As filed with the Securities and Exchange Commission on March 28, 2003
                                                     Registration No. 333-
                                                                          ------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SENESCO TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                                  84-1368850
-------------------------------------    ---------------------------------------
   (State or other jurisdiction of       (I.R.S. Employer Identification Number)
    incorporation or organization)

          303 GEORGE STREET, SUITE 420, NEW BRUNSWICK, NEW JERSEY 08901
                                 (732) 296-8400
--------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                     1998 STOCK INCENTIVE PLAN, AS AMENDED
--------------------------------------------------------------------------------
                            (Full title of the plan)

             BRUCE C. GALTON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
          303 GEORGE STREET, SUITE 420, NEW BRUNSWICK, NEW JERSEY 08901
                                 (732) 296-8400
--------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                              DAVID J. SORIN, ESQ.
                              JOHN F. CINQUE, ESQ.
                                HALE AND DORR LLP
                              650 COLLEGE ROAD EAST
                           PRINCETON, NEW JERSEY 08540
                                 (609) 750-7600

<TABLE>
-----------------------------------------------------------------------------------------------------
                                CALCULATION OF REGISTRATION FEE
=====================================================================================================
<CAPTION>
                                                      Proposed
                                 Amount                Maximum       Proposed Maximum       Amount Of
   Title of Shares               To Be             Aggregate Price       Aggregate        Registration
   To Be Registered            Registered (1)         Per Share       Offering Price           Fee
-----------------------------------------------------------------------------------------------------
<S>                          <C>                       <C>             <C>                  <C>

Common Stock, $0.01 par      1,771,000 shares(2)       $2.60(3)        $4,604,600(3)        $372.51
value per share

Issuable pursuant to
options previously granted
under the 1998 Stock
Incentive Plan, as amended
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par      1,229,000 shares(2)       $2.02(4)        $2,482,580(4)        $200.84
value per share

Issuable pursuant to
options to be granted
under the 1998 Stock
Incentive Plan, as amended
=====================================================================================================
</TABLE>

(1)  In accordance  with  Rule  416  under  the  Securities  Act  of  1933, this
     registration  statement shall be deemed to cover any additional  securities
     that may  from  time to time be  offered  or  issued  to  prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  An aggregate of three  million  (3,000,000)  shares are issuable  under the
     1998 Stock Incentive Plan, as amended.

(3)  Pursuant to Rule 457(h) of the Securities Act of 1933, the proposed maximum
     offering price is calculated  based on the weighted  average exercise price
     of $2.60 per share, covering 1,771,000 shares issuable under the 1998 Stock
     Incentive Plan, as amended.

(4)  Pursuant  to Rules  457(c) and 457(h) of the  Securities  Act of 1933,  the
     proposed  maximum  offering  price is  estimated  solely for the purpose of
     calculating the  registration  fee, and is based on the average of the high
     and low prices of Senesco's  common stock as reported on the American Stock
     Exchange on March 25, 2003.


<PAGE>

                                EXPLANATORY NOTE

     The documents  containing the information  specified in the instructions to
Part I of Form S-8 will be sent or given to participants of Senesco's 1998 Stock
Incentive Plan, as amended,  referred to herein as the Plan, as required by Rule
428(b)(1) of the  Securities  Act of 1933. As permitted by the  instructions  to
Part I of Form  S-8,  these  documents  are not  filed  with  this  registration
statement.

     This registration  statement on Form S-8 has been filed by Senesco in order
to register an aggregate of three  million  (3,000,000)  shares of common stock,
$0.01 par value per  share,  issuable  upon the  exercise  of stock  options  or
restricted stock awards granted or to be granted under the Plan as follows:

     The first part of this registration statement contains a reoffer prospectus
prepared in accordance with the  requirements of Part I of Form S-3 with respect
to options granted to affiliates pursuant to the Plan prior to the date hereof.

     The  second  part  of this  registration  statement  contains  "Information
Required  in  the  Registration  Statement"  prepared  in  accordance  with  the
requirements  of Part  II of  Form  S-8  with  respect  to  options  granted  to
non-affiliates  pursuant to the Plan, prior to the date hereof,  and that may be
granted subsequent to the date hereof.

     Prior to the date hereof,  there have been no exercises of options  granted
under the Plan.



<PAGE>

The  information  in this  prospectus  is not complete  and may be changed.  The
selling  stockholders  named in this  prospectus  may not sell these  securities
until  the  registration  statement  filed  with  the  Securities  and  Exchange
Commission  is  effective.  This  prospectus  is  not an  offer  to  sell  these
securities  and  the  selling  stockholders  named  in this  prospectus  are not
soliciting offers to buy these securities in any jurisdiction where the offer or
sale is not permitted.

                   SUBJECT TO COMPLETION, DATED MARCH 28, 2003

                                   PROSPECTUS

                           SENESCO TECHNOLOGIES, INC.

                        1,312,500 shares of common stock
                      issuable pursuant to options granted
                 under the 1998 Stock Incentive Plan, as amended


     This  prospectus  relates  to public  resales,  from  time to time,  of one
million three hundred  twelve  thousand five hundred  (1,312,500)  shares of our
common  stock  that may be  acquired  upon the  exercise  of  stock  options  or
restricted  stock awards granted  pursuant to our 1998 Stock  Incentive Plan, as
amended,  referred to herein as the Plan, to the selling stockholders identified
herein.  Options  or  shares  of  common  stock  may be  issued  under the stock
incentive  plan in  amounts  and to  persons  not  presently  known by us.  Such
information,  when known,  may be included in an amendment or supplement to this
prospectus.

     The shares of our common stock may be offered and sold from time to time by
the selling  stockholders  identified  in this  prospectus,  or their  pledgees,
donees,  transferees or other  successors-in-interest  through public or private
transactions at prevailing market prices, at prices related to prevailing market
prices or at privately  negotiated prices. The selling stockholders will pay all
underwriting  discounts and selling commissions,  if any, applicable to the sale
of the  shares.  We will not receive  any  proceeds  from the sale of the shares
other than the  exercise  price  payable to us upon the  potential  exercise  of
options and warrants held by the selling stockholders.

     Our common stock is traded on the American  Stock Exchange under the ticker
symbol  "SNT." On March 26,  2003,  the last  reported  sale price of our common
stock was $[ ] per share. You are urged to obtain current market  quotations for
our common stock.

     Investing  in our common  stock  involves a high degree of risk.  See "Risk
Factors" beginning on page 3 to read about risks that you should consider before
you invest in any of the common stock being offered with this prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.



               The date of this prospectus is             , 2003.
                                              --------- --


<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

About This Prospectus...................................................      1

Where You Can Find More Information.....................................      1

Incorporation by Reference..............................................      1

About Senesco...........................................................      2

Risk Factors............................................................      3

Special Note Regarding Forward-Looking Statements.......................     11

Use of Proceeds.........................................................     11

Selling Stockholders....................................................     12

Plan of Distribution....................................................     14

Experts.................................................................     15

Legal Matters...........................................................     15

Indemnification of Directors and Officers...............................     16


As used in this prospectus, references to "Senesco," "we," "us," and "our" refer
to Senesco  Technologies,  Inc. and its subsidiary,  Senesco,  Inc.,  unless the
context otherwise requires.



<PAGE>

                              ABOUT THIS PROSPECTUS

     This prospectus is a part of a registration  statement on Form S-8 filed by
us with the Securities and Exchange  Commission to register  3,000,000 shares of
our common  stock,  issuable  upon the exercise of stock  options or  restricted
stock awards granted or to be granted under the Plan.  This  prospectus does not
contain all of the information set forth in the registration statement,  certain
parts of which are omitted in accordance  with the rules and  regulations of the
SEC.  Accordingly,  you  should  refer  to the  registration  statement  and its
exhibits for further  information  about us and our common stock.  Copies of the
registration  statement  and its exhibits  are on file with the SEC.  Statements
contained in this prospectus concerning the documents we have filed with the SEC
are not intended to be  comprehensive,  and in each instance we refer you to the
copy of the actual document filed as an exhibit to the registration statement or
otherwise filed with the SEC.

     We have not  authorized  anyone to provide you with  information  different
from that contained or incorporated by reference in this prospectus. The selling
stockholders  are  offering to sell,  and seeking  offers to buy,  shares of our
common stock only in  jurisdictions  where offers and sales are  permitted.  The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other documents with the SEC. You may
read  and  copy any  document  we file at the  SEC's  public  reference  room at
Judiciary Plaza Building,  450 Fifth Street, N.W., Room 1024,  Washington,  D.C.
20549.  You  should  call  1-800-SEC-0330  for more  information  on the  public
reference  room. Our SEC filings are also available to you on the SEC's Internet
site at http://www.sec.gov.

     This prospectus is part of a registration  statement that we filed with the
SEC. The registration  statement  contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can  obtain a copy of the  registration  statement  from the SEC at the  address
listed above or from the SEC's Internet site.

