.V.

10.23(6)*             GEOMATRIX Manufacturing License Agreement dated as of May
                      12, 1995 between Jagotec AG and Genta Jago Technologies
                      B.V.

10.24(6)*             Restated GEOMATRIX Supply Agreement dated as of May 12,
                      1995 between Jago Pharma AG and Genta Jago Technologies
                      B.V.

10.25(7)              Common Stock Purchase Warrant dated December 14, 1995
                      between the Company and Lease Management Services, Inc.

10.26(8)              Common Stock Purchase Warrant for 375,123 shares of Common
                      Stock issued to Lyon & Lyon.

10.27(8)              Common Stock Purchase Warrant for 100,000 shares of Common
                      Stock issued to Michael Arnouse.

10.28(9)              Note and Warrant Purchase Agreement dated as of January
                      28, 1997 among the Company, The Aries Fund and The Aries
                      Domestic Fund, L.P.

10.29(9)              Letter Agreement dated January 28, 1997 from the Company
                      to The Aries Fund and The Aries Domestic Fund, L.P.

10.30(9)              Senior Secured Convertible Bridge Note of the Company
                      dated January 28, 1997 for $1.050 million issued to The
                      Aries Domestic Fund, L.P.

10.31(9)              Senior Secured Convertible Bridge Note of the Company
                      dated January 28, 1997 for $1.950 million issued to The
                      Aries Trust.

10.32(9)              Class A Bridge Warrant for the Purchase of 2,730,000
                      shares of Common Stock issued to The Aries Domestic Fund,
                      L.P.

10.33(9)              Class A Bridge Warrant for the Purchase of 5,070,000
                      shares of Common Stock issued to The Aries Trust.

10.34(9)              Class B Bridge Warrant for the Purchase of 4,270,000
                      shares of Common Stock issued to The Aries Domestic Fund,
                      L.P.

10.35(9)              Class B Bridge Warrant for the Purchase of 7,930,000
                      shares of Common Stock issued to the Aries Trust.

10.36(9)              Security Agreement dated as of January 28, 1997 between
                      the Company and Paramount Capital, Inc., as agent for the
                      holders of the Company's Senior Secured Convertible Bridge
                      Notes

10.37(9)              Letter Agreement dated January 28, 1997 among the Company,
                      Paramount Capital, Inc., The Aries Domestic Fund, L.P. and
                      The Aries Trust.

10.38(10)             Executive Compensation Agreement dated as of January 1,
                      1996 between the Company and Howard Sampson.

10.39(10)             Collaboration Agreement dated December 26, 1995 between
                      the Company and Johnson & Johnson Consumer Products, Inc.

10.40(10)             Assignment Agreement (of Gensia Inc.'s rights in the
                      Collaboration Agreement between Genta Jago and Gensia,
                      Inc., dated January 23, 1993) to Brightstone Pharma, Inc.,
                      dated October 1, 1996 among Gensia, Inc., Genta Jago
                      Technologies B.V., Brightstone Pharma, Inc., and
                      SkyePharma PLC.
<PAGE>

10.41(10)*            Development and Marketing Agreement effective February 28,
                      1996 between Apothecon, Inc. and Genta Jago Technologies
                      B.V.

10.42(10)*            License Agreement effective February 28, 1996 between
                      Apothecon, Inc. and Genta Jago Technologies B.V.

10.43(10)*            Option, Development & Sub-License Agreement (the Company
                      has requested confidential treatment for the name of this
                      element) dated as of October 31, 1996 between Genta Jago
                      Technologies B.V. and Krypton Ltd.

10.44(10)*            Development and Sub-License Agreement (the Company has
                      requested confidential treatment for the name of this
                      element) dated as of October 31, 1996 between Genta Jago
                      Technologies B.V. and Krypton Ltd.

10.45(10)*            Development and Sub-License Agreement (the Company has
                      requested confidential treatment for the name of this
                      element) dated as of October 31, 1996 between Genta Jago
                      Technologies B.V. and Krypton Ltd.

10.46(10)*            Development and Sub-License Agreement/Diclofenac dated as
                      of October 31, 1996 between Genta Jago Technologies B.V.
                      and Krypton Ltd.

10.47(10)*            Development and Sub-License Agreement/Naproxen dated as of
                      October 31, 1996 between Genta Jago Technologies B.V. and
                      Krypton Ltd.

10.48(10)*            Development and Sub-License Agreement/Verapamil dated as
                      of October 31, 1996 between Genta Jago Technologies B.V.
                      and Krypton Ltd.

10.49(10)*            License Termination Agreement dated December 2, 1996
                      between the Company and Wilton Licensing AG and the
                      Company.

