As filed with the Securities and Exchange Commission on January 6, 2000.
                                                           Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                               GENTA INCORPORATED
             (Exact name of registrant as specified in its charter)

       Delaware                                                 33-0326866
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


                           99 Hayden Avenue, Suite 200
                       Lexington, Massachusetts 02421-7966
                    (Address of Principal Executive Offices)
                           --------------------------

                               GENTA INCORPORATED
                 NON-EMPLOYEE DIRECTORS' 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)


                             Gerald M. Schimmoeller
                             Chief Financial Officer
                               Genta Incorporated
                           99 Hayden Avenue, Suite 200
                       Lexington, Massachusetts 02421-7966
                     (Name and Address of Agent for Service)


                                 (781) 860-5150
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy to:

                              Monica C. Lord, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------------
                                                          Proposed Maximum           Proposed Maximum
 Title of Securities to be      Amount to be              Offering Price Per         Aggregate Offering         Amount of
        Registered               Registered                    Share                     Price             Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                        <C>                        <C>                        <C>
Common Stock (par value          1,725,000 shares(1)        $0.94                      $8,438,600               $2,228
$0.001  per share)               350,000 shares(2)          $2.875
                                 925,000 shares             $6.282(3)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents  shares which were issued  pursuant to the Plan on May 28, 1998.
(2)  Represents shares which were issued pursuant to the Plan on July 13, 1999.

<PAGE>

(3)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  average of the high and low prices  reported  by the
     Nasdaq SmallCap Market of The Nasdaq Stock Market on January 3, 2000, which
     is within  five (5)  business  days prior to the date of this  Registration
     Statement.

                                      -2-
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (1)      The Registrant's  Annual Report on Form 10-K, as amended,  for
the fiscal year ended December 31, 1998;

         (2)      The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
quarterly periods ended March 31, 1999, June 30, 1999 and September 30, 1999;

         (3)      The Registrant's  Current Reports on Form 8-K and 8-K/A, filed
on January 6, 1999, February 12, 1999, April 21, 1999, April 28, 1999, April 29,
1999,  May 3, 1999,  May 11, 1999,  May 18, 1999,  May 21, 1999,  July 20, 1999,
August 11, 1999 and November 12, 1999;

         (4)      The Registrant's  Registration  Statement on Form S-1 filed on
November  4,  1991,  the  Exchange  Act,  which  contains a  description  of the
Registrant's  Common  Stock,  including  any  amendment  or report filed for the
purpose of updating such description; and

         (5)      All documents  subsequently  filed by the Registrant  with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment to the  Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Amended and Restated  Certificate of  Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A


                                      -3-
<PAGE>


Delaware  corporation  may indemnify  directors  and/or officers in an action or
suit by or in the right of the  corporation  under the same  conditions,  except
that no  indemnification  is permitted without judicial approval if the director
or officer is  adjudged  to be liable to the  corporation.  Where a director  or
officer is  successful  on the merits or  otherwise in the defense of any action
referred  to above,  the  corporation  must  indemnify  him or her  against  the
expenses which such director or officer actually and reasonably incurred.

         The  Registrant's  Amended and Restated  Certificate  of  Incorporation
provides for the  indemnification of directors and officers of the Registrant to
the fullest extent permitted by the DGCL.

         The  Registrant  maintains  liability  insurance  for each director and
officer for certain  losses  arising  from claims or charges  made  against them
while acting in their capacities as directors or officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.

               Exhibit Number       Description
               --------------       -----------

                    4.1             Amended   and   Restated    Certificate   of
                                    Incorporation      of     the     Registrant
                                    (incorporated by reference to Exhibit 3(i).1
                                    to the  Annual  Report  on Form 10-K for the
                                    fiscal year ended  December 31,  1995,  File
                                    No. 019635).

                    4.2             Amended   and   Restated   By-laws   of  the
                                    Registrant  (incorporated  by  reference  to
                                    Exhibit 3(ii).1 to the Annual Report on Form
                                    10-K for the fiscal year ended  December 31,
                                    1998, File No. 019365).