                           INCORPORATION BY REFERENCE

     The SEC allows us to  "incorporate by reference" much of the information we
file with them (former  Commission File No. 0-22307 and current  Commission File
No. 001-31326), which means that we can disclose important information to you by
referring you to those publicly  available  documents.  The information  that we
incorporate by reference is considered to be part of this  prospectus.  You must
look at all of the SEC filings that we  incorporate by reference to determine if
any of the statements in any document previously  incorporated by reference have
been  modified or  superseded.  This  prospectus  incorporates  by reference the
following  documents  and any future  filings  made with the SEC pursuant to the
Securities and Exchange Act of 1934 since June 30, 2002:

          o    our registration statement on Form 8-A, dated May 14, 2002;
          o    our current report on Form 8-K, dated July 2, 2002;
          o    our annual  report on Form  10-KSB for the fiscal year ended June
               30, 2002, filed on September 30, 2002;
          o    our  quarterly  report  on  Form  10-QSB  for the  quarter  ended
               September 30, 2002, filed on November 14, 2002; and
          o    our  quarterly  report  on  Form  10-QSB  for the  quarter  ended
               December 31, 2002, filed on February 14, 2003.

     You may  request  a copy of any or all of these  filings,  at no  cost,  by
writing or  telephoning us at:  Senesco  Technologies,  Inc., 303 George Street,
Suite 420, New Brunswick, New Jersey 08901; telephone (732) 296-8400.


                                       1
<PAGE>

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  The selling  stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that  information in this  prospectus or any supplement is
accurate as of any date other than the date on the front of these documents.

                                  ABOUT SENESCO

     Our  primary   business  is  the  research,   development   and  commercial
exploitation  of a potentially  significant  platform  technology  involving the
identification and  characterization  of genes that we believe control the aging
of plant  cells,  also known as  senescence,  and the  programmed  cell death of
mammalian cells, also known as apoptosis.

     Our technology goals for plant applications are to:

          o    extend the shelf-life of perishable plant products;
          o    produce larger and more leafy crops;
          o    increase crop production in  horticultural  and agronomic  crops;
               and
          o    reduce the harmful effects of environmental stress.


      Our technology goals for mammalian research are to:

          o    identify  drug  targets  for  treatment  of  diseases  caused  by
               abnormal apoptosis;
          o    develop  gene  therapies  which  directly  target the symptoms of
               these diseases; and
          o    develop a  screening  assay  system to enable the  discovery  and
               development of compounds to treat these diseases.

     Senesco  was formed in June 1998.  We are a  Delaware  corporation  and our
business is currently  operated through Senesco and our wholly-owned  subsidiary
Senesco, Inc., a New Jersey corporation.

     Our  executive  offices are located at 303 George  Street,  Suite 420,  New
Brunswick,  New Jersey  08901,  our telephone  number is (732)  296-8400 and our
Internet  address is  http://www.senesco.com.  The  information  on our Internet
website is not  incorporated  by reference in this  prospectus,  and our website
address is included in this prospectus as a textual reference only.



                                       2
<PAGE>

                                  RISK FACTORS

     Investing  in our common stock  involves a high degree of risk.  Before you
invest in our common stock, you should carefully  consider the following factors
and cautionary  statements,  as well as the other  information set forth herein.
Additional risks and uncertainties may also impair our business  operations.  If
any of the following risks actually occur, our business,  financial condition or
results of operations may suffer.  As a result,  the trading price of our common
stock could  decline,  and you could lose all or a  substantial  portion of your
investment in our common stock.

WE HAVE A LIMITED  OPERATING  HISTORY AND HAVE INCURRED  SUBSTANTIAL  LOSSES AND
EXPECT FUTURE LOSSES.

     We are a developmental stage biotechnology company with a limited operating
history and limited assets and capital.  We have incurred losses each year since
inception  and have an  accumulated  deficit of  $7,430,321 at June 30, 2002 and
$8,507,363 at December 31, 2002. We have generated minimal revenues by licensing
certain of our  technology  to  companies  willing  to share in our  development
costs. However, our technology may not be ready for widespread commercialization
for several  years.  We expect to continue to incur  losses over the next two to
three  years  because  we  anticipate  that our  expenditures  on  research  and
development,  commercialization and administrative activities will significantly
exceed our revenues during that period. We cannot predict when, if ever, we will
become profitable.

WE DEPEND ON A SINGLE PRINCIPAL TECHNOLOGY.

     Our primary  business is the  development  and commercial  exploitation  of
technology to identify, isolate,  characterize,  and silence genes which control
the aging and death of cells in plants  and  mammals.  Our  future  revenue  and
profitability  critically  depend  upon  our  ability  to  successfully  develop
senescence  and  apoptosis  gene  technology  and later  market and license such
technology  at a profit.  We have  conducted  experiments  on certain crops with
favorable results and have conducted certain preliminary cell-line  experiments,
which have provided us with data upon which we have designed additional research
programs.  However,  we cannot give any assurance  that our  technology  will be
commercially  successful  or  economically  viable  for all  crops or  mammalian
applications.

     In addition,  no assurance can be given that adverse consequences might not
result  from the use of our  technology,  such as the  development  of  negative
effects  on plants or  mammals  or  reduced  benefits  in terms of crop yield or
protection.  Our  failure to obtain  market  acceptance  of our  technology,  to
successfully  commercialize such technology or to develop a commercially  viable
product would have a material adverse effect on our business.

WE OUTSOURCE ALL OF OUR RESEARCH AND DEVELOPMENT ACTIVITIES.

     We rely on third  parties to perform all of our  research  and  development
activities.  Our primary  research  and  development  efforts  take place at the
University of Waterloo in Ontario,  Canada,  where our technology was developed,
at the  University of Colorado,  at Anawah,  Inc.,  formerly  known as Tilligen,
Inc.,  and  with  our  commercial  partners.  At this  time,  we do not have the
internal  capabilities  to perform  our  research  and  development  activities.
Accordingly,   the  failure  of  third-party  research  partners,  such  as  the
University of Waterloo, to perform under agreements entered into with us, or our
failure to renew important research  agreements with these third parties,  would
have a  material  adverse  effect on our  ability  to develop  and  exploit  our
technology.

WE HAVE SIGNIFICANT FUTURE CAPITAL NEEDS.

     We had cash and highly-liquid  investments  valued at $4,664,678 as of June
30,  2002 and  $3,573,575  as of  December  31,  2002,  and  working  capital of
$3,425,367  as of June 30, 2002 and  $3,443,925  as of  December  31,  2002.  We
believe that we can operate  according to our current business plan for at least
twelve months using our available  reserves.  To date, we have generated minimal
revenues and we  anticipate  that our  operating  costs will exceed any revenues
generated over the next several years.  Therefore, we anticipate that we will be
required to raise additional capital in the future in



                                       3
<PAGE>

order  to  operate  according  to our  current  business  plan.  We may  require
additional funding in less than twelve months, and additional funding may not be
available on favorable  terms,  if at all. In addition,  in connection with such
funding,  if we need to issue more equity  securities  than our  certificate  of
incorporation  currently  authorizes,  or more than 20% of the  shares of common
stock outstanding,  we may need stockholder approval. If stockholder approval is
not  obtained  or if  adequate  funds are not  available,  we may be required to
curtail  operations  significantly or to obtain funds through  arrangements with
collaborative  partners or others that may  require us to  relinquish  rights to
certain of our technologies,  product candidates, products or potential markets.
Investors may experience  dilution in their  investment from future offerings of
our common stock. For example,  if we raise additional capital by issuing equity
securities,  such an issuance would reduce the percentage  ownership of existing
stockholders.  In  addition,  assuming  the exercise of all options and warrants
granted,  we had  2,301,802  shares  of  common  stock as of June  30,  2002 and
12,131,802  shares of common  stock as of  December  31,  2002,  authorized  but
unissued,  which  may be  issued  from  time to time by our  board of  directors
without stockholder approval.  Furthermore, we may need to issue securities that
have rights,  preferences and privileges senior to our common stock.  Failure to
obtain financing on acceptable terms would have a material adverse effect on our
liquidity.

     Since  inception,  we have financed all of our operations  through  private
equity financings.  Our future capital  requirements depend on numerous factors,
including:

          o    the scope of our research and development;
          o    our ability to attract business  partners willing to share in our
               development costs;
          o    our ability to successfully commercialize our technology;
          o    competing technological and market developments;
          o    our  ability to enter  into  collaborative  arrangements  for the
               development,  regulatory approval and  commercialization of other
               products; and
          o    the cost of filing,  prosecuting,  defending and enforcing patent
               claims and other intellectual property rights.

OUR BUSINESS  DEPENDS ON OUR PATENTS,  LICENSES AND  PROPRIETARY  RIGHTS AND THE
ENFORCEMENT OF THESE RIGHTS.

