<PAGE>
================================================================================

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

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)

                       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, 2001

[ ]   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 [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 or any amendment to this
Form 10-K. [ ]

   The approximate aggregate market value of the voting common equity held by
non-affiliates of the registrant was $432,263,101 as of April 25, 2002. For
purposes of determining this number, 33,359,401 shares of common stock held by
affiliates are excluded. For purposes of making this calculation, the registrant
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 April 25, 2002, the registrant had 66,661,643 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") (i) to report Part III information in lieu of the incorporation of
such information by reference to our definitive proxy material for our 2002
Annual Meeting of Shareholders and (ii) to amend certain portions of Footnote
No. 13 under the headings "Grants to Non-Employees - 1998 Plan" and "1998
Non-Employee Directors' Plan" in Item 8 (Notes to Consolidated Financial
Statements) of Part II of the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on April 1, 2002 (as amended by Amendment
No. 1 thereto) to make certain immaterial changes for consistency with the
reported executive compensation information contained herein.

   Part III

   Item 10.  Directors and Executive officers of the Registrant.

<TABLE>
<CAPTION>
   Name                        Age      Position
   ----                        ---      --------
<S>                            <C>      <C>
   Raymond P. Warrell, Jr.,    52       Chairman of the Board of Directors,
   M.D.                                 President and CEO
   Alfred J. Fernandez         53       Executive Vice President, Chief
                                        Financial Officer and Secretary
   Loretta M. Itri, M.D.       52       Executive Vice President, Clinical
                                        Research and Development, and Chief
                                        Medical Officer
   Bruce A. Williams           47       Senior Vice President, Sales and
                                        Marketing
   Robert E. Klem, Ph.D.       57       Vice President and Chief Technical
                                        Officer
   Betsy McCaughey, Ph.D. (1)  53       Director
   Marc C. Rogers, M.D.        59       Director
   Daniel D. VonHoff, M.D. (2) 54       Director
   Harlan J. Wakoff (1) (2)    35       Director
   Douglas G. Watson           57       Director
   Michael S. Weiss (2)        36       Director
   Patrick J. Zenner (1)       55       Director
</TABLE>


(1)  Member of the Audit Committee of the Board of Directors

(2)  Member of the Compensation Committee of the Board of Directors


      RAYMOND P. WARRELL, JR., M.D., 52, has been President, Chief Executive
Officer and a member of the Board of Directors of the Company since December
1999 and Chairman since January 2001.  From 1980 to 1999, he 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, and he was previously a consultant to the Company.  He was a
co-founder and chairman of the scientific advisory board of PolaRx
Biopharmaceuticals, Inc., manufacturers of arsenic trioxide, a drug for the
treatment of acute promyelocytic leukemia.  He is also founder and chairman of
Relgen LLC, a privately held pharmaceutical company.  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.  Dr. Warrell is married to Dr. Itri.

      ALFRED J. FERNANDEZ, 53, joined the Company in July 2001 as Executive Vice
President, Chief Financial Officer and Secretary. Most recently, he was Senior
Vice President and CFO of MetroCom, Inc., a wireless telecommunications company.
From 1989-1998, he served as Senior Vice President and Chief Financial Officer
of NABI (Nasdaq: NABI), a global biopharmaceutical company. While at NABI, Mr.
Fernandez revamped that company's capital structure through substantial public
offerings of equity and convertible debt securities, structured and assimilated
a $127 million biopharmaceutical merger, and negotiated bank lines of credit and
construction
<PAGE>
financings for headquarters and manufacturing facilities. Previously, Mr.
Fernandez held positions as Executive Vice President and CFO at Chattahoochee
Financial Corporation, a multi-bank holding company, and as a Senior Manager at
Price Waterhouse.

      LORETTA M. ITRI, M.D., F.A.C.P., 52, has been Executive Vice President,
Clinical Research and Development, and Chief Medical Officer since March 2001.
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(TM). 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.

      BRUCE A. WILLIAMS, 47, has been Senior Vice President for Sales and
Marketing since March 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(TM), 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(TM) (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.

