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, 1998

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

                         Commission File Number 0-19635

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

                      Delaware                               33-0326866
           (State or other jurisdiction of                (I.R.S. Employer
           incorporation or organization)              Identification Number)

             99 Hayden Avenue, Suite 200
              Lexington, Massachusetts                          02421
          (Address of principal executive offices)           (Zip Code)

                                 (781) 860-5150
              (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
                                             Preferred Stock Purchase Rights,
                                                      Par Value $.001
                                                     (Title of Class)




                                                                               1

<PAGE>

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

                                            Yes    [X]           No [ ]

Indicate by check mark 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/A or any  amendment to
this Form 10-K/A.
[X]

The  approximate  aggregate  market  value of the voting  common  equity held by
non-affiliates  of the  registrant  was  $25,164,644  as of April 12, 1999.  For
purposes of determining  this number,  4,049,249  shares of Common Stock held by
affiliates are excluded.

As of April 12,  1999,  the  registrant  had  15,080,326  shares of Common Stock
outstanding.  As of April 12,  1999,  386 persons held shares of Common Stock of
the registrant.


                       Documents Incorporated by Reference

None.



                                                                               2

<PAGE>

                               GENTA INCORPORATED

                                   FORM 10-K/A
                                      INDEX


                                                                            Page
                                                                            ----
                                    PART III


Item 10.  Directors and Executive Officers of the Registrant.................. 4
Item 11.  Executive Compensation.............................................. 7
Item 12.  Security Ownership of Certain Beneficial Owners and Management..... 10
Item 13.  Certain Relationships and Related Transactions..................... 16
Signatures



                                                                               3

<PAGE>

                                 Amendment No. 1
                            to the Form 10-K filed by
                      Genta Incorporated on April 30, 1998

        The  following  Items  were  omitted  from the Form 10-K  filed by Genta
Incorporated  on April 26, 1999. That Form 10-K is hereby amended to include the
information set forth below.

        Capitalized  terms used but not defined in this  Amendment  No. 1 are as
        defined in the Form 10-K.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

        Set forth below is certain information regarding the Company's directors
and executive officers.

<TABLE>
<CAPTION>

Name                                    Age        Position
----                                    ---        --------
<S>                                     <C>        <C> 

Kenneth G. Kasses, Ph.D...............  54         President, Chief Executive Officer, and Chairman of
                                                   Board of Directors
Robert E. Klem, Ph.D..................  54         Vice President of Discovery, Chief Scientific Officer,
                                                   and Director
Gerald M. Schimmoeller................  55         Vice President and Chief Financial Officer
Peter Salomon, M.D....................  39         Director
Andrew J. Stein.......................  54         Director
Harlan J. Wakoff......................  32         Director
Glenn L. Cooper, M.D..................  46         Director
Lawrence J. Kessel, M.D...............  45         Director
Bobby W. Sandage, Jr., Ph.D...........  45         Director
Donald G. Drapkin.....................  51         Director
Michael S. Weiss......................  33         Director

</TABLE>


        Kenneth G. Kasses, Ph.D., has been Genta's President and Chief Executive
Officer  since  October  1997.  Dr.  Kasses  has been a member  of the  Board of
Directors  since  September  1997 and has served as  Chairman of the Board since
October  1998.   From  1991  to  1997,  Dr.  Kasses  was  affiliated   with  the
Radiopharmaceutical Division of The Dupont Merck Pharmaceutical Company, serving
as Senior Vice  President  and General  Manager until 1994 when he was appointed
President.  From 1988 through 1990, he served as Director,  Business Development
and Planning,  for the Medical  Products  Department of E.I. DuPont de Nemours &
Company,  Inc.  In that  capacity he played a key role in the  formation  of The
Dupont Merck  Pharmaceutical  Company,  a joint venture between DuPont and Merck
and Co., Inc.  Prior to that he served as Director,  U.S.  Pharmaceuticals,  for
DuPont from 1987 to 1988 and as President of DuPont  Critical  Care from 1986 to
1987. Prior to this, Dr. Kasses held a variety of executive  positions from 1973
to  1986  at  American  Critical  Care,   CIBA-GEIGY   Pharmaceuticals,   Ayerst
Laboratories and Block Drug Company.  Dr. Kasses received a B.S. in biology from
Dickinson  College in 1966 and a Ph.D.  in  pharmacology  from New York  Medical
College in 1974.

         Robert  E.  Klem,  Ph.D.,  has  been a  member  of the  Genta  Board of
Directors  since  February 1991 and Vice  President of the Company since October
1991. Dr. Klem co-founded JBL Scientific, Inc. ("JBL"), a



                                                                               4

<PAGE>

wholly-owned  subsidiary  of the  Company,  in 1973 and,  since  then,  has been
Chairman of the Board and Chief Technical Officer of JBL with responsibility for
research,  development and marketing  activities.  Previously,  Dr. Klem was the
Plant  Manager for E.I.  DuPont in Victoria,  Texas from 1970 to 1974.  Dr. Klem
received his Ph.D.  in Organic  Chemistry  from the  University of California at
Riverside.

        Gerald M.  Schimmoeller  has been  Vice  President  and Chief  Financial
Officer of the Company since  February  1999.  From 1997 until February 1999, he
was the Vice  President  and Chief  Financial  Officer for  Alphagene,  Inc.,  a
privately-held  biotechnology development company focused on functional genomics
technology.  From 1987 to 1993, he served as Vice President and Chief  Financial
Officer of Artel Communications Corporation, a data communications company. From
1994 to 1996,  he  served  as Vice  President  and Chief  Financial  Officer  of
Concentra  Corporation,  a software development company. Both of these companies
are publicly held, and at each of them he had significant experience in managing
the financial,  management  information systems,  human resources,  and investor
relations functions, and was involved in managing an initial public offering and
significant  private  placements.  From 1983 to 1987, he was Controller at Telco
Systems,  a  telecommunications   company.  He  held  various  senior  financial
positions  with  GTE  Corporation.   He  received  his  MBA  from   Northeastern
University's  Executive MBA Program and a BS Degree from the State University of
New York.