                    5               Opinion of Kramer  Levin  Naftalis & Frankel
                                    LLP regarding  legality of securities  being
                                    registered (including consent).

                    23.1            Consent of Deloitte & Touche LLP.

                    23.2            Consent of Deloitte & Touche Experta Ltd.

                    23.3            Consent of Ernst & Young LLP.

                    23.4            Consent of Kramer  Levin  Naftalis & Frankel
                                    LLP (see Exhibit Number 5 above).

Item 9.    Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities  Act  of  1933  (the  "Securities  Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities  at the time
shall be deemed to be the initial bona fide offering thereof.

                                      -4-
<PAGE>

             (3)  To  remove  from   registration  by  means  of  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


                                      -5-
<PAGE>


                                   SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Lexington,  Commonwealth of  Massachusetts,  on this
29th day of December, 1999.


                                            GENTA INCORPORATED


                                            By:  /s/ GERALD M. SCHIMMOELLER
                                               ------------------------------
                                            Name:    Gerald M. Schimmoeller
                                            Title:   Vice President and Chief
                                                     Financial Officer

             Pursuant to the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                               Title(s)           Date
     ---------                               --------           ----

 /s/ RAYMOND P. WARRELL, JR.            President, Chief     December 29 , 1999
-----------------------------           Executive Officer
Raymond P. Warrell, Jr., M.D.           and Director

 /s/ MARK C. ROGERS                     Chairman of the      December 29, 1999
-----------------------------           Board of Directors
Mark C. Rogers, M.D.

 /s/ GERALD M. SCHIMMOELLER             Vice President and   December 29, 1999
-----------------------------           Chief Financial
Gerald M. Schimmoeller                  Officer (Principal
                                        Financial and
                                        Accounting Officer)


 /s/ GLENN L. COOPER                    Director             December 29, 1999
-----------------------------
Glenn L. Cooper, M.D.


 /s/ DONALD G. DRAPKIN                  Director             December 29, 1999
-----------------------------
Donald G. Drapkin


 /s/ KENNETH G. KASSES                  Director             December 23, 1999
-----------------------------
Kenneth G. Kasses, Ph.D.


 /s/ LAWRENCE J. KESSEL                 Director             December 23, 1999
-----------------------------
Lawrence J. Kessel, M.D.


 /s/                                    Director
-----------------------------
Robert E. Klem, Ph.D.


 /s/ PETER SALOMON                      Director             December 22, 1999
-----------------------------
Peter Salomon, M.D.


 /s/ BOBBY W. SANDAGE, JR.              Director             December 29, 1999
-----------------------------
Bobby W. Sandage, Jr., Ph.D.


 /s/ HARLAN J. WAKOFF                   Director             December 29, 1999
-----------------------------
Harlan J. Wakoff


 /s/ MICHAEL S. WEISS                   Director             December 29, 1999
-----------------------------
Michael S. Weiss


                                      -6-
<PAGE>


                Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Lexington,  Commonwealth
of Massachusetts, on December 29, 1999.

    Signature                              Title(s)
    ---------                              --------

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


 /s/ MARK C. ROGERS                    Chairman of the Board of Directors
-----------------------------
Mark C. Rogers, M.D.


 /s/ GLENN L. COOPER                   Director
-----------------------------
Glenn L. Cooper, M.D.


 /s/ DONALD G. DRAPKIN                 Director
-----------------------------
Donald G. Drapkin


 /s/ KENNETH G. KASSES                 Director
-----------------------------
Kenneth G. Kasses, Ph.D.


 /s/ LAWRENCE J. KESSEL                Director
-----------------------------
Lawrence J. Kessel, M.D.


 /s/                                   Director
-----------------------------
Robert E. Klem, Ph.D.


 /s/ PETER SALOMON                     Director
-----------------------------
Peter Salomon, M.D.