      ROBERT E. KLEM, PH.D., 57, 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., 53, 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 as 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., 54, has been a member of the Company's
Board of Directors since January 2000.  Dr. Von Hoff is Director of the Arizona
Cancer Center and a professor at the University of Arizona College of Medicine.
Dr. Von Hoff was President of the American Association for Cancer Research from
1999 through 2000.  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.
He is a founder of the Institute for Drug Development, and co-founder, Director
and Chief of the Board of Scientific Advisors of Ilex Oncology, Inc.  Dr. Von
Hoff has served as a consultant to a number of biopharmaceutical companies
engaged in oncology drug development.  He has published more than 450 papers,
120 book chapters, and 750 abstracts.

      HARLAN J. WAKOFF, 35, has been a member of the Company's Board of
Directors since September 1997.  Mr. Wakoff has been a Vice President in the
Mergers & Acquisitions Group at Chase Securities, Inc. since June 1999.
Previously Mr. Wakoff was a Vice President of the Media and Entertainment
Investment Banking Group at ING Baring Furman Selz LLC from June 1996 to May
1999.  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.
<PAGE>
      DOUGLAS G. WATSON, 57, has been a member of the Company's Board of
Directors since April 2002.  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 FTC.  Mr. Watson
elected to take early retirement from Novartis in May 1999. Mr. Watson currently
serves as a director on the boards of Engelhard Corporation and  Dendreon
Corporation, as well as a number of privately held Biotech companies.  He has
also served as a member of the Board and acting CEO of ValiGen, Inc.  Mr. Watson
holds a M.A. degree from Churchill College, Cambridge University, and is a
member of the Chartered Institute of Management Accountants.

      MICHAEL S. WEISS, 36, has been Vice Chairman of the Company's Board of
Directors since May 1997.  Mr. Weiss is currently the Chairman and CEO of Access
Oncology, Inc., a cancer-focused oncology development and marketing company.
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.  Mr. Weiss also serves on the Board of Directors of
Paligent Inc. and Healthcare Integrated Services, Inc.

      PATRICK J. ZENNER, 55, 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. and Dendrite
International, Inc.  He has also served as a member of the Board and the
Executive Committee of both the Pharmaceutical Research and Manufacturers
Association (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, 2001, 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. Marc C. Rogers filed
a Form 5 in February of 2002 to remedy the failure to file a Form 5 for fiscal
years ended December 31, 1999 and 2000 with respect to one transaction in each
year. Daniel D. VonHoff filed a Form 5 in February of 2002 to remedy the failure
to file a Form 5 for fiscal year ended December 31, 2000, with respect to two
transactions in that year. Harlan J. Wakoff filed a Form 5 in February of 2002
to remedy the failure to file a Form 5 for fiscal year ended December 31, 2000
with respect to one transaction in that year. Michael S. Weiss filed a Form 5 in
February of 2002 to remedy the failure to file a Form 5 for the fiscal year
ended December 31, 2000, with respect to one transaction in that year. All of
the transactions mentioned above were the granting of stock options by the
Company to the director.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
<PAGE>
      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, 2001 (the "Named
Executive Officers").


<TABLE>
<CAPTION>
                                                                                            Long-Term Compensation
                                                    Annual 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.       2001       $325,000      $100,000       $18,037 (3)          300,000(5)
   Chairman, President and          2000        325,000       100,000        18,144 (2)               --
   Chief Executive Officer          1999         42,083(1)         --            --            4,763,262(4)


Alfred J. Fernandez                 2001        101,141(7)     46,000        52,323 (8)          200,000(9)
   Executive Vice President,
   Chief Financial Officer and
   Secretary

Loretta M. Itri, M.D.               2001        201,807(10)    79,500        11,179 (11)         300,000(12)
   Executive Vice President,
   Clinical Research and
   Development, and Chief
   Medical Officer

Bruce A. Williams                   2001        161,125(13)    39,000            --              150,000(14)
   Senior Vice President, Sales
   And Marketing

Robert E. Klem, Ph.D.               2001        204,000        24,700            --              632,353(6)
   Vice President and Chief
   Technical Officer
</TABLE>

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

(1)   Dr. Warrell became the President and Chief Executive Officer of the
      Company effective on December 1, 1999.  See "Compensation of the President
      and Chief Executive Officer" below.

(2)   Includes $6,500 for auto allowance and $11,644 for life insurance.