        Peter  Salomon,  M.D.,  FACG,  has been a member of the  Genta  Board of
Directors since September  1997. His principal  employment  during the last five
years has been as a Board Certified  Gastroenterologist  in private  practice in
Boca Raton and Delray Beach, Florida with Gastroenterology  Consultants of South
Florida. In addition, he is an expert consultant for several insurance companies
and law firms in the areas of gastroenterology  and liver diseases.  Dr. Salomon
graduated  magna cum laude from New York  University  in 1981.  He received  his
Medical Degree from New York University in 1985.  Following this he received his
training in Internal Medicine and  Gastroenterology  at The Mount Sinai Hospital
in New York, where he also held a grant from the Crohn's and Colitis  Foundation
to perform  research in  inflammatory  bowel  disease.  He was also  selected to
receive  advanced  training  in  therapeutic  endoscopic  techniques  at  Aarhus
Kommunehospital  in Aarhus,  Denmark.  He has been elected to the Phi Beta Kappa
society and is a member of MENSA. He has done extensive research in the field of
gastroimmunology  and has  published  numerous  articles  and book  chapters  in
various  leading  scientific  journals  and  textbooks.  He is also  currently a
director  of  Precision   Pharmaceuticals   and  PolaRx,   both   privately-held
biotechnology companies.

        Andrew J. Stein has been a member of the Genta Board of Directors  since
September  1997.  In addition,  he is President  of Benake  Corporation,  Equity
Partner  in  Metromedia  Asia and a member  of the  Board of  Directors  of News
Communications.  Mr. Stein is also a member of the New York State  Commission of
Privatization and the New York State Research Council on  Privatization.  He was
the  Chairman of the  Commission  for the Study of Youth Crime and  Violence and
Reform of the Juvenile  Justice System from 1993 to 1995.  From 1986 to 1993, he
was President of the Council, New York City. From 1978 to 1985, he was President
of the Borough of  Manhattan  and from 1969 to 1977,  he was a member of the New
York State Assembly where he served on the Health Committee and was appointed by
Governor  Nelson  Rockefeller  as Chairman of the Commission on Living Costs and
the Economy,  which reformed the nursing home industry in New York State. He was
also  Chairman  of the New  York  City  Commission  on  Public  Information  and
Communication,  and has been a Trustee of the New York City Employees Retirement
System and an ex officio  member of The Museum of The City of New York,  The New
York  Public  Library,  The  Metropolitan  Museum of Art and The Queens  Borough
Public Library.

         Harlan J.  Wakoff  has been a member of the  Genta  Board of  Directors
since  September  1997.  Mr.  Wakoff has been a Vice  President of the Media and
Entertainment  Investment Banking Group at ING Baring Furman Selz LLC since June
1996. 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.  Mr. Wakoff  received an M.B.A.  from The Wharton School at the
University  of  Pennsylvania  in May 1993 and a B.S.  in  accounting,  summa cum
laude, from the State University of New York at Albany.




                                                                               5

<PAGE>

         Glenn  L.  Cooper,  M.D.,  has  been a  member  of the  Genta  Board of
Directors  since  September  1997. He has also been  President,  Chief Executive
Officer and a director of Interneuron Pharmaceuticals, Inc. since May 1993. From
September 1992 to June 1994 Dr. Cooper was President,  Chief  Executive  Officer
and a director of Progenitor,  Inc. and is currently Chairman at Progenitor.  He
is also  Chairman  of  Intercardia,  Inc.,  Chairman  and  Acting  President  of
Transcell Technologies,  Inc. and a director of InterNutria,  Inc., all of which
are subsidiaries of Interneuron. In addition, Dr. Cooper serves as a director of
Aeolus  Pharmaceuticals,  Inc., a subsidiary  of  Intercardia.  Dr.  Cooper also
served as President and Chief Executive  Officer of Intercardia  from March 1994
to January 1995.  Prior to joining  Progenitor,  Dr.  Cooper was Executive  Vice
President  and Chief  Operating  Officer of Sphinx  Pharmaceuticals  Corporation
since August 1990.  Dr.  Cooper had been  associated  with Eli Lilly since 1985,
most  recently,  from June 1987 to July 1990,  as Director,  Clinical  Research,
Europe,  of Lilly  Research  Center  Limited;  from  October 1986 to May 1987 as
International  Medical  Advisor,  International  Research  Coordination of Lilly
Research Laboratories;  and from June 1985 to September 1986 as Medical Advisor,
Regulatory Affairs,  Chemotherapy Division at Lilly Research  Laboratories.  Dr.
Cooper received his M.D. from Tufts University School of Medicine, performed his
postdoctoral  training in Internal  Medicine and Infectious  Diseases at the New
England Deaconess Hospital and Massachusetts General Hospital and is a magna cum
laude graduate of Harvard College.

         Lawrence J.  Kessel,  M.D.,  FACP,  CMD, has been a member of the Genta
Board of Directors  since  September  1997. Dr. Kessel is a physician in private
practice in Philadelphia and a diplomate in both internal medicine and geriatric
medicine,  as well as a Fellow  of the  American  College  of  Physicians  and a
Certified  Medical  Director of  Long-Term  Nursing  Facilities.  Dr.  Kessel is
affiliated  with  Chestnut  Hill  Hospital,  Roxborough  Memorial  Hospital  and
Chestnut  Hill  Rehabilitation  Hospital and serves as a clinical  instructor at
Jefferson  Medical College.  He is also a medical director at Integrated  Health
Services  (IHS) and a staff  physician at Fairview  Paper Mill,  Green Acres Ivy
Hill and St.  Joseph's  Villa.  Dr.  Kessel  graduated  Magna Cum Laude from the
University of Pittsburgh  with a B.S. in 1975 and Temple  Medical School in 1980
with an M.D.  He  completed  his  residency  in  internal  medicine  at Abington
Memorial  Hospital in 1994. Dr. Kessel is a director of PolaRx, a privately-held
biotechnology company.