 /s/ BOBBY W. SANDAGE, JR.             Director
-----------------------------
Bobby W. Sandage, Jr., Ph.D.


 /s/ HARLAN J. WAKOFF                  Director
-----------------------------
Harlan J. Wakoff

 /s/ MICHAEL S. WEISS                  Director
-----------------------------
Michael S. Weiss


                                      -7-
<PAGE>

                                  EXHIBIT INDEX

        Exhibit Number               Description
        --------------               -----------

           4.1            Amended and Restated  Certificate of  Incorporation of
                          the Registrant  (incorporated  by reference to Exhibit
                          3(i).1  to the  Annual  Report  on Form  10-K  for the
                          fiscal year ended December 31, 1995, File No. 019635).

           4.2            Amended  and  Restated   By-laws  of  the   Registrant
                          (incorporated  by reference to Exhibit  3(ii).1 to the
                          Annual  Report on Form 10-K for the fiscal  year ended
                          December 31, 1998, File No. 019365).

           5              Opinion  of  Kramer  Levin   Naftalis  &  Frankel  LLP
                          regarding  legality  of  securities  being  registered
                          (including consent).

           23.1           Consent of Deloitte & Touche LLP.

           23.2           Consent of Deloitte & Touche Experta Ltd.

           23.3           Consent of Ernst & Young LLP.

           23.4           Consent of Kramer  Levin  Naftalis & Frankel  LLP (see
                          Exhibit Number 5 above).


                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20182}]
{"company-data": {"conformed-name": "GENTA INCORPORATED /DE/", "cik": "0000880643", "assigned-sic": "2836", "irs-number": "330326866", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94185", "film-number": "502666"}, "business-address": {"street1": "99 HAYDEN AVE", "street2": "SUITE 200", "city": "LEXINGTON", "state": "MA", "zip": "02421", "phone": "7818605150"}, "mail-address": {"street1": "99 HAYDEN AVE", "street2": "SUITE 200", "city": "LEXINGTON", "state": "MA", "zip": "02421"}}
As filed with the Securities and Exchange Commission on January 6, 2000.
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                               GENTA INCORPORATED
             (Exact name of registrant as specified in its charter)

       Delaware                                                 33-0326866
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                           99 Hayden Avenue, Suite 200
                       Lexington, Massachusetts 02421-7966
                    (Address of Principal Executive Offices)
                           --------------------------

                               GENTA INCORPORATED
                 NON-EMPLOYEE DIRECTORS' 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                             Gerald M. Schimmoeller
                             Chief Financial Officer
                               Genta Incorporated
                           99 Hayden Avenue, Suite 200
                       Lexington, Massachusetts 02421-7966
                     (Name and Address of Agent for Service)

                                 (781) 860-5150
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy to:

                              Monica C. Lord, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------------
                                                          Proposed Maximum           Proposed Maximum
 Title of Securities to be      Amount to be              Offering Price Per         Aggregate Offering         Amount of
        Registered               Registered                    Share                     Price             Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock (par value          1,725,000 shares(1)        $0.94                      $8,438,600               $2,228
$0.001  per share)               350,000 shares(2)          $2.875
                                 925,000 shares             $6.282(3)
---------------------------------------------------------------------------------------------------------------------------
(1)  Represents  shares which were issued  pursuant to the Plan on May 28, 1998.
(2)  Represents shares which were issued pursuant to the Plan on July 13, 1999.
(3)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  average of the high and low prices  reported  by the
     Nasdaq SmallCap Market of The Nasdaq Stock Market on January 3, 2000, which
     is within  five (5)  business  days prior to the date of this  Registration
     Statement.