(3)   Includes $6,000 for auto allowance and $12,037 for life insurance.

(4)   Represents options to purchase Common Stock, some of which are contingent
      upon the occurrence of future events, granted to Dr. Warrell pursuant to
      his current employment agreement. See "Compensation of the President and
      Chief Executive Officer" below. Excludes 300,000 options approved by the
      Board of Directors in March 2001 for milestones achieved in the year 2000.

(5)   Represents 300,000 options approved by the Board of Directors in March
      2001 for milestones achieved in the year 2000 and excludes 300,000 options
      approved by the Board of Directors in January 2002 for milestones achieved
      in the year 2001.

(6)   Represents various option grants issued since start of employment and
      excludes 15,000 options approved in January 2002 as part of 2001 annual
      bonus and 12,000 shares held by Dr. Klem's children's individual
      retirement accounts.

(7)   Mr. Fernandez receives a base salary of $230,000 per annum, which was
      prorated during 2001.

(8)   Represents reimbursement for relocation expenses incurred.
<PAGE>
(9)   Represents options issued upon employment and excludes 50,000 options
      approved in January 2002 as part of 2001 annual bonus.

(10)  Dr. Itri receives a base salary of $265,000 per annum, which was prorated
      during 2001.

(11)  Represents life insurance.

(12)  Represents options issued upon employment and excludes 40,000 options
      approved in January 2002 as part of 2001 annual bonus.

(13)  Mr. Williams receives a base salary of $195,000 per annum, which was
      prorated during 2001.

(14)  Represents options issued upon employment and excludes 35,000
      options approved in January 2002 as part of 2001 annual bonus.

STOCK OPTIONS

      The following table sets forth certain information concerning grants of
stock options made during 2001 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)        21.6%          $ 7.969       Jan. 1, 2011     $2,572,374
Alfred J. Fernandez                    200,000 (3)        14.4%           11.490      July 24, 2011      1,499,183
Loretta M. Itri, M.D.                  300,000 (4)        21.6%            5.730      Mar. 28, 2011      2,834,256
Bruce A. Williams                      150,000 (5)        10.8%            6.656       Mar. 5, 2011      1,359,663
</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 69%, an expected term of exercise of
      four to five years, a range of risk free interest rates of 4% 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 March 2001 for milestones achieved in the year 2000 and
      excludes 300,000 options approved by the Compensation Committee of the
      Board of Directors in January 2002 for milestones achieved in the year
      2001.

(3)   Represents options issued upon employment and excludes 50,000 options
      approved in January 2002 as part of 2001 annual bonus.

(4)   Represents options issued upon employment and excludes 40,000 options
      approved in January 2002 as part of 2001 annual bonus.
<PAGE>
(5)   Represents options issued upon employment and excludes 35,000 options
      approved in January 2002 as part of 2001 annual bonus.

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, 2001 and with respect to the unexercised options held by the
Named Executive Officers as of December 31, 2001:


<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            --             --       3,448,969       1,614,293       $39,476,368       $17,200,342
Alfred J. Fernandez                     --             --              --         200,000                --           548,000
Loretta M. Itri, M.D                    --             --              --         300,000                --         2,550,000
Bruce A. Williams                       --             --              --         150,000                --         1,136,100
Robert E. Klem, Ph.D               120,750       $871,915         617,353          15,000         8,122,446            93,450
</TABLE>


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

(1)   Calculated on the basis of the market value of the underlying securities
      as of December 31, 2001 ($14.23 per share), minus the exercise price, and
      excludes options approved in January 2002 as part of 2001 annual bonus.
<PAGE>
EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                         Number of securities
                                                                                       remaining available for
                              Number of securities to be       Weighted-average        future issuance under equity
                               issued upon exercise of        exercise price of             compensation plans
                                outstanding options,         outstanding options,          (excluding securities
       Plan category             warrants and rights          warrants and rights      reflected in the first column)
       -------------             -------------------          -------------------      ------------------------------
<S>                           <C>                             <C>                      <C>
Equity compensation plans
approved by security                  9,576,290                      $3.89                        1,178,850
holders
Equity Compensation Plans
not approved by security
holders(1)
</TABLE>

(1)  None.