         Bobby W. Sandage,  Jr., Ph.D.,  has been a member of the Genta Board of
Directors since September 1997. Dr. Sandage joined Interneuron  Pharmaceuticals,
Inc. in November 1991 as Vice President,  Medical and Scientific Affairs.  Since
December 1995 he has been Executive Vice President, Research and Development and
Chief Scientific Officer of Interneuron.  From February 1989 to November 1991 he
held  management  positions  in  the  Cardiovascular  Research  and  Development
division of The DuPont Merck Pharmaceutical  Company.  From May 1985 to February
1989 he was affiliated with the Medical  Department of DuPont Critical Care. Dr.
Sandage  is an  adjunct  professor  in the  Department  of  Pharmacology  at the
Massachusetts  College of Pharmacy.  Dr. Sandage  received his Ph.D. in Clinical
Pharmacy from Purdue  University and his B.S. in Pharmacy from the University of
Arkansas.  Dr.  Sandage  is  a  director  of  Aeolus  Pharmaceuticals,  Inc.,  a
subsidiary of Intercardia, Inc.

        Donald G. Drapkin has ben a member of the Genta Board of Directors since
September  1997, and was Chairman of the Genta Board of Directors from September
1997 until  October 1998.  Mr.  Drapkin has been a director and Vice Chairman of
MacAndrews & Forbes  Holdings,  Inc. and various of its  affiliates  since March
1987. Prior to joining MacAndrews & Forbes, Mr. Drapkin was a partner in the law
firm of Skadden,  Arps, Meagher & Flom in New York for more than five years. Mr.
Drapkin  also is a director of the  following  corporations  which file  reports
pursuant  to  the  Securities   Exchange  Act  of  1934:  Algos   Pharmaceutical
Corporation,   Anthracite  Capital,  Inc.,  BlackRock  Asset  Investors,  Cardio
Technologies,  Inc., The Molson Companies,  Playboy  Enterprises,  Inc., Revlon,
Inc.,  Revlon Consumer  Products  Corporation,  VIMRx  Pharmaceuticals  Inc. and
Weider Nutrition International, Inc.

         Michael S. Weiss has been Vice Chairman of the Genta Board of Directors
since May 1997.  Mr. Weiss is currently the President and CEO of  eOncology.com,
Inc., an Internet-based  cancer information company. From 1993 until April 1999,
Mr. Weiss was Senior Managing Director of Paramount Capital, Inc., an investment
banking firm, and served in a similar capacity for certain affiliated  entities.
Prior to that, Mr. Weiss was an attorney with Cravath, Swaine & Moore. Mr. Weiss
also serves on the Board of Directors of



                                                                               6

<PAGE>

Palatin Technologies, Inc. and AVAX Technologies, Inc., as Secretary of Atlantic
Pharmaceuticals,  Inc.  and as  Chairman  of the  Board  of  Procept  Inc.,  all
publicly-traded biotechnology companies.  Additionally, Mr. Weiss is a member of
the board of directors of several  privately-held  biopharmaceutical  companies.
Mr. Weiss received his J.D. from Columbia University School of Law and a B.S. in
Finance from the State University of New York at Albany.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section  16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  requires  each  director  and each  executive  officer of the
Company  and each  holder  of more  than 10% of the  outstanding  shares  of the
Company's Common Stock to file with the Securities and Exchange  Commission (the
"Commission") an initial statement of ownership and, as required, a statement of
changes in ownership of equity  securities  of the Company.  Each such person is
required by  Commission  regulations  to furnish the Company with a copy of each
Section  16(a)  statement it files with respect to the Company.  Based solely on
its review of copies of filed Section  16(a)  statements,  the Company  believes
that during 1998 all  directors  and  executive  officers of the Company and all
holders of more than 10% of the outstanding shares of Common Stock complied with
the requirements of the Section 16(a) of the Exchange Act


ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

        The following table sets forth  information  concerning the compensation
of  the  following  executive  officers  (collectively,   the  "Named  Executive
Officers") for each of the Company's last three fiscal years.

<TABLE>
<CAPTION>

                                  Summary Compensation Table
                                                                                                       Long-Term
                                                Annual Compensation                               Compensation Awards
                           --------------------------------------------------------------      -------------------------

Name and                                                                 Other Annual            Securities Underlying
Principal Position           Year          Salary ($)       Bonus ($)    Compensation                 Options (#)
------------------           ----          ----------       ---------    ------------                 -----------
<S>                        <C>             <C>              <C>          <C>                     <C>    

Thomas H. Adams, Ph.D.       1998       $109,034(1)            --             --                            --
Chairman of the Board and    1997        285,000(1)            --             --                       100,000(2)
Chief Executive Officer      1996        285,000(3)            --             --                         2,799(3)
Kenneth G. Kasses, Ph.D.     1998        300,000          100,000(4)          --                                       
President and                             62,500(4)                                                  2,236,263
Chief Executive Officer                                                                                     --
Robert E. Klem, Ph.D.        1998         168,731             --              --                            --
Vice President               1997         170,000(5)          --              --                            --
                             1996         155,000(3)          --           2,580(6)                        853(3)

</TABLE>


(1)     Dr. Adams resigned as Chief Executive  Officer and Chairman of the Board
        and a Director on May 5, 1997.  Pursuant to a severance  and  consulting
        agreements  with the Company,  the Company agreed to continue to pay Dr.
        Adams'  salary  at the  then-current  rate of  $285,000  per  year for a
        one-year period,  agreed to continue  eligibility for coverage under the
        Company's  health  insurance  plan for a  one-year  period and agreed to
        grant options to purchase 100,000 shares of Common Stock  exercisable at
        $3.00 per share (100% of the fair  market  value of such stock on May 5,
        1997) as consideration for consulting services of at least 24 days.

