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
                            1998 STOCK INCENTIVE 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.


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

----------------------------     --------------------     ---------------------     ----------------------     --------------------
                                                                Proposed                  Proposed
   Title of                                                     Maximum                   Maximum                   Amount of
 Securities to                      Amount to be             Offering Price               Aggregate                Registration
 be Registered                      Registered                 Per Share                Offering Price                Fee
----------------------------     --------------------     ---------------------     ----------------------     --------------------
<S>                              <C>                      <C>                            <C>                         <C>
Common Stock (par value          2,911,263 shares(1)      $0.94                          $18,605,898                 $4,912
$0.001  per share)               250,000 shares(2)        $0.88
                                 350,000 shares(3)        $0.9688
                                 350,000 shares(4)        $2.375
                                 695,500 shares(5)        $2.0313
                                 95,000 shares(6)         $2.4063
                                 30,000 shares(7)         $2.4063
                                 50,000 shares(8)         $3.25
                                 20,000 shares(9)         $2.50
                                 1,998,237 shares         $6.282(10)
----------------------------     --------------------     ---------------------     ----------------------     --------------------
</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 October 1,
          1998.
(3)       Represents  shares which were issued  pursuant to the Plan on November
          16, 1998.
(4)       Represents  shares which were issued  pursuant to the Plan on February
          1, 1999.
(5)       Represents  shares which were issued pursuant to the Plan on March 19,
          1999.
(6)       Represents  shares which were issued pursuant to the Plan on March 31,
          1999.
(7)       Represents  shares which were issued  pursuant to the Plan on April 1,
          1999.
(8)       Represents  shares  which were issued  pursuant to the Plan on May 11,
          1999.
(9)       Represents  shares  which were issued  pursuant to the Plan on May 16,
          1999.
(10)      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.


<PAGE>


                                      -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  Company  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 Executive    December 29, 1999
Raymond P. Warrell, Jr., M.D.    Officer and Director


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


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

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


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


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


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


/s/
---------------------------      Director
Robert E. Klem, M.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/ GLENN L. COOPER                             Member of Genta Incorporated's
----------------------------
Glenn L. Cooper, M.D.                            Compensation Committee

 /s/ MICHAEL S. WEISS                            Member of Genta Incorporated's
----------------------------
Michael S. Weiss                                 Compensation Committee


                                      -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": 20214}]
{"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": "333-94181", "film-number": "502652"}, "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
                            1998 STOCK INCENTIVE 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                  Proposed
   Title of                                                     Maximum                   Maximum                   Amount of
 Securities to                      Amount to be             Offering Price               Aggregate                Registration
 be Registered                      Registered                 Per Share                Offering Price                Fee
----------------------------     --------------------     ---------------------     ----------------------     --------------------
Common Stock (par value          2,911,263 shares(1)      $0.94                          $18,605,898                 $4,912
$0.001  per share)               250,000 shares(2)        $0.88
                                 350,000 shares(3)        $0.9688
                                 350,000 shares(4)        $2.375
                                 695,500 shares(5)        $2.0313
                                 95,000 shares(6)         $2.4063
                                 30,000 shares(7)         $2.4063
                                 50,000 shares(8)         $3.25
                                 20,000 shares(9)         $2.50
                                 1,998,237 shares         $6.282(10)
----------------------------     --------------------     ---------------------     ----------------------     --------------------
(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 October 1,
          1998.
(3)       Represents  shares which were issued  pursuant to the Plan on November
          16, 1998.
(4)       Represents  shares which were issued  pursuant to the Plan on February
          1, 1999.
(5)       Represents  shares which were issued pursuant to the Plan on March 19,
          1999.
(6)       Represents  shares which were issued pursuant to the Plan on March 31,
          1999.
(7)       Represents  shares which were issued  pursuant to the Plan on April 1,
          1999.
(8)       Represents  shares  which were issued  pursuant to the Plan on May 11,
          1999.
(9)       Represents  shares  which were issued  pursuant to the Plan on May 16,
          1999.
(10)      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  Company  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 Executive    December 29, 1999
Raymond P. Warrell, Jr., M.D.    Officer and Director

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

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

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

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

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

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

/s/
---------------------------      Director
Robert E. Klem, M.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/ GLENN L. COOPER                             Member of Genta Incorporated's
----------------------------
Glenn L. Cooper, M.D.                            Compensation Committee

 /s/ MICHAEL S. WEISS                            Member of Genta Incorporated's
----------------------------
Michael S. Weiss                                 Compensation Committee

                                      -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-