                                      -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  Registration
Statement the following documents:

         (1)      The Registrant's  Annual Report on Form 10-K, as amended,  for
the fiscal year ended December 31, 1998;

         (2)      The  Registrant's  Quarterly  Reports  on  Form  10-Q  for the
quarterly periods ended March 31, 1999, June 30, 1999 and September 30, 1999;

         (3)      The Registrant's  Current Reports on Form 8-K and 8-K/A, filed
on January 6, 1999, February 12, 1999, April 21, 1999, April 28, 1999, April 29,
1999,  May 3, 1999,  May 11, 1999,  May 18, 1999,  May 21, 1999,  July 20, 1999,
August 11, 1999 and November 12, 1999;

         (4)      The Registrant's  Registration  Statement on Form S-1 filed on
November  4,  1991,  the  Exchange  Act,  which  contains a  description  of the
Registrant's  Common  Stock,  including  any  amendment  or report filed for the
purpose of updating such description; and

         (5)      All documents  subsequently  filed by the Registrant  with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment to the  Registration  Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interest of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         Reference  is  made  to  Section  102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  The  Registrant's  Amended and Restated  Certificate of  Incorporation
contains provisions permitted by Section 102(b)(7) of the DGCL.

         Reference  is made to  Section  145 of the DGCL which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided such  director,  officer,  employee or agent acted in good
faith and in a manner he  reasonably  believed  to be in or not  opposed  to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceedings, had no reasonable cause to believe that his conduct was unlawful. A

                                      -3-
Delaware  corporation  may indemnify  directors  and/or officers in an action or
suit by or in the right of the  corporation  under the same  conditions,  except
that no  indemnification  is permitted without judicial approval if the director
or officer is  adjudged  to be liable to the  corporation.  Where a director  or
officer is  successful  on the merits or  otherwise in the defense of any action
referred  to above,  the  corporation  must  indemnify  him or her  against  the
expenses which such director or officer actually and reasonably incurred.

         The  Registrant's  Amended and Restated  Certificate  of  Incorporation
provides for the  indemnification of directors and officers of the Registrant to
the fullest extent permitted by the DGCL.

         The  Registrant  maintains  liability  insurance  for each director and
officer for certain  losses  arising  from claims or charges  made  against them
while acting in their capacities as directors or officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.

               Exhibit Number       Description
               --------------       -----------

                    4.1             Amended   and   Restated    Certificate   of
                                    Incorporation      of     the     Registrant
                                    (incorporated by reference to Exhibit 3(i).1
                                    to the  Annual  Report  on Form 10-K for the
                                    fiscal year ended  December 31,  1995,  File
                                    No. 019635).

                    4.2             Amended   and   Restated   By-laws   of  the
                                    Registrant  (incorporated  by  reference  to
                                    Exhibit 3(ii).1 to the Annual Report on Form
                                    10-K for the fiscal year ended  December 31,
                                    1998, File No. 019365).

                    5               Opinion of Kramer  Levin  Naftalis & Frankel
                                    LLP regarding  legality of securities  being
                                    registered (including consent).

                    23.1            Consent of Deloitte & Touche LLP.

                    23.2            Consent of Deloitte & Touche Experta Ltd.

                    23.3            Consent of Ernst & Young LLP.

                    23.4            Consent of Kramer  Levin  Naftalis & Frankel
                                    LLP (see Exhibit Number 5 above).

Item 9.    Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities  Act  of  1933  (the  "Securities  Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities  at the time
shall be deemed to be the initial bona fide offering thereof.

                                      -4-
(3)  To  remove  from   registration  by  means  of  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

             The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                      -5-
SIGNATURES

             Pursuant to the  requirements  of the  Securities  Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Lexington,  Commonwealth of  Massachusetts,  on this
29th day of December, 1999.

                                            GENTA INCORPORATED

                                            By:  /s/ GERALD M. SCHIMMOELLER
                                               ------------------------------
                                            Name:    Gerald M. Schimmoeller
                                            Title:   Vice President and Chief
                                                     Financial Officer

             Pursuant to the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     Signature                               Title(s)           Date
     ---------                               --------           ----

 /s/ RAYMOND P. WARRELL, JR.            President, Chief     December 29 , 1999
-----------------------------           Executive Officer
Raymond P. Warrell, Jr., M.D.           and Director

 /s/ MARK C. ROGERS                     Chairman of the      December 29, 1999
-----------------------------           Board of Directors
Mark C. Rogers, M.D.