(2)     See  Footnote 1 above.  These  options  were granted to Dr. Adams in May
        1998.



                                                                               7

<PAGE>

(3)     Options  were  granted  to the  named  officers  during  the year  ended
        December  31,  1996 to  compensate  them for  accepting  deferral of the
        payment of a portion of base  salary in 1995 and 1996.  The  portions of
        salaries so  deferred  are  included in the 1996 salary  figures in this
        table,  consisting  of  $11,875  and  $6,458  for Drs.  Adams  and Klem,
        respectively.

(4)     Salary  payments  commenced  on October 1, 1997.  See  "Compensation  of
        President and Chief Executive Officer," below.

(5)     This  amount  does not  include  the  payment in 1997 of the full salary
        amounts deferred from 1995 and 1996, as discussed in Footnote 3 above.

(6)     Represents payment for an insurance policy covering Dr. Klem.


Compensation of Directors

        Directors of the Company receive no fees for their services as directors
or committee members.  Non-employee  directors are reimbursed by the Company for
their  out-of-pocket  expenses  incurred in  attending  meetings of the Board of
Directors and its  committees  and receive  annual grants of stock options under
the  Company's  1991 Stock Option  Plan.  Pursuant to the  Company's  1998 Stock
Incentive Plan, employee directors are eligible for stock options.

Compensation of the President and Chief Executive Officer

        Pursuant to a Letter Agreement, dated September 4, 1997, between Michael
Weiss,  then the Interim  Chairman of the Board of the Company,  and Dr.  Kasses
(the "Letter Agreement"), Dr. Kasses was appointed President and Chief Executive
Officer  of  the  Company,   effective   October  1,  1997,   subject  to  Board
ratification. Among other items, the Letter Agreement provided the following:

        1. Dr. Kasses would receive a base salary of $300,000 per annum, subject
to semi-annual  review commencing on October 1, 1998. In the event Dr. Kasses is
terminated  without cause or terminates  his  employment  for cause,  Dr. Kasses
would become entitled to receive this amount as severance for one year following
such  termination,  subject to  set-off  for  amounts  earned  from  alternative
employment.  At the end of Dr. Kasses' first year of employment, he would become
entitled to a bonus of  $100,000,  assuming he is then  employed by the Company.
Dr.  Kasses  would also be entitled to an  additional  bonus of up to  $100,000,
subject to achievement of agreed-upon milestones.

        2. Dr.  Kasses  would be  entitled to  receive,  subject to  stockholder
approval,  a grant of stock options to purchase 5% of the fully  diluted  Common
Stock of the Company  outstanding  as of an  agreed-upon  date,  with  quarterly
vesting over four years (assuming continued employment).

        3. Dr. Kasses and his dependents  would receive such medical,  long-term
disability,  life insurance and such other health  benefits as the Company makes
available to its other senior officers and directors.

        The  Letter  Agreement   contemplated   that  these  and  certain  other
provisions would be incorporated into an employment agreement between Dr. Kasses
and the  Company.  This has not yet  occurred.  At the end of his first  year of
employment, Dr. Kasses received the bonus contemplated in the Letter Agreement

Compensation Committee Interlocks and Insider Participation

        For the Company's  fiscal year ended  December 31, 1997, the Company had
no Compensation  Committee.  By resolution  dated January 29, 1998, the Board of
Directors  appointed a  Compensation  Committee  consisting  of Glenn L. Cooper,
Andrew J. Stein,  and Michael S. Weiss.  None of the members of the Compensation
Committee had any "interlock" relationship to report during the Company's fiscal
year ended December 31, 1998.



                                                                               8

<PAGE>

        See "Business--Genta  Jago" and "Directors and Executive Officers of the
Registrant--Certain Relationships and Related Transactions" for a description of
certain  arrangements  between the Company and Genta Jago.  Michael S. Weiss,  a
director of the Company, is a managing director of Genta Jago.

Pension and Long-Term Incentive Plans

        The Company has no pension or long-term incentive plans.

Option Grants in the Last Fiscal Year

        The following table sets forth certain information  concerning grants of
stock options made during fiscal 1998 to the following Named Executive Officer:


<TABLE>
<CAPTION>

                                   Option Grants in Last Fiscal Year                                                         

                                           INDIVIDUAL GRANTS                                                                 
                                   ----------------------------------                                                           

                                         PERCENTAGE                                      POTENTIAL REALIZABLE  VALUE
                         NUMBER OF        OF TOTAL                                       AT ASSUMED ANNUAL RATES OF
                        SECURITIES        OPTIONS         EXERCISE                         STOCK PRICE APPRECIATION
                        UNDERLYING       GRANTED TO        PRICE       EXPIRA-                FOR OPTION TERMS(1)
                          OPTIONS       EMPLOYEES IN        PER          TION     
                          GRANTED       FISCAL YEAR        SHARE       DATE(1)         0%           5%          10%
                          --------      -----------       -------      -------      -------      --------     ------
<S>                       <C>           <C>               <C>          <C>          <C>          <C>          <C>

Kenneth G. Kasses...     2,236,263         78.8%         $0.94375      9/30/07     $474,647   $3,437,738  $5,474,024

</TABLE>

---------------

(1)  The amounts shown on this table represent  hypothetical gains that could be
     achieved for the  respective  options if exercised at the end of the option
     term.  These gains are based on assumed rates of stock  appreciation  of 5%
     and 10%,  compounded  annually  from the date the  respective  options were
     granted to their  expiration  date.  The gains  shown are net of the option
     exercise price,  but do not include  deductions for taxes or other expenses
     associated  with the  exercise.  Actual  gains,  if any,  on  stock  option
     exercises will depend on the future  performance  of the Common Stock,  the
     optionholder's continued employment through the option period, and the date
     on which the options are exercised.