     As a result of the substantial length of time and expense associated with
developing products and bringing them to the marketplace in the agricultural and
biotechnology  industries,  obtaining  and  maintaining  patent and trade secret
protection for technologies,  products and processes is of vital importance. Our
success will depend in part on several factors, including, without limitation:

          o    our  ability  to  obtain  patent   protection  for  technologies,
               products and processes;
          o    our ability to preserve trade secrets; and
          o    our ability to operate without  infringing the proprietary rights
               of  other  parties  both  in the  United  States  and in  foreign
               countries.

     We have been issued one patent by the U.S. Patent and Trademark  Office. We
have also filed patent applications in the United States and internationally for
our  technology  which is  vital to our  primary  business,  as well as  several
Continuations in Part on these patent applications.  Our success depends in part
upon the  enforcement of our patent rights and whether  patents are granted from
our pending patent applications.

     Furthermore, although we believe that our technology is unique and will not
violate or infringe upon the proprietary rights of any third party, there can be
no assurance that such claims will not be made or if made, could be successfully
defended  against.  If we do not obtain and maintain patent  protection,  we may
face increased competition in the United States and internationally, which would
have a material adverse effect on our business.

     Since patent  applications  in the United States are  maintained in secrecy
until patents are issued, and since publication of discoveries in the scientific
and patent  literature tend to lag behind actual  discoveries by several months,
we cannot be certain that we were the first creator of the inventions covered by
our  pending  patent  applications  or that we were  the  first  to file  patent
applications for these inventions.


                                       4
<PAGE>

      In addition, among other things, we cannot guarantee that:

          o    our patent applications will result in the issuance of patents;
          o    any patents  issued or licensed to us will be free from challenge
               and that if challenged, would be held to be valid;
          o    any patents  issued or licensed to us will  provide  commercially
               significant   protection   for  our   technology,   products  and
               processes;
          o    other  companies  will not  independently  develop  substantially
               equivalent  proprietary  information  which is not covered by our
               patent rights;
          o    other companies will not obtain access to our know-how;
          o    other  companies will not be granted patents that may prevent the
               commercialization of our technology; or
          o    we will not require licensing and the payment of significant fees
               or royalties to third  parties for the use of their  intellectual
               property in order to enable us to conduct our business.

     If any relevant  claims of third-party  patents which are adverse to us are
upheld as valid and enforceable,  we could be prevented from commercializing our
technology  or could be  required  to obtain  licenses  from the  owners of such
patents.  We cannot  guarantee that such licenses would be available or, even if
available, would be on acceptable terms.

     We could become involved in infringement  actions to enforce and/or protect
our patents.  Regardless of the outcome, patent litigation is expensive and time
consuming and would distract our management from other activities.

     The laws of some foreign countries do not protect proprietary rights to the
same  extent  as  the  laws  of the  United  States,  and  many  companies  have
encountered  significant  problems  and costs in  protecting  their  proprietary
rights in these foreign countries.

     Patent law is still evolving  relative to the scope and  enforceability  of
claims  in the  fields  in which we  operate.  We are  like  most  biotechnology
companies in that our patent protection is highly uncertain and involves complex
legal and  technical  questions  for which legal  principles  are not yet firmly
established.  In  addition,  if  issued,  our  patents  may not  contain  claims
sufficiently broad to protect us against third parties with similar technologies
or products, or provide us with any competitive advantage.

     The U.S. Patent and Trademark  Office and the courts have not established a
consistent  policy  regarding  the  breadth of claims  allowed in  biotechnology
patents.  The allowance of broader claims may increase the incidence and cost of
patent interference proceedings and the risk of infringement litigation.  On the
other  hand,  the  allowance  of  narrower  claims  may  limit  the value of our
proprietary rights.

     Our success also depends upon know-how, unpatentable trade secrets, and the
skills, knowledge and experience of our scientific and technical personnel. As a
result,  we require all employees to agree to a  confidentiality  provision that
prohibits the  disclosure of  confidential  information to anyone outside of our
company,  during the term of  employment  and  thereafter.  We also  require all
employees to disclose and assign to us the rights to their ideas,  developments,
discoveries  and  inventions.  We also attempt to enter into similar  agreements
with our consultants,  advisors and research collaborators.  We cannot guarantee
adequate  protection  for our  trade  secrets,  know-how  or  other  proprietary
information  against  unauthorized  use or disclosure.  We occasionally  provide
information to research  collaborators in academic  institutions and request the
collaborators  to conduct certain tests.  We cannot  guarantee that the academic
institutions will not assert intellectual  property rights in the results of the
tests conducted by the research collaborators, or that the academic institutions
will grant licenses under such intellectual  property rights to us on acceptable
terms,  if at all.  If the  assertion  of  intellectual  property  rights  by an
academic  institution is  substantiated,  and the academic  institution does not
grant  intellectual  property  rights to us,  these events could have a material
adverse effect on our business and financial results.



                                       5
<PAGE>

WE WILL HAVE TO PROPERLY MANAGE OUR GROWTH.

     As our  business  grows,  we may  need to add  employees  and  enhance  our
management,  systems and procedures.  We will need to successfully integrate our
internal   operations   with  the   operations   of  our   marketing   partners,
manufacturers,  distributors  and  suppliers to produce and market  commercially
viable  products.  Although we do not presently  intend to conduct  research and
development  activities  in-house,  we may  undertake  those  activities  in the
future. Expanding our business will place a significant burden on our management
and operations.  Our failure to effectively  respond to changes brought about by
our growth may have a material  adverse  effect on our  business  and  financial
results.

WE HAVE NO  MARKETING  OR SALES  HISTORY  AND  DEPEND ON  THIRD-PARTY  MARKETING
PARTNERS.

     We have no  history of  marketing,  distributing  or selling  biotechnology
products and we are relying on our ability to successfully  establish  marketing
partners or other arrangements with third parties to market, distribute and sell
a  commercially  viable  product both here and abroad.  Our  business  plan also
envisions creating strategic  alliances to access needed  commercialization  and
marketing  expertise.  We may not be able to  attract  qualified  sub-licensees,
distributors  or  marketing  partners,  and even if  qualified,  such  marketing
partners  may  not be able to  successfully  market  products  or  human  health
applications developed with our technology. If we fail to successfully establish
distribution  channels,  or if our marketing  partners fail to provide  adequate
levels of sales, we will not be able to generate significant revenue.

WE DEPEND ON PARTNERS TO DEVELOP AND MARKET OUR TECHNOLOGY.

     In its current  state of  development,  our  technology  is not ready to be
marketed to  consumers.  We intend to follow a  multi-faceted  commercialization
strategy that involves the licensing of our technology to business  partners for
the purpose of further technological development, marketing and distribution. We
are seeking business partners who will share the burden of our development costs
while our  technology  is still being  developed,  and who will pay us royalties
when they market and  distribute  products  incorporating  our  technology  upon
commercialization.  The establishment of joint ventures and strategic  alliances
may create future competitors,  especially in certain regions abroad where we do
not  pursue  patent  protection.  If we fail to  establish  beneficial  business
partners and strategic  alliances,  our growth will suffer and our technological
development may be harmed.

COMPETITION  IN THE  AGRICULTURAL  AND  BIOTECHNOLOGY  INDUSTRIES IS INTENSE AND
TECHNOLOGY IS CHANGING RAPIDLY.

     Many agricultural and  biotechnology  companies are engaged in research and
development  activities  relating to senescence  and  apoptosis.  The market for
plant  protection  and yield  enhancement  products  is  intensely  competitive,
rapidly  changing  and  undergoing  consolidation.  We may be unable to  compete
successfully  against our current  and future  competitors,  which may result in
price reductions, reduced margins and the inability to achieve market acceptance
for our  technology.  Our  competitors  in the  field of plant  senescence  gene
technology are companies that develop and produce  transgenic plants and include
major international agricultural companies, specialized biotechnology companies,
research and  academic  institutions  and,  potentially,  our joint  venture and
strategic alliance partners. Such companies include: Paradigm Genetics;  Aventis
Crop Science; Mendel Biotechnology; Renessen LLC; Exelixis Plant Sciences, Inc.;
PlantGenix,  Inc.;  and Eden  Bioscience,  among  others.  Some of the companies
involved in apoptosis research include:  Cell Pathways,  Inc.;  Trevigen,  Inc.;
Idun Pharmaceuticals;  Novartis;  Introgen Therapeutics,  Inc.; Genta, Inc.; and
Oncogene,  Inc. Many of these competitors have substantially  greater financial,
marketing,  sales,  distribution  and technical  resources than us and have more
experience in research and  development,  clinical trials,  regulatory  matters,
manufacturing and marketing.  We anticipate increased  competition in the future
as new companies enter the market and new  technologies  become  available.  Our
technology may be rendered obsolete or uneconomical by technological advances or
entirely different approaches developed by one or more of our competitors.