 /s/ GERALD M. SCHIMMOELLER             Vice President and   December 29, 1999
-----------------------------           Chief Financial
Gerald M. Schimmoeller                  Officer (Principal
                                        Financial and
                                        Accounting Officer)

 /s/ GLENN L. COOPER                    Director             December 29, 1999
-----------------------------
Glenn L. Cooper, M.D.

 /s/ DONALD G. DRAPKIN                  Director             December 29, 1999
-----------------------------
Donald G. Drapkin

 /s/ KENNETH G. KASSES                  Director             December 23, 1999
-----------------------------
Kenneth G. Kasses, Ph.D.

 /s/ LAWRENCE J. KESSEL                 Director             December 23, 1999
-----------------------------
Lawrence J. Kessel, M.D.

 /s/                                    Director
-----------------------------
Robert E. Klem, Ph.D.

 /s/ PETER SALOMON                      Director             December 22, 1999
-----------------------------
Peter Salomon, M.D.

 /s/ BOBBY W. SANDAGE, JR.              Director             December 29, 1999
-----------------------------
Bobby W. Sandage, Jr., Ph.D.

 /s/ HARLAN J. WAKOFF                   Director             December 29, 1999
-----------------------------
Harlan J. Wakoff

 /s/ MICHAEL S. WEISS                   Director             December 29, 1999
-----------------------------
Michael S. Weiss

                                      -6-
Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Lexington,  Commonwealth
of Massachusetts, on December 29, 1999.

    Signature                              Title(s)
    ---------                              --------

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

 /s/ MARK C. ROGERS                    Chairman of the Board of Directors
-----------------------------
Mark C. Rogers, M.D.

 /s/ GLENN L. COOPER                   Director
-----------------------------
Glenn L. Cooper, M.D.

 /s/ DONALD G. DRAPKIN                 Director
-----------------------------
Donald G. Drapkin

 /s/ KENNETH G. KASSES                 Director
-----------------------------
Kenneth G. Kasses, Ph.D.

 /s/ LAWRENCE J. KESSEL                Director
-----------------------------
Lawrence J. Kessel, M.D.

 /s/                                   Director
-----------------------------
Robert E. Klem, Ph.D.

 /s/ PETER SALOMON                     Director
-----------------------------
Peter Salomon, M.D.

 /s/ BOBBY W. SANDAGE, JR.             Director
-----------------------------
Bobby W. Sandage, Jr., Ph.D.

 /s/ HARLAN J. WAKOFF                  Director
-----------------------------
Harlan J. Wakoff

 /s/ MICHAEL S. WEISS                  Director
-----------------------------
Michael S. Weiss

                                      -7-
EXHIBIT INDEX

        Exhibit Number               Description
        --------------               -----------

           4.1            Amended and Restated  Certificate of  Incorporation of
                          the Registrant  (incorporated  by reference to Exhibit
                          3(i).1  to the  Annual  Report  on Form  10-K  for the
                          fiscal year ended December 31, 1995, File No. 019635).

           4.2            Amended  and  Restated   By-laws  of  the   Registrant
                          (incorporated  by reference to Exhibit  3(ii).1 to the
                          Annual  Report on Form 10-K for the fiscal  year ended
                          December 31, 1998, File No. 019365).

           5              Opinion  of  Kramer  Levin   Naftalis  &  Frankel  LLP
                          regarding  legality  of  securities  being  registered
                          (including consent).

           23.1           Consent of Deloitte & Touche LLP.

           23.2           Consent of Deloitte & Touche Experta Ltd.

           23.3           Consent of Ernst & Young LLP.

           23.4           Consent of Kramer  Levin  Naftalis & Frankel  LLP (see
                          Exhibit Number 5 above).

                                      -8-