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

        The following table sets forth certain information concerning the number
and value of unexercised options held by each of the Named Executive Officers on
December 31, 1998:





                                                                               9

<PAGE>

<TABLE>
<CAPTION>

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

                                                      Number of
                                                     Securities               Value of
                                                     Underlying              Unexercised
                                                     Unexercised            In-the-Money
                                                     Options at              Options at
                                                 Fiscal Year End(#)     Fiscal Year End($)(1)
                                                 ------------------     ---------------------

                      Shares Acquired     Value
Name                  On Exercise (#)  Realized ($)       Exercisable   Unexercisable  Exercisable   Unexercisable
----                  ---------------  ------------       -----------   -------------  -----------   -------------
<S>                   <C>                                 <C>           <C>            <C>           <C>           

Thomas H. Adams, Ph.D.             --            --            82,877       17,123(2)       --            --

Kenneth G. Kasses, Ph.D.           --            --           279,533    1,956,730       $94,272

Robert E. Klem, Ph.D.              --            --             5,353        --             --          

</TABLE>


(1)     Calculated  on the  basis of the  fair  market  value of the  underlying
        securities  as of  December  31,  1998  ($1.281  per  share),  minus the
        exercise price.

(2)     Does not include options to purchase 100,000 shares of Common Stock that
        were granted to Dr. Adams in May 1998 pursuant to a consulting  services
        agreement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND
          MANAGEMENT

        The following  table sets forth  information  as of April 20, 1999 as to
shares of Common Stock beneficially owned by (i) the Company's  directors,  (ii)
the Company's  executive  officers named in the Summary  Compensation  Table set
forth herein,  (iii) the  directors  and executive  officers of the Company as a
group and (iv) each person  known by the Company to be the  beneficial  owner of
more than five  percent of the  outstanding  shares of the  Common  Stock of the
Company.  As of April  20,  1999,  each  share of Series A  Preferred  Stock was
convertible at the option of the holder into approximately 7.43 shares of Common
Stock and each share of Series D Preferred Stock is convertible at the option of
the holder into approximately  105.96 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 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  conversion into Common Stock.  The conversion  price of the
Series A and the Series D  Preferred  Stock and the  numbers of shares of Common
Stock issuable upon conversion  thereof may be adjusted in the future,  based on
the provisions in the Certificate of Incorporation, as amended.




                                                                              10

<PAGE>

<TABLE>
<CAPTION>

                                        Common Stock                Series D Preferred Stock
                                        ------------                ------------------------
<S>                            <C>                     <C>       <C>                   <C>

                               Amount and Nature of             Amount and Nature of             
Name and Address of                 Beneficial       Percent of      Beneficial       Percent of
Beneficial Owner                   Ownership(1)        Class        Ownership(1)        Class

CERTAIN BENEFICIAL
HOLDERS;

Lindsay A. Rosenwald, M.D.         24,032,930 (2)       69.7%(3)        102,247 (2)      59.8%
787 Seventh Avenue 
New York, NY  10019
Paramount Capital Asset            21,166,537 (4)       66.9%(3)         76,415 (4)      52.6%
Management, Inc.
787 Seventh Avenue
New York, NY  10019
United Congregations Mesora         1,159,600 (5)        7.1%            10,000 (5)       6.9%
c/o Aetna Realty
1 State Street Plaza
New York, NY  10004
Attn:  Chana Adelstein

MANAGEMENT:

Michael S. Weiss                      703,939 (6)        4.4%             6,084 (6)       4.1%
Robert E. Klem, Ph.D.                  28,711 (7)        0.2%                 0            .0%
Lawrence J. Kessel, M.D.               57,115 (8)        0.4%               250 (8)       0.2%
Peter Salomon, M.D.                    28,625 (9)        0.2%                 0            .0%
Glenn L. Cooper, M.D.                 126,563(10)        0.8%                 0            .0%
Donald G. Drapkin                     253,125(11)        1.6%                 0            .0%
Kenneth G. Kasses, Ph.D.              838,599(12)        5.2%                 0            .0%
Bobby W. Sandage, Jr., Ph.D.          126,563(13)        0.8%                 0            .0%
Andrew J. Stein                        28,125(14)        0.2%                 0            .0%
Harlan J. Wakoff                       28,125(15)        0.2%                 0            .0%

All directors and executive         1,625,356            9.7%             6,334           4.2%
officers as a group (10 persons)



(1)     The  number of  shares  beneficially  owned is  determined  under  rules
        promulgated by the  Commission,  and the  information is not necessarily
        indicative of beneficial  ownership for any other  purpose.  Under those
        rules,  beneficial  ownership  includes  any  shares  as  to  which  the
        individual has sole or shared voting power or investment  power and also
        any shares which the  individual has the right to acquire within 60 days
        of April 20,  1999,  through  the  exercise or  conversion  of any stock
        option,  convertible  security,  warrant or other right.  The  inclusion
        herein of those shares, however, does not constitute an


</TABLE>

                                                                              11

<PAGE>

        admission that the named stockholder is a direct or indirect  beneficial
        owner of those shares. Unless otherwise indicated, each person or entity
        named in the table has sole voting power and investment power (or shares
        that  power with that  person's  spouse)  with  respect to all shares of
        capital stock listed as owned by that person or entity. The Common Stock
        represented  here includes the Common Stock that the beneficial  holders
        would directly  possess if they converted their Series D Preferred Stock
        holdings, set forth under the "Series D Preferred Stock" caption.