EMPLOYMENT AGREEMENTS

      Pursuant to an employment agreement dated as of October 28, 1999 between
the Company and Dr. Warrell, Dr. Warrell was appointed the President and Chief
Executive Officer of the Company, effective on December 1, 1999. Under his
employment 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 his employment agreement) or Dr. Warrell terminates
his employment for good reason (as defined in his employment 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
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.

      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 which was the NASDAQ
closing price on March 28, 2001 ($5.73) and a signing bonus of $50,000, which
the Company elected to issue in the form of restricted common stock on April 28,
2001 ($8.34). 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 Genasense((TM))
compound by the U.S. Food and Drug Administration.

      Pursuant to an employment agreement, dated as of July 24, 2001, between
the Company and Mr. Fernandez, Mr. Fernandez was appointed the Executive Vice
President and Chief Financial Officer of the Company. The agreement has an
initial term of four years. The agreement provides for a base annual salary of
$230,000, which was prorated for 2001. The agreement also provides for a
guaranteed minimum first year bonus of 20% of his base salary, a grant of stock
options vesting over a period of four years to purchase 200,000 shares of the
Company's Common Stock at an exercise price equal to which was the NASDAQ
closing price on July 24, 2001 ($11.49). The agreement also provides for a grant
to Mr. Fernandez on December 31, 2001 of non-qualified stock options vesting
over a period of four years to purchase an additional 50,000 shares of Common
Stock at an exercise price equal to the NASDAQ closing
<PAGE>
price of Common Stock on January 24, 2002 ($13.70). The agreement also provides
that Mr. Fernandez shall be granted stock options for up to an additional 50,000
shares of the Company's Common Stock in the event certain milestones are
achieved.

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, 2001.

PENSION AND LONG-TERM INCENTIVE PLANS

      The Company maintains the Genta Incorporated Savings and Retirement Plan
(the "Genta 401(k) Plan"). In January 2001, the Board of Directors approved
Company matching contributions of 100% on the first 4% and 50% of the next 2% of
eligible employee contributions to the Genta 401(k) Plan. The Company has no
other pension or long-term incentive plans.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS

      The following table sets forth as of April 25, 2002 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 April 25, 2002, each share of Series A Preferred
Stock was convertible at the option of the holder into approximately 7.1573
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 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.                  3,678,240 (3)                 5.2%
           Alfred J. Fernandez                                5,000 (11)                   *
           Loretta M. Itri, M.D.                             66,995 (6)                    *
           Bruce A. Williams                                 44,500 (12)                   *
           Robert E. Klem, Ph.D.                            569,353 (4)                    *
           Betsy McCaughey, Ph.D.                            28,001 (4)                    *
           Marc C. Rogers, M.D. (10)                        870,001 (4)                 1.3%
           Daniel D. Von Hoff, M.D.                          88,334 (4)                    *
           Harlan J. Wakoff                                 201,667 (4)                    *
           Douglas G. Watson                                     --                        *
           Michael S. Weiss                                 796,439 (5)                 1.2%
           Patrick J. Zenner                                  6,667 (4)                    *
           Lindsay A. Rosenwald, M.D.                    30,424,783 (8)                42.0%
           787 Seventh Avenue
           New York, NY  10019
           Paramount Capital Asset                       27,004,204 (9)                37.3%
           Management, Inc.
           787 Seventh Avenue
           New York, NY  10019
           All Directors and Executive Officers as        6,355,197 (7)                 8.8%
           a group
</TABLE>
<PAGE>
-----------------------

 *    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
      Securities and Exchange Commission and generally includes voting or
      investment power with respect to securities. Shares of Common Stock
      subject to options exercisable within 60 days of April 25, 2002 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 20,800 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
      3,647,440 shares of Common Stock issuable upon exercise of currently
      exercisable stock options. Excludes 1,000 shares of Common Stock held by
      Dr. Warrell's wife's Individual Retirement Account and 5,995 shares of
      Common Stock held by Dr. Warrell's wife issued as a hiring bonus. Dr.
      Warrell disclaims beneficial ownership of such shares. In addition,
      pursuant to Dr. Warrell's employment agreement, he has been granted
      options to purchase 5,063,262 shares of the Company's Common Stock, which
      excludes 300,000 options approved by the Compensation Committee of the
      Board of Directors in January 2002 for milestones achieved in the year
      2001.