                                       6
<PAGE>

OUR BUSINESS IS SUBJECT TO VARIOUS GOVERNMENT REGULATIONS.

     At present,  the U.S.  federal  government  regulation of  biotechnology is
divided among three agencies:  (i) the USDA regulates the import,  field testing
and  interstate  movement of specific types of genetic  engineering  that may be
used in the  creation of  transgenic  plants;  (ii) the EPA  regulates  activity
related to the invention of plant  pesticides and herbicides,  which may include
certain kinds of transgenic  plants;  and (iii) the FDA regulates  foods derived
from new plant varieties.  The FDA requires that transgenic plants meet the same
standards  for  safety  that are  required  for all  other  plants  and foods in
general.  Except  in the case of  additives  that  significantly  alter a food's
structure,  the FDA  does not  require  any  additional  standards  or  specific
approval  for  genetically   engineered  foods,  but  expects  transgenic  plant
developers  to  consult  the  FDA  before   introducing  a  new  food  into  the
marketplace.  Use of our technology, if developed for human health applications,
will also be subject to FDA regulation.

     We believe that our current activities, which to date have been confined to
research and development  efforts,  do not require  licensing or approval by any
governmental regulatory agency. However,  federal, state and foreign regulations
relating to crop  protection  products and human health  applications  developed
through   biotechnology   are   subject  to  public   concerns   and   political
circumstances,  and,  as a  result,  regulations  have  changed  and may  change
substantially in the future.  Accordingly, we may become subject to governmental
regulations  or  approvals  or  become  subject  to  licensing  requirements  in
connection with our research and development efforts. We may also be required to
obtain such  licensing or approval  from the  governmental  regulatory  agencies
described above, or from state agencies,  prior to the  commercialization of our
genetically  transformed  plants and  mammalian  technology.  In  addition,  our
marketing  partners who utilize our  technology or sell products  grown with our
technology  may  be  subject  to  government  regulations.   The  imposition  of
unfavorable  governmental regulations on our technology or the failure to obtain
licenses or approvals in a timely manner would have a material adverse effect on
our business.

THE HUMAN HEALTH  APPLICATIONS  OF OUR  TECHNOLOGY  ARE SUBJECT TO A LENGTHY AND
UNCERTAIN REGULATORY PROCESS.

     The FDA must approve any drug or biologic product before it can be marketed
in the United States. In addition,  prior to being sold outside of the U.S., any
products  resulting  from the  application of our mammalian  technology  must be
approved by the regulatory  agencies of foreign  governments.  Prior to filing a
new drug  application or biologics  license  application  with the FDA, we would
have to perform extensive  pre-clinical testing and clinical trials, which could
take  several  years and may require  substantial  expenditures.  Any failure to
obtain regulatory  approval could delay or prevent us from  commercializing  our
mammalian technology.

CLINICAL  TRIALS  ON  OUR  HUMAN  HEALTH  APPLICATIONS  MAY BE  UNSUCCESSFUL  IN
DEMONSTRATING  EFFICACY  AND SAFETY,  WHICH  COULD  DELAY OR PREVENT  REGULATORY
APPROVAL.

     Clinical trials may reveal that our mammalian  technology is ineffective or
harmful, which would significantly limit the possibility of obtaining regulatory
approval for any drug or biologic product manufactured with our technology.  The
FDA requires  submission of extensive  pre-clinical,  clinical and manufacturing
data to assess the efficacy and safety of potential products.  Furthermore,  the
success  of  preliminary  studies  does  not  ensure  commercial  success,   and
later-stage  clinical  trials may fail to confirm the results of the preliminary
studies.

CONSUMERS MAY NOT ACCEPT OUR TECHNOLOGY.

     We cannot  guarantee  that consumers  will accept  products  containing our
technology.  Recently,  there has been  consumer  concern and consumer  advocate
activism with respect to genetically  engineered consumer products.  The adverse
consequences  from heightened  consumer  concern in this regard could affect the
markets for  products  developed  with our  technology  and could also result in
increased  government  regulation in response to that concern.  If the public or
potential  customers  perceive  our  technology  to be genetic  modification  or
genetic  engineering,  agricultural  products  grown with our technology may not
gain market acceptance.



                                       7
<PAGE>

WE DEPEND ON OUR KEY RESEARCH PERSONNEL.

     We  are  highly  dependent  on our  scientific  advisors,  consultants  and
third-party  research  partners.  Dr. Thompson is the inventor of our technology
and the driving  force  behind our current  research.  The loss of Dr.  Thompson
would  severely  hinder our  technological  development.  Our success  will also
depend in part on the continued  service of our key employees and our ability to
identify,  hire  and  retain  additional  qualified  personnel  in an  intensely
competitive  market.  We do not maintain key person life insurance on any member
of management.  The failure to attract and retain key personnel  could limit our
growth and hinder our research and development efforts.

CERTAIN  PROVISIONS  OF OUR  CHARTER,  BY-LAWS  AND  DELAWARE  LAW COULD  MAKE A
TAKEOVER DIFFICULT.

     Certain  provisions of our certificate of  incorporation  and by-laws could
make it more  difficult for a third party to acquire  control of us, even if the
change in control  would be  beneficial  to  stockholders.  Our  certificate  of
incorporation  authorizes our board of directors to issue,  without  stockholder
approval, except as may be required by the rules of the American Stock Exchange,
5,000,000 shares of preferred stock with voting, conversion and other rights and
preferences  that could adversely affect the voting power or other rights of the
holders of our common stock. Similarly, our by-laws do not restrict our board of
directors from issuing preferred stock without stockholder approval.

     In addition, we are subject to the Business Combination Act of the Delaware
General Corporation Law which, subject to certain exceptions,  restricts certain
transactions and business  combinations  between a corporation and a stockholder
owning 15% or more of the corporation's outstanding voting stock for a period of
three years from the date such stockholder becomes a 15% owner. These provisions
may have the effect of delaying or preventing a change of control of our company
without action by our stockholders  and,  therefore,  could adversely affect the
value of our common stock.

     Furthermore,  in the  event of our  merger  or  consolidation  with or into
another  corporation,  or the sale of all or substantially  all of our assets in
which the successor  corporation  does not assume  outstanding  options or issue
equivalent  options,  our board of directors is required to provide  accelerated
vesting of outstanding options.

OUR MANAGEMENT AND OTHER AFFILIATES HAVE SIGNIFICANT CONTROL OF OUR COMMON STOCK
AND COULD CONTROL OUR ACTIONS IN A MANNER THAT  CONFLICTS WITH OUR INTERESTS AND
THE INTERESTS OF OTHER STOCKHOLDERS.

     Our  executive   officers,   directors  and  affiliated  entities  together
beneficially own  approximately  51.62% of the outstanding  shares of our common
stock as of June 30,  2002 and  45.9% as of  December  31,  2002,  assuming  the
exercise of options and warrants which are currently exercisable,  held by these
stockholders. As a result, these stockholders,  acting together, will be able to
exercise   considerable   influence  over  matters  requiring  approval  by  our
stockholders, including the election of directors, and may not always act in the
best interests of other stockholders. Such a concentration of ownership may have
the effect of  delaying  or  preventing  a change in  control  of us,  including
transactions in which our  stockholders  might  otherwise  receive a premium for
their shares over then current market prices.

OUR STOCKHOLDERS MAY EXPERIENCE  SUBSTANTIAL DILUTION AS A RESULT OF OUTSTANDING
OPTIONS AND WARRANTS TO PURCHASE OUR COMMON STOCK.

     As of December  31,  2002,  we have  granted  options  outside of our stock
option  plan to  purchase  10,000  shares of our common  stock and  warrants  to
purchase  4,207,153  shares of our common stock.  In addition,  we have reserved
3,000,000  shares of our common stock for issuance  upon the exercise of options
granted pursuant to our stock option plan,  1,771,000 of which have been granted
as of December 31, 2002 and 1,229,000 of which may be granted in the future. The
exercise of these  options and warrants  will result in dilution to our existing
stockholders and could have a material adverse effect on our stock price.



                                       8
<PAGE>

SHARES ELIGIBLE FOR PUBLIC SALE.

     As of December  31,  2002,  we had  11,880,045  shares of our common  stock
issued and outstanding,  of which approximately  8,000,000 shares are registered
pursuant to a registration  statement on Form S-3, which was deemed effective on
June 28, 2002, and the remainder of which are in the public float.  In addition,
we are  registering  3,000,000  shares of our common  stock  underlying  options
granted or to be granted  under our stock  option plan.  Consequently,  sales of
substantial  amounts  of our  common  stock in the  public  market,  whether  by
purchasers in this offering or  stockholders  holding  shares of our  registered
common  stock,  or the  perception  that such sales could occur,  may  adversely
affect the market price of our common stock.

RISKS RELATED TO THIS OFFERING.