(2)     Dr.  Rosenwald may be deemed to have shared voting and investment  power
        over the 21,166,537  shares of Common Stock,  250,800 shares of Series A
        Preferred  Stock and 76,415 shares of Series D Preferred  Stock that may
        be  deemed  to  be  beneficially   owned  by  Paramount   Capital  Asset
        Management,  Inc.  ("Paramount"),  of which  Dr.  Rosenwald  is the sole
        stockholder.  See footnote 4 below.  In addition,  Dr.  Rosenwald may be
        deemed to have sole  voting  and  investment  power  over  approximately
        2,866,393  shares of Common Stock that he may be deemed  beneficially to
        own,  consisting  of  approximately  1,951,801  shares of  Common  Stock
        issuable upon  conversion of 18,420 shares of Series D Preferred  Stock,
        which are themselves  issuable upon exercise of warrants,  92,101 shares
        of Common Stock issuable upon exercise of warrants, which are themselves
        issuable  upon  exercise of  warrants,  785,429  shares of Common  Stock
        issuable upon  conversion  of 7,412 shares of Series D Preferred  Stock,
        which are  themselves  issuable  upon  exercise of warrants,  and 37,062
        shares of Common Stock  issuable  upon  exercise of warrants,  which are
        themselves  issuable  upon  exercise of warrants.  Dr.  Rosenwald may be
        deemed to have sole voting and investment  power over the  approximately
        25,832  shares of Series D Preferred  Stock  issuable  upon  exercise of
        warrants that are listed in the preceding sentence.

(3)     The Series D Preferred  Stock is entitled to vote with the Common  Stock
        on all matters submitted to a vote of Genta stockholders.  Dr. Rosenwald
        may be deemed  beneficially  to own  (within  the  meaning of Rule 13d-3
        under the  Exchange  Act)  57.5% of the  aggregate  voting  power of the
        outstanding  shares  of  Common  Stock  and  Series D  Preferred  Stock.
        Similarly,  Paramount  may be  deemed  beneficially  to own 54.4% of the
        aggregate  voting  power of the  outstanding  shares of Common Stock and
        Series D Preferred Stock.

(4)     Paramount may be deemed to have shared voting and investment  power over
        the 7,009,767  and  14,156,770  shares of Common  Stock,  and 70,100 and
        180,700 shares of Series A Preferred Stock,  respectively,  which may be
        deemed to be  beneficially  owned by The Aries Domestic Fund,  L.P. (the
        "Aries Domestic  Fund"),  a limited  partnership,  and The Aries Fund, a
        Cayman  Islands Trust (the "Aries  Trust"),  for which  Paramount is the
        General Partner and Investment  Advisor,  respectively.  As of April 20,
        1998 Paramount may be deemed to own beneficially the following shares of
        Common Stock held by the Aries Trust:  3,351,192 shares of Common Stock;
        1,341,832  shares of Common Stock  issuable  upon  conversion of 180,700
        shares of Series A Preferred  Stock;  5,194,172  shares of Common  Stock
        issuable upon  conversion of 49,020 shares of Series D Preferred  Stock;
        and  4,302,074  shares of Common  Stock  issuable  upon the  exercise of
        warrants.  Paramount  may be deemed to own  beneficially  the  following
        shares of Common Stock held by the Aries Domestic Fund: 1,393,399 shares
        of Common Stock; 520,545 shares of Common Stock issuable upon conversion
        of 70,100 shares of Series A Preferred Stock; 2,796,821 shares of Common
        Stock  issuable  upon  conversion of 26,395 shares of Series D Preferred
        Stock;  and 2,316,502  shares of Common Stock  issuable upon exercise of
        warrants.  Paramount  may also be  deemed  the  beneficial  owner of the
        26,395  shares of Series D  Preferred  Stock held by the Aries  Domestic
        Fund and the 49,020 shares of Series D Preferred Stock held by the Aries
        Trust.

(5)     United  Congregations Mesora owns beneficially 10,000 shares of Series D
        Preferred  Stock (which are  convertible  into  approximately  1,059,600
        shares of Common  Stock) and Class D Warrants  to  purchase up to 50,000
        shares of Common Stock.

(6)     Mr. Weiss's beneficial ownership consists of approximately 15,894 shares
        of Common  Stock  issuable  upon  conversion  of 150  shares of Series D
        Preferred Stock;  7,434 shares of Common Stock issuable upon exercise of
        warrants;  approximately  125,749  shares of Common Stock  issuable upon
        conversion



                                                                              12

<PAGE>

        of approximately  1,187 shares of Series D Preferred Stock issuable upon
        exercise of  warrants;  and  options to purchase up to 28,125  shares of
        Common Stock. In addition,  Mr. Weiss may be deemed to be the beneficial
        owner of 503,002  shares of Common Stock  issuable  upon  conversion  of
        4,747  shares of Series D  Preferred  Stock  issuable  upon  exercise of
        warrants,  and 23,735  shares of Common Stock  issuable upon exercise of
        warrants,  that are held by an entity of which Mr. Weiss is the managing
        member.

(7)     Dr.  Klem's  beneficial  ownership  consists of 23,358  shares of Common
        Stock and  options  to  purchase  5,353  shares of  Common  Stock.  This
        includes 1,875 shares held for Dr. Klem's children in trust, as to which
        Dr.  Klem has shared  voting  and  investment  power,  and 150 shares of
        Common  Stock  owned  by Dr.  Klem's  wife,  as to  which  he  disclaims
        beneficial ownership.