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

(5)   Consists of 601,438 shares of Common Stock, and 195,001 shares of Common
      Stock issuable upon exercise of currently exercisable stock options.

(6)   Consists of 6,995 shares of Common Stock and 60,000 shares of Common
      Stock issuable upon exercise of currently exercisable stock options.
      Excludes 20,800 shares of Common Stock held by Dr. Itri's husband's
      Individual Retirement Account and 10,000 shares held by a privately held
      corporation, of which Dr. Itri's husband is the majority stockholder. Dr.
      Itri disclaims beneficial ownership of such shares.

(7)   Includes 5,703,964 shares issuable upon exercise of currently exercisable
      stock options and 651,233 shares of Common Stock.

(8)   Dr. Rosenwald may be deemed to have shared voting and investment power
      over the 27,004,204 shares of Common Stock, which includes 250,800 shares
      of Series A Preferred Stock (which are convertible into 1,795,051 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. See Footnote 9 below. In addition, Dr. Rosenwald may
      be deemed to have sole voting and investment power over 3,420,579 shares
      of Common Stock, consisting of 3,261,896 shares of Common Stock issuable
      upon conversion of 25.83 Unit Purchase Options relating to warrants issued
      in June 1997, and 158,683 shares of Common Stock issuable upon exercise of
      certain warrants issued in December 1999.

(9)   Paramount may be deemed to have shared voting and investment power over:
      (i) 8,156,156 shares Common Stock held by the Aries Select I, LLC, (ii)
      17,018,279 shares of Common Stock held by the Aries Select Limited, a
      Cayman Islands trust, (iii) 1,829,769 shares of Common Stock held by the
      Aries Select II, LLC, (iv) 76,813 shares of Series A Preferred Stock
      (convertible into 549,774 shares of Common Stock) held by the Aries Select
      I, LLC, (v) 158,082 shares of Series A Preferred Stock (convertible into
      1,131,440 shares of Common Stock) held by the Aries Select Limited, (vi)
      15,905 shares of Series A Preferred Stock (convertible into 113,837 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.

(10)  Marc C. Rogers, M.D. will serve as a Director until June 20, 2002, but
      will not stand for reelection.

(11)  Consists of shares of Common Stock.

(12)  Consists of 7,000 shares of Common Stock and 37,500 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 II

ITEM 8.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

13. EMPLOYEE BENEFIT PLANS

Grants to Non-Employees - 1998 Plan

     In connection with the JBL Agreement in May 1999 and pursuant to a related
lease termination agreement, the Company granted stock options to acquire
450,000 shares of common stock, to the owners of the building previously leased
to JBL, some of whom were also employees of JBL. Those options are accounted for
pursuant to guidelines in SFAS No. 123, using the Black-Scholes method and had
an approximate value of $1.0 million, which was charged against the gain on the
sale of JBL. In addition, a total of 245,500 options were granted to employees
of JBL upon the closing of the sale of JBL, in connection with an ongoing
service arrangement between Promega and the Company. These options were
accounted for pursuant to SFAS No. 123 using the Black-Scholes method. The
Company recorded $.529 million and $1.175 million of deferred compensation
relative to these JBL options in 2000 and 1999, respectively, and amortized
$.948 million and $.757 million as non-cash equity related compensation expense
in 2000 and 1999, respectively.

     In 1999, the Company also granted 50,000 options to purchase common stock
to certain consultants and advisors to the Company, for which the Company
recorded a total of $.033 million and $.136 million in deferred compensation in
2000 and 1999, respectively, of which $.069 million and $.100 million was
amortized as non-cash equity related compensation expense in 2000 and 1999,
respectively, as accounted for pursuant to SFAS 123 and EITF 96-18.