     Our common stock is quoted on the American Stock Exchange and currently has
a limited  trading  market.  We cannot assure you that an active  trading market
will develop or, if developed,  will be maintained. As a result, you may find it
difficult to dispose of, or to obtain  accurate  quotations  as to the value of,
shares of our common stock and may suffer a loss of all or a substantial portion
of your investment.

OUR STOCK PRICE MAY FLUCTUATE AFTER THIS OFFERING.

     We  cannot  guarantee  that you will be able to  resell  the  shares of our
common  stock at or above your  purchase  price.  The market price of our common
stock may fluctuate  significantly  in response to a number of factors,  some of
which are beyond our control. These factors include:

          o    quarterly variations in operating results;
          o    the   progress  or   perceived   progress  of  our  research  and
               development efforts;
          o    changes in accounting treatments or principles;
          o    announcements by us or our competitors of new technology, product
               and service  offerings,  significant  contracts,  acquisitions or
               strategic relationships;
          o    additions or departures of key personnel;
          o    future  offerings  or  resales  of  our  common  stock  or  other
               securities;
          o    stock market  price and volume  fluctuations  of  publicly-traded
               companies in general and development companies in particular; and
          o    general political, economic and market conditions.


IF OUR COMMON STOCK IS DELISTED  FROM THE  AMERICAN  STOCK  EXCHANGE,  IT MAY BE
SUBJECT TO THE "PENNY  STOCK"  REGULATIONS  WHICH MAY AFFECT THE  ABILITY OF OUR
STOCKHOLDERS TO SELL THEIR SHARES.

     In general,  regulations  of the SEC define a "penny stock" to be an equity
security that is not listed on a national securities exchange or Nasdaq and that
has a market  price of less than  $5.00 per share or with an  exercise  price of
less than $5.00 per share, subject to certain exceptions.  If the American Stock
Exchange  delists  our common  stock,  it could be deemed a penny  stock,  which
imposes additional sales practice  requirements on broker-dealers that sell such
securities to persons other than certain qualified  investors.  For transactions
involving a penny stock,  unless  exempt,  a  broker-dealer  must make a special
suitability  determination for the purchaser and receive the purchaser's written
consent to the  transaction  prior to the sale. In addition,  the rules on penny
stocks  require  delivery,  prior to and after any penny stock  transaction,  of
disclosures required by the SEC.

     If our common stock were subject to the rules on penny  stocks,  the market
liquidity  for our  common  stock  could be  severely  and  adversely  affected.
Accordingly,  the ability of holders of our common stock to sell their shares in
the secondary market may also be adversely affected.


                                       9
<PAGE>

INCREASING POLITICAL AND SOCIAL TURMOIL, SUCH AS TERRORIST AND MILITARY ACTIONS,
INCREASE THE DIFFICULTY FOR US AND OUR STRATEGIC PARTNERS TO FORECAST ACCURATELY
AND PLAN FUTURE BUSINESS ACTIVITIES.

     Recent  political and social  turmoil,  including the terrorist  attacks of
September 11, 2001 and the current crisis in the Middle East, can be expected to
put further pressure on economic  conditions in the United States and worldwide.
These political,  social and economic conditions may make it difficult for us to
plan future business activities.  Specifically,  if the current crisis in Israel
continues  to escalate,  our joint  venture with Rahan  Meristem  Ltd.  could be
adversely affected.




                                       10
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes and incorporates forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934 based upon the beliefs of our management,  as well as assumptions  made by,
and the  information  currently  available to, our  management.  All statements,
other than  statements of historical  facts,  included or  incorporated  in this
prospectus regarding our strategy, future operations, financial position, future
revenues,  projected  costs,  prospects,  plans and objectives of management are
forward-looking  statements.  The words "anticipates,"  "believes," "estimates,"
"expects,"  "intends," "may," "plans,"  "projects,"  "will," "would" and similar
expressions are intended to identify  forward-looking  statements,  although not
all  forward-looking  statements  contain  these  identifying  words.  We cannot
guarantee  that we actually will achieve the plans,  intentions or  expectations
disclosed  in our  forward-looking  statements  and you should  not place  undue
reliance  on our  forward-looking  statements.  Actual  results or events  could
differ materially from the plans,  intentions and expectations  disclosed in the
forward-looking  statements we make. We have included  important  factors in the
cautionary statements included or incorporated in this prospectus,  particularly
under the heading "Risk  Factors," that we believe could cause actual results or
events to differ  materially from the  forward-looking  statements that we make.
Our forward-looking statements do not reflect the potential impact of any future
acquisitions,  mergers, dispositions, joint ventures or investments we may make.
You  are  cautioned  not  to  place  undue  reliance  on  these  forward-looking
statements,  which  speak  only as of the date of this  prospectus.  Except  for
special  circumstances  in which a duty to update  arises when prior  disclosure
becomes materially  misleading in light of subsequent  circumstances,  we do not
intend to update any of these  forward-looking  statements to reflect  events or
circumstances  after the date of this prospectus or to reflect the occurrence of
unanticipated events.


                                 USE OF PROCEEDS

     We will not receive any  proceeds  from the sale of our common stock by the
selling stockholders.  We will receive the proceeds from the exercise of options
held by the selling stockholders,  if any are exercised. The options entitle the
selling  stockholders  to purchase shares of our common stock at exercise prices
ranging from $1.50 to $4.00 per share and with a weighted average exercise price
of $2.60 per share.

     The  selling   stockholders   will  pay  any  underwriting   discounts  and
commissions  and expenses  incurred by the selling  stockholders in disposing of
the  shares.  We will  bear all  other  costs,  fees and  expenses  incurred  in
effecting the registration of the shares covered by this prospectus,  including,
without  limitation,  all registration and filing fees,  American Stock Exchange
listing fees and fees and expenses of our counsel and our accountants.




                                       11
<PAGE>

                              SELLING STOCKHOLDERS

     The  selling  stockholders  listed  in  the  following  table  may  acquire
1,312,500  shares  of  our  common  stock  being  registered  pursuant  to  this
prospectus  through the  exercise of options  previously  granted to them by us.
These  shares of common stock may not be sold or  otherwise  transferred  by the
selling  stockholders  unless and until the applicable  options are exercised in
accordance with their terms.

     The 1,312,500 shares covered by this prospectus represent approximately 10%
of our  outstanding  shares  of  common  stock as of  February  28,  2003.  Such
percentage calculation is based on 11,880,045 shares of common stock outstanding
as of February 28, 2003, and the issuance of an additional  1,312,500  shares of
common  stock  assuming  the  exercise  of all the  options  held by the selling
stockholders.

     The following  table sets forth:  (i) the name of each selling  stockholder
whose name is known as of the date of the filing of this prospectus; (ii) his or
her  position(s),  office  or  other  material  relationship  with  us  and  our
predecessors or affiliates over the last three years; (iii) the number of shares
of common  stock  owned (or  subject  to options or  warrants)  by each  selling
stockholder as of February 28, 2003 and prior to this offering;  (iv) the number
of shares of common stock which may be offered and are being  registered for the
account of each  selling  stockholder  by this  prospectus  (all of which may be
acquired by the selling stockholders pursuant to the exercise of options subject
to the appropriate vesting of such options);  and (v) the amount of common stock
to be owned by each such selling stockholder if such selling stockholder were to
sell all of their shares of common stock covered by this prospectus.

     The  selling  stockholders  may sell none of the shares or less than all of
the shares listed on the table. In addition, the shares listed below may be sold
pursuant  to  this   prospectus   or  in  privately   negotiated   transactions.
Accordingly,  we cannot  estimate  the number of shares of common stock that the
selling stockholders will sell under this prospectus.

     In addition, options or shares of common stock may be issued under the Plan
in amounts and to persons not  presently  known by us.  Such  information,  when
known, may be included in an amendment or supplement to this prospectus.

<TABLE>
                                        Ownership of                                    Ownership of
                                    Selling Stockholders       Number of Shares     Selling Stockholders
 Name and Position (1)              Prior to Offering (2)     Offered Hereby (3)   After Offering (2) (3)
------------------------------     -----------------------    ------------------   ----------------------

                                     Number    Percent (%)          Number          Number     Percent (%)
                                     ------    -----------          ------          ------     -----------
<S>                                 <C>            <C>              <C>             <C>          <C>
Ruedi Stalder, Chairman of
  the Board of Directors            456,667(4)     3.72%            390,000         66,667         *

Bruce C. Galton, President,
  Chief Executive Officer and
  Director                          432,000(5)     3.51%            430,000          2,000         *

John E. Thompson, Ph.D.,
  Executive Vice President
  of Research and Development
  and Director                      712,000(6)     5.92%            140,000        572,000       4.76%

Christopher Forbes, Director        826,029(7)     6.90%            100,000        726,029       6.06%

Thomas C. Quick, Director           328,787(8)     2.74%            100,000        228,787       1.91%

Joel Brooks, Chief Financial
  Officer and Treasurer              54,500(9)       *               52,500          2,000         *

Sascha P. Fedyszyn, Vice
  President of Corporate
  Development and Secretary         123,360(10)    1.03%             85,000         38,360         *

David Rector, Director               15,000(11)      *               15,000            --          *

--------------------------
* Less than one percent.
</TABLE>

                                       12
<PAGE>

(1) At the time of this offering, there are no unnamed non-affiliates of Senesco
holding  less than the  lesser  of 1,000  shares or one  percent  of the  shares
issuable under the Plan from the exercise of stock options, excluding options to
purchase  additional  shares  of  common  stock  that  may be held by each  such
individual, which may be sold pursuant to this offering.