(8)     Dr.  Kessel's  beneficial  ownership  consists of 250 shares of Series D
        Preferred Stock (which are convertible into approximately  26,490 shares
        of Common  Stock),  warrants to  purchase  up to 2,500  shares of Common
        Stock, and options to purchase up to 28,125 shares of Common Stock.

(9)     Dr.  Salomon's  beneficial  ownership  consists  of 500 shares of Common
        Stock and options to purchase up to 28,125 shares of Common Stock.

(10)    Dr.  Cooper's  beneficial  ownership  consists  entirely  of  options to
        purchase Common Stock.

(11)    Mr.  Drapkin's  beneficial  ownership  consist  entirely  of  options to
        purchase Common Stock.

(12)    Dr.  Kasses'   beneficial  ownership  consist  entirely  of  options  to
        purchase Common Stock.

(13)    Dr.  Sandage's  beneficial  ownership  consist  entirely  of  options to
        purchase Common Stock.

(14)    Mr. Stein's beneficial ownership consist entirely of options to purchase
        Common Stock.

(15)    Mr.  Wakoff's  beneficial  ownership  consist  entirely  of  options  to
        purchase Common Stock.


Compensation Committee Report to Stockholders on Compensation

Overview
--------

        The Company seeks to achieve three  objectives which serve as guidelines
in making compensation decisions:

o       Providing  a  total  compensation  package  which  is  competitive  and,
        therefore,  enables the  Company to attract  and retain,  on a long-term
        basis, high-caliber executive personnel;

o       Integrating  compensation  programs  with the Company's  short-term  and
        long-term strategic plan and business objectives; and

o       Encouraging  achievement  of  business  objectives  and  enhancement  of
        stockholder value by providing executive  management long-term incentive
        through equity ownership.

        In making its compensation determinations, the Compensation Committee of
the Board of Directors has relied, in part, on independent  surveys and analyses
of management  compensation of executives of companies in the  biotechnology and
pharmaceutical  industries  (including  companies  in the Nasdaq  Pharmaceutical
Stock Index used in the  Company's  Stock Price  Performance  Graph set forth in
this  Annual  Report  on  Form  10-K  and  recommendations  of  management.  The
Compensation Committee believes it has established executive compensation levels
that are  competitive  with companies in the  biotechnology  and  pharmaceutical
industries



                                                                              13

<PAGE>

when taking into account relative company size, stage of development, individual
responsibilities  and experience,  individual and overall corporate  performance
and geographic location.

Compensation of Executive Compensation
--------------------------------------

        The Company's  potential  therapeutic  products are in various stages of
research  and  development,  and no  revenues  have as yet been  generated  from
therapeutic  product  sales.  As a result,  the use of  traditional  performance
standards,  such as corporate profitability,  are not believed to be appropriate
in  the  evaluation  of  the  performance  of  the  Company  or  its  individual
executives.  The compensation of the Company's  executive  officers is based, in
substantial  part,  on the  achievement  of  individual  and  overall  corporate
objectives. Such objectives are established and modified as necessary to reflect
changes in market conditions and other factors. Individual and overall corporate
performance is measured by reviewing  whether these  corporate  objectives  have
been achieved.

        The  Company's  compensation  package for executive  officers  generally
consists of annual cash  compensation and long-term  compensation in the form of
stock  options.  In light of the Company's  stage of  development,  considerable
emphasis is placed on equity-based compensation in an effort to preserve cash to
finance the Company's research and development efforts.

Annual Cash Compensation
------------------------

        Compensation  levels for the Company's executive officers are determined
in  part  through  comparisons  with  companies  of a  similar  size,  stage  of
development  and level of complexity  in the  biotechnology  and  pharmaceutical
industries,  and other companies with which the Company  competes for personnel.
In addition,  the  compensation  level for each  executive  officer  reflects an
evaluation  of the  responsibilities  required  for  each  respective  position,
individual  experience  levels,  and individual  performance  and  contributions
toward achievement of the Company's business objectives. The compensation levels
for the Company's  executive  officers are designed to be  competitive  within a
range that the Compensation Committee or the Board of Directors determines to be
reasonable  in light of the  aforementioned  factors.  The salary levels of each
executive  officer are reviewed on an annual basis and  adjustments  are made as
deemed necessary.

Stock Options
-------------

        The  Compensation  Committee  believes  that by providing  all full-time
employees,   including  executive  officers  who  have  responsibility  for  the
management  and growth of the Company,  with an  opportunity to obtain an equity
interest in the Company,  the best interests of  stockholders  and its employees
will  be  closely  aligned.  Accordingly,  all  full-time  employees,  including
executive  officers,  are eligible to receive  stock option  grants from time to
time,  giving them the right to purchase shares of the Company's Common Stock at
a specified price.

Compensation of Executive Officers
----------------------------------

        In making  compensation  decisions for 1998, the Compensation  Committee
into account the  Company's  limited  cash  resources,  its  weakened  financial
condition, the general financial performance of the Company during 1997 and 1998
and the  importance of retaining the Company's  cash to finance its  development
programs.  The  Compensation  Committee  also  considered  the importance to the
Company of  retaining  highly  qualified  key  personnel  due to the complex and
technologically  sophisticated  nature of the  Company's  business.  In light of
these factors,  the only bonus compensation awarded to any executive officer was
to Dr. Kenneth G. Kasses,  in accordance  with his employment  agreement when he
was hired as the  Company's  President  and Chief  Executive  Officer  effective
October 1, 1997. See  "Compensation  of President and Chief Executive  Officer,"
above.