     In 2001, the Company also granted 50,000 options to purchase common stock
to members of Genta's Scientific Advisory Board, for which the Company recorded
a total of $3.049 million in deferred compensation, of which $.257 million was
amortized as non-cash equity related compensation expense. Summary information
with respect to the Company's 1998 Stock Plan is as follows:

<TABLE>
<CAPTION>
                                                                                           WEIGHTED
                                                                                            AVERAGE
                                                                         SHARES UNDER   EXERCISE PRICE
    1998 PLAN                                                               OPTION         PER SHARE
    ---------                                                            ------------   --------------
    <S>                                                                    <C>               <C>
    BALANCE AT DECEMBER 31, 1998.....................................      2,836,263         $0.94
      Granted........................................................      7,428,750          2.42
      Exercised......................................................        (44,000)         0.95
      Canceled.......................................................       (618,131)         0.94
                                                                            ---------       ------
    BALANCE AT DECEMBER 31, 1999.....................................       9,602,882         2.08
      Granted........................................................         558,362         7.09
      Exercised......................................................        (461,067)        1.81
      Canceled.......................................................          (3,750)        2.41
                                                                            ---------       ------
    BALANCE AT DECEMBER 31, 2000.....................................       9,696,427         2.39
      Granted........................................................       1,392,300         8.56
      Exercised......................................................      (2,363,983)        1.29
      Canceled.......................................................        (429,500)        2.94
                                                                           ----------       ------
    BALANCE AT DECEMBER 31, 2001.....................................       8,295,244       $.3.71
                                                                           ==========       ======
</TABLE>

     At December 31, 2001, options to purchase approximately 4,957,271 shares of
common stock were exercisable at a weighted average exercise price of
approximately $2.57 per share and 935,706 shares of common stock were available
for grant or sale under the Plan.

     1998 Non-Employee Directors' Plan

     Pursuant to the Company's Non-Employee Directors' 1998 Stock Plan as
amended (the "Directors' Plan"), 2,900,000 shares have been provided for the
grant of stock options to non-employee members of the Board of Directors.
Options under the Directors' Plan have a term of up to ten years and must be
granted at not less than the fair market value on the date of grant. Each
director shall be granted 6,667 options for

<PAGE>


each Board of Directors meeting they attend in person, with a maximum of 20,000
options granted to each director. Each option granted shall become exercisable
in full on the date of grant.

     In May 1998, the Company granted stock options to purchase 1,725,000 shares
of common stock, subject to shareholder approval, which was received in July
1998. As a result of an increase in the stock price between May and July 1998,
the Company recorded deferred compensation of $.366 million, of which $.124
million and $.153 million was amortized as non-cash equity related compensation
expense in 2000 and 1999, respectively.

     In March 2000, four members of the Company's Board of Directors resigned.
The Company accelerated the vesting of their outstanding options and extended
the exercise period for one year. As a result, the Company recognized $6.610
million in non-cash equity related compensation expense.

     In March 2000, the Company granted to a Company Director, 25,000 options
with an exercise price below the market value of the Company's common stock on
the date of grant. The Company recorded total deferred compensation of $.052
million attributable to the intrinsic value of these options, of which $.001
million and $.051 million was amortized as non-cash equity related compensation
expense in 2001 and 2000, respectively.

     The Company's directors were granted stock options to purchase a total of
170,769, 450,000 and 350,000 shares of common stock in 2001, 2000 and 1999,
respectively, with an exercise price equal to the fair market value of the
common stock on the date of grant.

     Summary information with respect to the Company's 1998 Non-Employee
Director's Plan is as follows:

<TABLE>
<CAPTION>
                                                                                         WEIGHTED
                                                                                          AVERAGE
                                                                       SHARES UNDER   EXERCISE PRICE
1998 DIRECTORS' PLAN                                                      OPTION         PER SHARE
--------------------                                                   ------------   --------------
<S>                                                                      <C>             <C>
BALANCE AT DECEMBER 31, 1998........................................     1,725,000       $ 0.94
  Granted...........................................................       350,000         2.88
  Exercised.........................................................            --           --
  Canceled..........................................................            --           --
                                                                         ---------       ------
BALANCE AT DECEMBER 31, 1999........................................     2,075,000         1.26
  Granted...........................................................       450,000         8.37
  Exercised.........................................................      (871,887)        1.17
  Canceled..........................................................       (32,813)        0.94
                                                                         ---------       ------
BALANCE AT DECEMBER 31, 2000........................................     1,620,300         3.30
  Granted...........................................................       170,769        10.70
  Exercised.........................................................      (501,400)        1.33
  Canceled..........................................................            --           --
                                                                         ---------       ------
BALANCE AT DECEMBER 31, 2001........................................     1,289,669       $ 5.01
                                                                         =========       ======
</TABLE>

     At December 31, 2001, options granted under the Directors' Plan to purchase
approximately 1,216,669 shares of common stock were exercisable at a weighted
average exercise price of approximately $4.64 per share and 243,144 shares of
common stock were available for grant or sale under the Directors' Plan.