10.50(10)             Contract for Regional Aid for Innovation, effective July
                      1, 1993, between L'Agence Nationale de Valorisation de la
                      Recherche, Genta Pharmaceuticals Europe S.A. and the
                      Company.

10.51(11)             Warrant for the Purchase of 32,500 shares of Common Stock
                      of the Company, issued to The Aries Fund.

10.52(11)             Warrant for the Purchase of 17,500 shares of Common Stock
                      of the Company, issued to The Aries Domestic Fund, L.P.

10.53(11)             Amended and Restated Amendment Agreement dated June 23,
                      1997 among the Company and The Aries Fund and The Aries
                      Domestic Fund L.P.

10.54(11)             Amended and Restated Senior Secured Convertible Bridge
                      Note for $1.050 million issued to The Aries Domestic Fund,
                      L.P.

10.55(11)             Amended and Restated Senior Secured Convertible Bridge
                      Note for $1.950 million issued to The Aries Trust.

10.56(11)             New Class A Bridge Warrant for the Purchase of 350,000
                      shares of Common Stock issued to The Aries Domestic Fund,
                      L.P.

10.57(11)             New Class A Bridge Warrant for the Purchase of 650,000
                      shares of Common Stock issued to The Aries Trust.

10.58(11)             New Class B Bridge Warrant for the Purchase of 350,000
                      shares of Common Stock issued to The Aries Domestic Fund,
                      L.P.

10.59(11)             New Class B Bridge Warrant for the Purchase of 650,000
                      shares of Common Stock issued to The Aries Trust.

10.60(11)             Consulting Agreement dated as of August 27, 1997 by and
                      between the Company and Paul O.P. Ts'o, Ph.D.
<PAGE>

10.61(11)             Consulting Agreement dated as of August 27, 1997 by and
                      between the Company and Sharon B. Webster, Ph.D.

10.62(15)             Warrant Agreement, dated as of May 20, 1997, among the
                      Company, ChaseMellon Shareholder Services, L.L.C., as
                      warrant agent, and Paramount Capital, Inc.

10.63(12)             Severance Agreement, Release and Covenant Not to Sue dated
                      May 5, 1998 between Thomas H. Adams, Ph.D. and the
                      Company.

10.64(12)             Consulting Agreement dated May 5, 1998 between the Company
                      and Thomas H. Adams, Ph.D.

10.65(14)             Asset Purchase Agreement, dated as of March 19, 1999,
                      among JBL Acquisition Corp., JBL Scientific Incorporated
                      and the Company.

10.66(14)             Agreement of Sublease dated March 31, 1999 between
                      Interneuron Pharmaceuticals, Inc. and the Company

10.67(15)             Warrant Agreement, dated as of December 23, 1999, among
                      the Company, ChaseMellon Shareholder Services, L.L.C., as
                      warrant agent, and Paramount Capital, Inc.

10.68(15)             Separation Letter Agreement dated December 1, 1999 from
                      the Company to Kenneth G. Kasses, Ph.D.

10.69(15)             Amendment No. 1 to Stock Option Agreement, dated as of
                      December 1, 1999, to the Stock Option Agreement, dated as
                      of May 28, 1998, between the Company and Kenneth G.
                      Kasses, Ph.D.

10.70(15)             Employment Letter Agreement, dated as of October 28, 1999,
                      from the Company to Raymond P. Warrell, Jr., M.D.

10.71(15)             Stock Option Agreement, dated as of October 28, 1999,
                      between the Company and Raymond P. Warrell, Jr., M.D.

10.72(15)             Letter Agreement, dated March 4, 1999, from SkyePharma Plc
                      to the Company.

10.73(16)             Subscription Agreement executed in connection with the
                      November 26, 2001 sale of common stock to Franklin
                      Small-Mid Cap Growth Fund, Franklin Biotechnology
                      Discovery Fund, and SF Capital Partners Ltd., and the
                      November 30, 2001 sale of common stock to SF Capital
                      Partners Ltd.

10.74(16)             Employment Letter Agreement, dated as of March 27,2001,
                      from the Company to Loretta M. Itri, M.D.

10.75(16)             Employment Letter Agreement, dated as of July 24, 2001,
                      from the Company to Alfred J. Fernandez

10.76(16)             Agreement of Lease dated June 28, 2000 between The Connell
                      Company and the Company

10.77(16)             Agreement of Sublease dated August 13, 2001 between
                      Expanets, Inc. and the Company

10.78(17)*            U.S. Commercialization Agreement dated April 26, 2002, by
                      and between Genta Incorporated and Aventis Pharmaceuticals
                      Inc.