        This Compensation  Report shall not be deemed  incorporated by reference
by any general  statement  incorporating by reference this Annual Report on Form
10-K into any filing under the Securities Act of 1933, as



                                                                              14

<PAGE>

amended,   or  under  the  Exchange  Act,  except  to  the  extent  the  Company
specifically  incorporates this report by reference,  and shall not otherwise be
deemed filed under such Acts.

                                            Glenn L. Cooper, M.D.

                                            Andrew J. Stein

                                            Michael S. Weiss


Stock Price Performance Graph

        The following graph illustrates a comparison of the five-year cumulative
total  stockholder  return (change in stock price plus reinvested  dividends) of
the  Company's  Common  Stock  with the CRSP Total  Return  Index for The Nasdaq
National Market (U.S. and Foreign) (the "Nasdaq  Composite  Index") and the CRSP
Total Return Index for Nasdaq Pharmaceutical Stocks (the "Nasdaq  Pharmaceutical
Index").  The  comparisons  in the  graph  are  required  by the SEC and are not
intended to forecast or be  indicative  of possible  future  performance  of the
Company's Common Stock.

                                [GRAPHIC OMITTED]




                                                                              15

<PAGE>

<TABLE>
<CAPTION>

                       December 31,  December 31,  December 31, December 31,  December 31,  December 31,
                           1993          1994          1995         1996          1997          1998
<S>                    <C>           <C>           <C>          <C>            <C>            <C>

Genta Incorporated.......   $100.00      $69.49        $30.51        $5.93         $1.06         $1.74
Nasdaq Composite.........    100.00       75.26        138.04       138.47        142.98        183.02
Nasdaq Pharmaceutical /1/    100.00       97.00        136.23       186.79        203.98        281.69

</TABLE>

        Assumes a $100  investment on December 31, 1993 in each of the Company's
Common Stock,  the securities  comprising the Nasdaq  Composite  Index,  and the
securities comprising the Nasdaq Pharmaceutical Index.

-------------------------
/1/     The Nasdaq  Pharmaceutical Index includes all companies on Nasdaq within
SIC  code  283.  A copy of the  list  of  companies  that  comprise  the  Nasdaq
Pharmaceutical   Index  may  be  obtained  upon  request  by  contacting   Genta
Incorporated,  Investor  Relations,  99 Hayden  Avenue,  Suite  200,  Lexington,
Massachusetts 02421, Tel. (781) 860-5150.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In February 1991, in connection with the acquisition of JBL, the Company
assumed a lease between JBL and Granada Associates,  and a lease between JBL and
and Sueldo Associates. Drs. Lauren Brown and Robert E. Klem are each Managers of
Granada Associates and General Partners of Sueldo Associates.  Dr. Brown is also
Vice President of the Company and  Vice-President of JBL, and Dr. Klem is also a
director  and the Vice  President  of the Company  and a director  and the Chief
Financial  Officer and  Secretary of JBL. The  aggregate  monthly  payment under
these leases for April 1999 was $34,828.

        Michael Weiss is a managing director of Genta Jago Technologies B.V. See
"Business--Genta Jago."

        During 1998 and through March of 1999,  the Company  rented office space
from  Interneuron  Pharmaceuticals,  Inc.  on a  month-to-month  basis at $600 a
month.  The Company and Interneuron  Pharmaceuticals,  Inc. entered into a lease
effective April 1, 1999, pursuant to which the Company rents approximately 2,300
square  feet of office  space.  The rent  under  this lease is $3,621 per month,
subject to a standard  escalation clause. The lease has a term of two years. Dr.
Glenn L.  Cooper is a director  and  President  and Chief  Executive  Officer of
Interneuron  Pharmaceuticals,  and Dr. Bobby W. Sandage,  Jr., is Executive Vice
President, Research and Development, and Chief Scientific Officer of Interneuron
Pharmaceuticals. Drs. Cooper and Sandage are also directors of the Company.



                                                                              16

<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
April 30, 1998.

                               Genta Incorporated

                               /s/ Kenneth G. Kasses
                               ------------------------------
                               Kenneth G. Kasses, Ph.D.
                               President, Principal Executive Officer and
                               Director


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

<TABLE>
<CAPTION>

Signature                                 Capacity                              Date
---------                                 --------                              ----

<S>                                      <C>                                    <C>    

/s/ Kenneth G. Kasses                     President, Principal Executive        April __, 1999
---------------------------------------   Officer and Chairman of the Board
Kenneth G. Kasses, Ph.D                   of Directors


/s/ Robert E. Klem                        Vice President and Director           April __, 1999
---------------------------------------
Robert E. Klem, Ph.D


/s/ Gerald M. Schimmoeller                Principal Accounting Officer,         April __, 1999
---------------------------------------   Principal Financial Officer,
Gerald M. Schimmoeler                     Vice President
                                          


/s/ Glenn L. Cooper                       Director                              April __, 1999
---------------------------------------
Glenn L. Cooper, M.D.


/s/ Donald G. Drapkin                     Director                              April __, 1999
---------------------------------------
Donald G. Drapkin


/s/ Lawrence J. Kessel                    Director                              April __, 1999
---------------------------------------
Lawrence J. Kessel, M.D.


/s/ Peter Salomon                         Director                              April __, 1999
---------------------------------------
Peter Salomon, M.D.


/s/ Bobby W. Sandage, Jr.                 Director                              April __, 1999
---------------------------------------
Bobby W. Sandage, Jr., Ph.D.




                                                                              17

<PAGE>

/s/ Andrew J. Stein                       Director                              April __, 1999
---------------------------------------
Andrew J. Stein


/s/ Harlan J. Wakoff                      Director                              April __, 1999
---------------------------------------
Harlan J. Wakoff


/s/ Michael S. Weiss                      Director                              April __, 1999
---------------------------------------
Michael S. Weiss

</TABLE>




                                                                              18