     In 1999, a total of 7,778,750 options were granted pursuant to the 1998
Plan and the 1998 Directors Plan, of which 1,570,500 were granted at fair market
value with a weighted average grant date fair value of $1.37 per share, and
6,208,250 were granted below fair market value with a weighted average grant
date fair value of $1.87 per share. In 2000, a total of 1,008,362 options were
granted pursuant to the 1998 Plan and the 1998 Directors Plan, of which 928,362
were granted at fair market value with a weighted average grant date fair value
of $7.76 per share, and 80,000 were granted below fair market value with a
weighted average grant date fair value of 8.49 per share. In 2001, a total of
1,563,069 options were granted pursuant to the 1998 Plan and the 1998 Directors
Plan, of which 1,513,069 were granted at fair market value with a weighted
average grant date fair value of $8.53 per share, and 50,000 were granted below
fair market value with a weighted average grant date fair value of $6.64 per
share.


<PAGE>


    An analysis of all options outstanding as of December 31, 2001 is presented
below:

<TABLE>
<CAPTION>
                                                                                              WEIGHTED
                                                         WEIGHTED                             AVERAGE
                                                         AVERAGE     WEIGHTED                 EXERCISE
                                                        REMAINING    AVERAGE                   PRICE
                                             OPTIONS     LIFE IN     EXERCISE     OPTIONS    OF OPTIONS
 RANGE OF PRICES                           OUTSTANDING    YEARS       PRICE     EXERCISABLE  EXERCISABLE
 ---------------                           -----------  ---------    --------   -----------  -----------
<S>       <C>                               <C>            <C>        <C>        <C>           <C>
 $ 0.88 - $ 0.94.........................   1,357,132      7.01       $ 0.93     1,294,632     $ 0.94
 $ 2.03 - $ 3.25.........................   5,740,750      7.52         2.60     4,115,500       2.64
 $ 5.63 - $ 9.90.........................   1,988,318      9.01         7.72       710,807       8.05
 $10.20- $17.50..........................     486,071      9.55        13.39        40,371      13.85
 $20.63 - $25.00.........................       4,019      3.59        22.66         4,019      22.86
                                            ---------      ----       ------     ---------     ------
                                            9,576,290      9.66       $ 3.89     6,165,329     $ 6.05
                                            =========      ====       ======     =========     ======
</TABLE>

<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
29th day of April 2002.

                                        Genta Incorporated


                                        /s/  RAYMOND P. WARRELL, JR., M.D.
                                        ----------------------------------
                                        Raymond P. Warrell, Jr., M.D.
                                        Chairman, President, 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, President, Chief      April 29, 2002
---------------------------------       Executive Officer and
Raymond P. Warrell, Jr., M.D.           Principal Executive Officer


/s/ ALFRED J. FERNANDEZ                 Principal Financial and         April 29, 2002
---------------------------------       Accounting Officer and
Alfred J. Fernandez                     Executive Vice President


/s/ BETSY MCCAUGHEY, PH.D.              Director                        April 29, 2002
---------------------------------
Betsy McCaughey, Ph.D.


/s/ MARC C. ROGERS, M.D.                Director                        April 29, 2002
---------------------------------
Marc C. Rogers, M.D.


/s/ DANIEL D. VON HOFF, M.D.            Director                        April 29, 2002
---------------------------------
Daniel D. Von Hoff, M.D.


/s/ HARLAN J. WAKOFF                    Director                        April 29, 2002
---------------------------------
Harlan J. Wakoff


/s/ DOUGLAS G. WATSON                   Director                        April 29, 2002
---------------------------------
Douglas G. Watson


/s/ MICHAEL S. WEISS                    Director                        April 29, 2002
---------------------------------
Michael S. Weiss


/s/ PATRICK J. ZENNER                   Director                        April 29, 2002
---------------------------------
Patrick J. Zenner
</TABLE>