10.79(17)*            Ex-U.S. Commercialization Agreement, dated April 26, 2002,
                      by and between Genta Incorporated and Garliston Limited

10.80(17)*            Global Supply Agreement, dated April 26, 2002, by and
                      among Genta Incorporated, Aventis Pharmaceuticals Inc. and
                      Garliston Limited

10.81(17)*            Securities Purchase Agreement, dated April 26, 2002, by
                      and between Genta Incorporated and Garliston Limited
<PAGE>

10.82(17)             Standstill and Voting Agreement, dated April 26, 2002, by
                      and between Genta Incorporated and Garliston Limited

10.83(17)             Registration Rights Agreement, dated April 26, 2002, by
                      and between Genta Incorporated and Garliston Limited

10.84(17)             Convertible Note Purchase Agreement, dated April 26, 2002,
                      by and between Genta Incorporated and Garliston Limited

10.85(17)*            5.63% Convertible Promissory Note, due April 26, 2009

10.86(17)*            Subordination Agreement, dated April 26, 2002, by and
                      between Genta Incorporated and Garliston Limited

10.87(17)             Amendment of Lease, dated June 19, 2002 between The
                      Connell Company and the Company

10.88(18)**           Manufacture and Supply Agreement, dated December 20, 2002,
                      between Genta Incorporated and Avecia Biotechnology Inc.

10.89(19)             Employment Agreement, dated as of December 1, 2002,
                      between the Company and Raymond P. Warrell, Jr., M.D.

22.1(10)              Subsidiaries of the Registrant.

23.1(16)              Consent of Deloitte & Touche LLP, Independent Auditors,
                      dated March 29, 2002

23.2(18)              Consent of Deloitte & Touche LLP, Independent Auditors,
                      dated March 31, 2003

99.1(18)              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.

99.2(18)              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.

----------
*     The Company has been granted confidential treatment of certain portions of
      this exhibit.
**    The Company has requested confidential treatment of certain portions of
      this exhibit.

(1)   Incorporated herein by reference to the exhibits to the Company's
      Registration Statement on Form S-1, Registration No. 33-43642.

(2)   Exhibit 10.1 is incorporated herein by reference to Exhibit 10.1 to the
      Company's Registration Statement on Form S-8, Registration No. 33-85887.

(3)   Incorporated by reference to the exhibits to the Company's Registration
      Statement on Form S-3, Registration No. 33-58362.

(4)   Incorporated by reference to the exhibits to the Company's Current Report
      on Form 8-K dated as of September 24, 1993, Commission File No. 0-19635.

(5)   Incorporated by reference to the exhibits of the same number to the
      Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
      1995, Commission File No. 0-19635.

(6)   Incorporated by reference to the exhibits to the Company's Quarterly
      Report on Form 10-Q/A for the quarter ended June 30, 1995, Commission File
      No. 0-19635.

<PAGE>

(7)   Incorporated herein by reference to the exhibits to the Company's Annual
      Report on Form 10-K for the year ended December 31, 1995, Commission File
      No. 0-19635.

(8)   Exhibits 10.26 and 10.27 are incorporated herein by reference to Exhibits
      4.1 and 4.2, respectively, to the Company's Quarterly Report on Form 10-Q
      for the quarter ended September 30, 1996, Commission File No. 0-19635.

(9)   Exhibits 3(i).2, 10.28, 10.29, 10.30, 10.31, 10.32, 10.33, 10.34, 10.35,
      10.36 and 10.37 are incorporated herein by reference to Exhibits 3(i),
      10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10,
      respectively, to the Company's Current Report on Form 8-K filed on
      February 28, 1997, Commission File No. 0-19635.

(10)  Exhibits 10.38, 10.39, 10.40, 10.41, 10.42, 10.43, 10.44, 10.45, 10.46,
      10.47, 10.48, 10.49, 10.50 and 22.1 are incorporated herein by reference
      to Exhibits 10.86, 10.87, 10.88, 10.89, 10.90, 10.91, 10.92, 10.93, 10.94,
      10.95, 10.96, 10.97, 10.98 and 22.1, respectively, the Company's Annual
      Report on Form 10-K (Amendment No. 1) for the year ended December 31,
      1996, Commission File No. 0-19635.

(11)  Exhibits 10.51, 10.52, 10.53, 10.54, 10.55, 10.56, 10.57, 10.58, 10.59,
      10.60 and 10.61 are incorporated herein by reference to Exhibits 10.99,
      10.100, 10.101, 10.102, 10.103, 10.104, 10.105, 10.106, 10.107, 10.108 and
      10.109, respectively, to the Company's Annual Report on Form 10-K for the
      year ended December 31, 1997, Commission File No. 0-19635.

(12)  Exhibits 10.63 and 10.64 are incorporated herein by reference to Exhibits
      10.1 and 10.2, respectively, to the Company's Quarterly Report on Form
      10-Q for the quarter ended March 31, 1998, Commission File No. 0-19635.