(2)  Applicable percentage of ownership is based on 11,880,045  shares of common
stock  outstanding  as of February  28, 2003,  plus the  issuance of  additional
shares of common  stock  assuming  the  exercise of all the options and warrants
held by such selling stockholder (whether vested or unvested).

(3)  Assumes that all of the shares of common stock to be offered by the selling
stockholder,  as set forth above, are sold pursuant to this offering and that no
other  shares of  common  stock  are  acquired  or  disposed  of by the  selling
stockholders  prior to the  termination  of this  offering.  Because the selling
stockholders  may sell all,  some or none of the  shares  registered  under this
prospectus  or may  acquire  or  dispose  of other  shares of common  stock,  no
reliable  estimate can be made of the  aggregated  number of shares that will be
sold  pursuant to this  offering or the number or percentage of shares of common
stock that each selling stockholder will own upon completion of this offering.

(4)  Includes 390,000 shares of common stock underlying directly held vested and
unvested options granted prior to this offering.

(5)  Includes 430,000 shares of common stock underlying directly held vested and
unvested options granted prior to this offering.

(6)  Includes 140,000 shares of common stock underlying directly held vested and
unvested options granted prior to this offering.

(7)  Includes 100,000 shares of common stock underlying directly held vested and
unvested  options and 178,106  shares of common stock  underlying  directly held
vested warrants granted prior to this offering.

(8)  Includes 100,000 shares of common stock underlying directly held vested and
unvested  options and 89,053  shares of common stock  underlying  directly  held
vested warrants granted prior to this offering.

(9)  Includes 52,500 shares of common stock underlying  directly held vested and
unvested options granted prior to this offering.

(10) Includes 85,000 shares of common stock underlying  directly held vested and
unvested options granted prior to this offering.

(11) Represents  15,000 shares of common stock  underlying  directly held vested
and unvested options granted prior to this offering.




                                       13
<PAGE>

                              PLAN OF DISTRIBUTION


     The shares covered by this  prospectus may be offered and sold from time to
time by the  selling  stockholders.  The term  "selling  stockholders"  includes
donees,  pledgees,  transferees or other  successors-in-interest  selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders  will act  independently  of us in making decisions with respect to
the timing,  manner and size of each sale. Such sales may be made on one or more
exchanges or in the  over-the-counter  market or otherwise,  at prices and under
terms then  prevailing or at prices  related to the then current market price or
in negotiated  transactions.  The selling  stockholders may sell their shares by
one or more of, or a combination of, the following methods:

          o    purchases  by a  broker-dealer  as  principal  and resale by such
               broker-dealer for its own account pursuant to this prospectus;
          o    ordinary  brokerage  transactions  and  transactions in which the
               broker solicits purchasers;
          o    block trades in which the  broker-dealer  so engaged will attempt
               to sell the shares as agent but may position and resell a portion
               of the block as principal to facilitate the transaction;
          o    an over-the-counter  distribution in accordance with the rules of
               the Nasdaq National Market;
          o    in privately negotiated transactions; and
          o    in options transactions.

     In addition,  any shares that qualify for sale  pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of  distribution.  In  connection  with
distributions  of the shares or otherwise,  the selling  stockholders  may enter
into hedging  transactions with broker-dealers or other financial  institutions.
In  connection  with  such  transactions,   broker-dealers  or  other  financial
institutions  may  engage in short  sales of the  common  stock in the course of
hedging  the  positions  they  assume  with  selling  stockholders.  The selling
stockholders  may also sell the common stock short and  redeliver  the shares to
close out such short  positions.  The selling  stockholders  may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial  institution
of shares offered by this prospectus,  which shares such  broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).  The selling  stockholders may also pledge
shares to a broker-dealer or other financial  institution,  and, upon a default,
such  broker-dealer  or other  financial  institution,  may effect  sales of the
pledged  shares  pursuant  to this  prospectus  (as  supplemented  or amended to
reflect such transaction).

     In  effecting  sales,  broker-dealers  or  agents  engaged  by the  selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive  commissions,  discounts or  concessions  from the selling
stockholders in amounts to be negotiated immediately prior to the sale.

     In offering the shares covered by this prospectus, the selling stockholders
and any  broker-dealers  who execute sales for the selling  stockholders  may be
deemed to be "underwriters"  within the meaning of the Securities Act of 1933 in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the  shares  must  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.



                                       14
<PAGE>

     We have advised the selling stockholders that the  anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  stockholders and their  affiliates.
In  addition,  we will make copies of this  prospectus  available to the selling
stockholders for the purpose of satisfying the prospectus delivery  requirements
of the  Securities  Act of 1933.  The selling  stockholders  may  indemnify  any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities,  including liabilities arising under the Securities
Act of 1933.

     At the time a particular offer of shares is made, if required, a prospectus
supplement  will be  distributed  that will set forth the number of shares being
offered and the terms of the offering,  including  the name of any  underwriter,
dealer or agent,  the  purchase  price paid by any  underwriter,  any  discount,
commission and other item constituting compensation, any discount, commission or
concession  allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.

                                     EXPERTS

     The audited consolidated financial statements  incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Goldstein Golub Kessler LLP,  independent  public  accountants,  as indicated in
their report with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in accounting  and auditing in giving
said report.

                                  LEGAL MATTERS

     The validity of the shares of common stock offered by this  prospectus have
been passed  upon for us by Hale and Dorr LLP,  Princeton,  New Jersey.  We have
granted to Hale and Dorr LLP a warrant to purchase  15,000  shares of our common
stock.




                                       15
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  Delaware  General  Corporation  Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed 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.  A corporation may, in advance of
the final  disposition of any civil,  criminal,  administrative or investigative
action,  suit  or  proceeding,  pay the  expenses  (including  attorneys'  fees)
incurred by any officer,  director,  employee or agent in defending such action,
provided  that the  director  or officer  undertakes  to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
corporation. A corporation may indemnify such person against 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 if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses (including attorneys fees) which he actually and reasonably
incurred in connection therewith.  The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

     Our certificate of  incorporation  includes a provision that eliminates the
personal  liability  of our  directors  to us or our  stockholders  for monetary
damages for breach of their  fiduciary duty to the maximum  extent  permitted by
the DGCL. The DGCL does not permit liability to be eliminated (i) for any breach
of a  director's  duty of  loyalty to us or our  stockholders,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or redemptions,  as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit. In
addition,  as  permitted  in  Section  145  of  the  DGCL,  our  certificate  of
incorporation  and by-laws  provide that we shall  indemnify  our  directors and
officers  to  the  fullest  extent  permitted  by  the  DGCL,   including  those
circumstances in which indemnification would otherwise be discretionary, subject
to certain  exceptions.  Our by-laws also provide that we shall advance expenses
to directors and officers incurred in connection with an action or proceeding as
to which they may be entitled to indemnification, subject to certain exceptions.

     Each of our indemnification  agreements with each of our executive officers
and directors  provides for  indemnification  to the maximum extent permitted by
applicable  law. We also indemnify each of our directors and executive  officers
with the maximum  indemnification allowed to directors and executive officers by
the  DGCL,  subject  to  certain  exceptions,  as  well  as  certain  additional
procedural protections. In addition, we will generally advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

     The  indemnification  provisions in our  certificate of  incorporation  and
by-laws also permit indemnification for liabilities arising under the Securities
Act of 1933.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

     We currently carry director and officer  liability  insurance in the amount
of $2,000,000.


                                       16
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC permits us to  "incorporate  by reference" the  information we file
with the SEC, which means that we can disclose  important  information to you by
referring to those  documents.  The information  incorporated by reference is an
important part of this  Prospectus,  and information that we file later with the
SEC will automatically update and supercede this information.  We incorporate by
reference the documents  listed below and any future filings made by us with the
SEC under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934,  as  amended,  until the  filing  of a  post-effective  amendment  to this
Prospectus  which  indicates that all Shares  registered  here have been sold or
which  deregisters all Shares then remaining  unsold.  The following  documents,
which are on file with the Commission,  are  incorporated  in this  registration
statement by reference:

     (a) Senesco's annual report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, which includes audited financial statements for
our latest fiscal year for which such statements have been filed.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
document referred to in (a) above.