(13)  Exhibits 3(i).6, 3(i).7, 3(ii).1, 10(iii)(A).1 and 10(iii)(A).2 are
      incorporated herein by reference to Exhibits 3(i).4, 3(i).3, 3(ii).1,
      10(iii)(A).1 and 10(iii)(A).2, respectively, to the Company's Annual
      Report on Form 10-K for the year ended December 31, 1998, Commission File
      No. 0-19635.

(14)  Exhibits 10.65 and 10.66 are incorporated herein by reference to Exhibits
      10.2 and 10.1, respectively, to the Company's Quarterly Report on Form
      10-Q for the quarter ended March 31, 1999, Commission File No. 0-19635.

(15)  Exhibits 3(i).3, 3(i).4, 3(i).5, 3(i).8, 10.62, 10.67, 10.68, 10.69,
      10.70, 10.71 and 10.72 are incorporated herein by reference to Exhibits
      3(i).3, 3(i).4, 3(i).5, 3(i).8, 10.62, 10.67, 10.68, 10.69, 10.70, 10.71
      and 10.72 respectively, to the Company's Annual Report on Form 10-K for
      the year ended December 31, 1999, Commission File No. 0-19635.

(16)  Exhibits 10.73, 10.74, 10.75, 10.76, 10.77 and 23.1 are incorporated
      herein by reference to Exhibits 10.73, 10.74, 10.75, 10.76, 10.77 and 23.1
      respectively, to the Company's Annual Report on Form 10-K for the year
      ended December 31, 2001, Commission File No. 0-19635.

(17)  Exhibits 10.78, 10.79, 10.80, 10.81, 10.82, 10.83, 10.84, 10.85, 10.86 and
      10.87 are incorporated herein by reference to Exhibits 10.1, 10.2, 10.3,
      10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 respectively, to the
      Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
      2002, Commission File No. 0-19635.

(18)  Exhibits 10.88, 23.2, 99.1 and 99.2 are incorporated herein by reference
      to Exhibits 10.88, 23.2, 99.1 and 99.2 respectively, to the Company's
      Annual Report on Form 10-K for the year ended December 31, 2002,
      Commission File No. 0-19635, filed with the Securities and Exchange
      Commission on March 31, 2003.

(19)  Filed herewith.
<PAGE>

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on this
25th day of July 2003.

                                          Genta Incorporated


                                          /s/ RAYMOND P. WARRELL, JR., M.D.
                                          --------------------------------------
                                          Raymond P. Warrell, Jr., M.D.
                                          Chairman, Chief Executive Officer and
                                          Principal Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                          Capacity                           Date
              ---------                                          --------                           ----
<S>                                                 <C>                                         <C>
/s/ RAYMOND P. WARRELL, JR., M.D.                   Chairman, Chief Executive Officer and       July 25, 2003
-----------------------------------                 Principal Executive Officer
Raymond P. Warrell, Jr., M.D.

/s/ WILLIAM P. KEANE                                Principal Financial and Accounting          July 25, 2003
-----------------------------------                 Officer, Vice President
William P. Keane

/s/ JEROME E. GROOPMAN, M.D.                        Director                                    July 25, 2003
-----------------------------------
Jerome E. Groopman, M.D.

/s/ BETSY MCCAUGHEY                                 Director                                    July 25, 2003
-----------------------------------
Betsy McCaughey, Ph.D.

/s/ DANIEL D. VON HOFF, M.D.                        Director                                    July 25, 2003
-----------------------------------
Daniel D. Von Hoff, M.D.

/s/ HARLAN J. WAKOFF                                Director                                    July 25, 2003
-----------------------------------
Harlan J. Wakoff

/s/ DOUGLAS G. WATSON                               Director                                    July 25, 2003
-----------------------------------
Douglas G. Watson

/s/ MICHAEL S. WEISS                                Director                                    July 25, 2003
-----------------------------------
Michael S. Weiss

/s/ PATRICK J. ZENNER                               Director                                    July 25, 2003
-----------------------------------
Patrick J. Zenner
</TABLE>

<PAGE>

     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Raymond P. Warrell, Jr., M.D., certify that:

1.    I have reviewed this annual report on Form 10-K/A of Genta Incorporated;
      and

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report.

Date: July 25, 2003


/s/ RAYMOND P. WARRELL, JR., M.D.
------------------------------------
Name:  Raymond P. Warrell, Jr., M.D.
Title: Chief Executive Officer

<PAGE>

     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William P. Keane, certify that:

1.    I have reviewed this annual report on Form 10-K/A of Genta Incorporated;
      and

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report.

Date: July 25, 2003


/s/ WILLIAM P. KEANE
------------------------------
Name:  William P. Keane
Title: Chief Financial Officer