     (c) The description of Senesco's  common stock,  $0.01 par value,  which is
contained in our registration statement on Form 8-A filed on May 14, 2002, under
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment 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 part  hereof  from  the  date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or superseded  for the purposes
of this registration  statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

     ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered  by this  registration  statement.  Hale and Dorr LLP is the holder of a
warrant to purchase 15,000 shares of our common stock.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the  Delaware  General  Corporation  Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed 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,


<PAGE>

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.   A  corporation  may,  in  advance  of  the  final
disposition of any civil, criminal, administrative or investigative action, suit
or  proceeding,  pay the expenses  (including  attorneys'  fees) incurred by any
officer, director, employee or agent in defending such action, provided that the
director or officer  undertakes  to repay such amount if it shall  ultimately be
determined  that he is not  entitled to be  indemnified  by the  corporation.  A
corporation  may indemnify such person against  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 if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses (including attorneys fees) which he actually and reasonably
incurred in connection therewith.  The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

     Our certificate of  incorporation  includes a provision that eliminates the
personal  liability  of our  directors  to us or our  stockholders  for monetary
damages for breach of their  fiduciary duty to the maximum  extent  permitted by
the DGCL. The DGCL does not permit liability to be eliminated (i) for any breach
of a  director's  duty of  loyalty to us or our  stockholders,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or redemptions,  as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit. In
addition,  as  permitted  in  Section  145  of  the  DGCL,  our  certificate  of
incorporation  and by-laws  provide that we shall  indemnify  our  directors and
officers  to  the  fullest  extent  permitted  by  the  DGCL,   including  those
circumstances in which indemnification would otherwise be discretionary, subject
to certain  exceptions.  Our by-laws also provide that we shall advance expenses
to directors and officers incurred in connection with an action or proceeding as
to which they may be entitled to indemnification, subject to certain exceptions.

     Each of our indemnification  agreements with each of our executive officers
and directors  provides for  indemnification  to the maximum extent permitted by
applicable  law. We also indemnify each of our directors and executive  officers
with the maximum  indemnification allowed to directors and executive officers by
the  DGCL,  subject  to  certain  exceptions,  as  well  as  certain  additional
procedural protections. In addition, we will generally advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

     The  indemnification  provisions in our  certificate of  incorporation  and
by-laws also permit indemnification for liabilities arising under the Securities
Act of 1933.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

     We currently carry director and officer  liability  insurance in the amount
of $2,000,000.


<PAGE>

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The issuance of the shares  being  offered by this  registration  statement
were  deemed  exempt  from  registration  under  the  Securities  Act of 1933 in
reliance upon either Section 4(2) of the Securities Act of 1933 as  transactions
not involving any public  offering or Rule 701 under the  Securities Act of 1933
as transactions  made pursuant to a written  compensatory  plan or pursuant to a
written contract relating to compensation.

     ITEM 8. EXHIBITS.

      Number        Description
      ------        -----------

       4.1 +        Amended  and  Restated  Certificate  of  Incorporation  of
                    Senesco Technologies, Inc., filed with the State of Delaware
                    on December 26, 2002.

       4.2 *        Amended and Restated Bylaws of Senesco.

       5.1          Opinion of Hale and Dorr LLP, counsel to Senesco.

       23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1).

       23.2         Consent of Goldstein Golub Kessler LLP.

       24.1         Power of attorney  (included on the signature  pages of this
                    registration statement).

       99.1 +       Senesco's 1998 Stock Incentive Plan, as amended.

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

+    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's  quarterly report on Form 10-QSB for the period ended December
     31, 2002, and incorporated herein by reference.

*    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's quarterly report on Form 10-QSB for the period ended September
     30, 1999, and incorporated herein by reference.


     ITEM 9. UNDERTAKINGS.

     (a) Senesco hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registration  statement (or the most recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and


<PAGE>

               (iii) 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;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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 that time shall be deemed
     to be the initial bona fide offering thereof.

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

     (b)  Senesco  hereby  undertakes  that,  for  purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions,  or otherwise,  Senesco 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 of
1933  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 of 1933 and will be governed by the final adjudication of such issue.


<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 New Brunswick,  State of New Jersey, on this 28th day
of March, 2003.


                                    SENESCO TECHNOLOGIES, INC.

                                    By: /s/ Bruce C. Galton
                                        --------------------------------------
                                        Bruce C. Galton
                                        President and Chief Executive Officer



<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Bruce C. Galton and Joel  Brooks,  jointly and
severally,  his true and lawful  attorneys-in-fact  and  agents,  each with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
registration  statement,  and to file the same, with exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  each  of  said   attorneys-in-fact   and  agents,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

         Signature                        Title                        Date
         ---------                        -----                        ----

/s/ Bruce C. Galton         President, Chief Executive            March 17, 2003
------------------------    Officer and Director (Principal
Bruce C. Galton             Executive Officer)


/s/ Joel Brooks             Chief Financial Officer and           March 17, 2003
------------------------    Treasurer (Principal Financial
Joel Brooks                 and Accounting Officer)


/s/ Ruedi Stalder           Chairman of the Board and Director    March 17, 2003
------------------------
Ruedi Stalder


/s/ John E. Thompson        Executive Vice President of           March 17, 2003
------------------------    Research and Development and
John E. Thompson, Ph.D.     Director


/s/ Christopher Forbes      Director                              March 17, 2003
------------------------
Christopher Forbes


/s/ Thomas C. Quick         Director                              March 28, 2003
------------------------
Thomas C. Quick


/s/ David Rector            Director                              March 17, 2003
------------------------
David Rector


/s/ Philip B. Livingston    Director                              March 17, 2003
-------------------------
Philip B. Livingston



<PAGE>

                                INDEX TO EXHIBITS

      Number        Description
      ------        -----------

       4.1 +        Amended  and  Restated  Certificate  of  Incorporation  of
                    Senesco Technologies, Inc., filed with the State of Delaware
                    on December 26, 2002.

       4.2 *        Amended and Restated Bylaws of Senesco.

       5.1          Opinion of Hale and Dorr LLP, counsel to Senesco.

       23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1).

       23.2         Consent of Goldstein Golub Kessler LLP.

       24.1         Power of attorney  (included on the signature  pages of this
                    registration statement).

       99.1 +       Senesco's 1998 Stock Incentive Plan, as amended.

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

+    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's  quarterly report on Form 10-QSB for the period ended December
     31, 2002, and incorporated herein by reference.

*    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's quarterly report on Form 10-QSB for the period ended September
     30, 1999, and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "form_s-8.txt", "secsgml_size_bytes": 90148}]
{"company-data": {"conformed-name": "SENESCO TECHNOLOGIES INC", "cik": "0001035354", "assigned-sic": "8731", "irs-number": "841368850", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104105", "film-number": "03625192"}, "business-address": {"street1": "34 CHAMBERS STREET", "street2": "PO BOX 3303", "city": "PRINCETON", "state": "NJ", "zip": "08542", "phone": "6092520880"}, "mail-address": {"street1": "303 GEORGE STREET", "street2": "SUITE 420", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901"}, "former-company": {"former-conformed-name": "NAVA LEISURE USA INC", "date-changed": "19970310"}}
As filed with the Securities and Exchange Commission on March 28, 2003
                                                     Registration No. 333-
                                                                          ------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SENESCO TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              DELAWARE                                  84-1368850
-------------------------------------    ---------------------------------------
   (State or other jurisdiction of       (I.R.S. Employer Identification Number)
    incorporation or organization)

          303 GEORGE STREET, SUITE 420, NEW BRUNSWICK, NEW JERSEY 08901
                                 (732) 296-8400
--------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                     1998 STOCK INCENTIVE PLAN, AS AMENDED
--------------------------------------------------------------------------------
                            (Full title of the plan)

             BRUCE C. GALTON, PRESIDENT AND CHIEF EXECUTIVE OFFICER
          303 GEORGE STREET, SUITE 420, NEW BRUNSWICK, NEW JERSEY 08901
                                 (732) 296-8400
--------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

Copies of all communications, including all communications sent to the agent for
                          service, should be sent to:

                              DAVID J. SORIN, ESQ.
                              JOHN F. CINQUE, ESQ.
                                HALE AND DORR LLP
                              650 COLLEGE ROAD EAST
                           PRINCETON, NEW JERSEY 08540
                                 (609) 750-7600

-----------------------------------------------------------------------------------------------------
                                CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed
                                 Amount                Maximum       Proposed Maximum       Amount Of
   Title of Shares               To Be             Aggregate Price       Aggregate        Registration
   To Be Registered            Registered (1)         Per Share       Offering Price           Fee
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par      1,771,000 shares(2)       $2.60(3)        $4,604,600(3)        $372.51
value per share

Issuable pursuant to
options previously granted
under the 1998 Stock
Incentive Plan, as amended
-----------------------------------------------------------------------------------------------------
Common Stock, $0.01 par      1,229,000 shares(2)       $2.02(4)        $2,482,580(4)        $200.84
value per share

Issuable pursuant to
options to be granted
under the 1998 Stock
Incentive Plan, as amended
=====================================================================================================
(1)  In accordance  with  Rule  416  under  the  Securities  Act  of  1933, this
     registration  statement shall be deemed to cover any additional  securities
     that may  from  time to time be  offered  or  issued  to  prevent  dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  An aggregate of three  million  (3,000,000)  shares are issuable  under the
     1998 Stock Incentive Plan, as amended.

(3)  Pursuant to Rule 457(h) of the Securities Act of 1933, the proposed maximum
     offering price is calculated  based on the weighted  average exercise price
     of $2.60 per share, covering 1,771,000 shares issuable under the 1998 Stock
     Incentive Plan, as amended.

(4)  Pursuant  to Rules  457(c) and 457(h) of the  Securities  Act of 1933,  the
     proposed  maximum  offering  price is  estimated  solely for the purpose of
     calculating the  registration  fee, and is based on the average of the high
     and low prices of Senesco's  common stock as reported on the American Stock
     Exchange on March 25, 2003.
EXPLANATORY NOTE

     The documents  containing the information  specified in the instructions to
Part I of Form S-8 will be sent or given to participants of Senesco's 1998 Stock
Incentive Plan, as amended,  referred to herein as the Plan, as required by Rule
428(b)(1) of the  Securities  Act of 1933. As permitted by the  instructions  to
Part I of Form  S-8,  these  documents  are not  filed  with  this  registration
statement.

     This registration  statement on Form S-8 has been filed by Senesco in order
to register an aggregate of three  million  (3,000,000)  shares of common stock,
$0.01 par value per  share,  issuable  upon the  exercise  of stock  options  or
restricted stock awards granted or to be granted under the Plan as follows:

     The first part of this registration statement contains a reoffer prospectus
prepared in accordance with the  requirements of Part I of Form S-3 with respect
to options granted to affiliates pursuant to the Plan prior to the date hereof.

     The  second  part  of this  registration  statement  contains  "Information
Required  in  the  Registration  Statement"  prepared  in  accordance  with  the
requirements  of Part  II of  Form  S-8  with  respect  to  options  granted  to
non-affiliates  pursuant to the Plan, prior to the date hereof,  and that may be
granted subsequent to the date hereof.

     Prior to the date hereof,  there have been no exercises of options  granted
under the Plan.
The  information  in this  prospectus  is not complete  and may be changed.  The
selling  stockholders  named in this  prospectus  may not sell these  securities
until  the  registration  statement  filed  with  the  Securities  and  Exchange
Commission  is  effective.  This  prospectus  is  not an  offer  to  sell  these
securities  and  the  selling  stockholders  named  in this  prospectus  are not
soliciting offers to buy these securities in any jurisdiction where the offer or
sale is not permitted.

                   SUBJECT TO COMPLETION, DATED MARCH 28, 2003

                                   PROSPECTUS

                           SENESCO TECHNOLOGIES, INC.

                        1,312,500 shares of common stock
                      issuable pursuant to options granted
                 under the 1998 Stock Incentive Plan, as amended

     This  prospectus  relates  to public  resales,  from  time to time,  of one
million three hundred  twelve  thousand five hundred  (1,312,500)  shares of our
common  stock  that may be  acquired  upon the  exercise  of  stock  options  or
restricted  stock awards granted  pursuant to our 1998 Stock  Incentive Plan, as
amended,  referred to herein as the Plan, to the selling stockholders identified
herein.  Options  or  shares  of  common  stock  may be  issued  under the stock
incentive  plan in  amounts  and to  persons  not  presently  known by us.  Such
information,  when known,  may be included in an amendment or supplement to this
prospectus.

     The shares of our common stock may be offered and sold from time to time by
the selling  stockholders  identified  in this  prospectus,  or their  pledgees,
donees,  transferees or other  successors-in-interest  through public or private
transactions at prevailing market prices, at prices related to prevailing market
prices or at privately  negotiated prices. The selling stockholders will pay all
underwriting  discounts and selling commissions,  if any, applicable to the sale
of the  shares.  We will not receive  any  proceeds  from the sale of the shares
other than the  exercise  price  payable to us upon the  potential  exercise  of
options and warrants held by the selling stockholders.

     Our common stock is traded on the American  Stock Exchange under the ticker
symbol  "SNT." On March 26,  2003,  the last  reported  sale price of our common
stock was $[ ] per share. You are urged to obtain current market  quotations for
our common stock.

     Investing  in our common  stock  involves a high degree of risk.  See "Risk
Factors" beginning on page 3 to read about risks that you should consider before
you invest in any of the common stock being offered with this prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

               The date of this prospectus is             , 2003.
                                              --------- --
TABLE OF CONTENTS
                                                                            Page
                                                                            ----

About This Prospectus...................................................      1

Where You Can Find More Information.....................................      1

Incorporation by Reference..............................................      1

About Senesco...........................................................      2

Risk Factors............................................................      3

Special Note Regarding Forward-Looking Statements.......................     11

Use of Proceeds.........................................................     11

Selling Stockholders....................................................     12

Plan of Distribution....................................................     14

Experts.................................................................     15

Legal Matters...........................................................     15

Indemnification of Directors and Officers...............................     16

As used in this prospectus, references to "Senesco," "we," "us," and "our" refer
to Senesco  Technologies,  Inc. and its subsidiary,  Senesco,  Inc.,  unless the
context otherwise requires.
ABOUT THIS PROSPECTUS

     This prospectus is a part of a registration  statement on Form S-8 filed by
us with the Securities and Exchange  Commission to register  3,000,000 shares of
our common  stock,  issuable  upon the exercise of stock  options or  restricted
stock awards granted or to be granted under the Plan.  This  prospectus does not
contain all of the information set forth in the registration statement,  certain
parts of which are omitted in accordance  with the rules and  regulations of the
SEC.  Accordingly,  you  should  refer  to the  registration  statement  and its
exhibits for further  information  about us and our common stock.  Copies of the
registration  statement  and its exhibits  are on file with the SEC.  Statements
contained in this prospectus concerning the documents we have filed with the SEC
are not intended to be  comprehensive,  and in each instance we refer you to the
copy of the actual document filed as an exhibit to the registration statement or
otherwise filed with the SEC.

     We have not  authorized  anyone to provide you with  information  different
from that contained or incorporated by reference in this prospectus. The selling
stockholders  are  offering to sell,  and seeking  offers to buy,  shares of our
common stock only in  jurisdictions  where offers and sales are  permitted.  The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other documents with the SEC. You may
read  and  copy any  document  we file at the  SEC's  public  reference  room at
Judiciary Plaza Building,  450 Fifth Street, N.W., Room 1024,  Washington,  D.C.
20549.  You  should  call  1-800-SEC-0330  for more  information  on the  public
reference  room. Our SEC filings are also available to you on the SEC's Internet
site at http://www.sec.gov.

     This prospectus is part of a registration  statement that we filed with the
SEC. The registration  statement  contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can  obtain a copy of the  registration  statement  from the SEC at the  address
listed above or from the SEC's Internet site.

                           INCORPORATION BY REFERENCE

     The SEC allows us to  "incorporate by reference" much of the information we
file with them (former  Commission File No. 0-22307 and current  Commission File
No. 001-31326), which means that we can disclose important information to you by
referring you to those publicly  available  documents.  The information  that we
incorporate by reference is considered to be part of this  prospectus.  You must
look at all of the SEC filings that we  incorporate by reference to determine if
any of the statements in any document previously  incorporated by reference have
been  modified or  superseded.  This  prospectus  incorporates  by reference the
following  documents  and any future  filings  made with the SEC pursuant to the
Securities and Exchange Act of 1934 since June 30, 2002:

          o    our registration statement on Form 8-A, dated May 14, 2002;
          o    our current report on Form 8-K, dated July 2, 2002;
          o    our annual  report on Form  10-KSB for the fiscal year ended June
               30, 2002, filed on September 30, 2002;
          o    our  quarterly  report  on  Form  10-QSB  for the  quarter  ended
               September 30, 2002, filed on November 14, 2002; and
          o    our  quarterly  report  on  Form  10-QSB  for the  quarter  ended
               December 31, 2002, filed on February 14, 2003.

     You may  request  a copy of any or all of these  filings,  at no  cost,  by
writing or  telephoning us at:  Senesco  Technologies,  Inc., 303 George Street,
Suite 420, New Brunswick, New Jersey 08901; telephone (732) 296-8400.

                                       1
You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  The selling  stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that  information in this  prospectus or any supplement is
accurate as of any date other than the date on the front of these documents.

                                  ABOUT SENESCO

     Our  primary   business  is  the  research,   development   and  commercial
exploitation  of a potentially  significant  platform  technology  involving the
identification and  characterization  of genes that we believe control the aging
of plant  cells,  also known as  senescence,  and the  programmed  cell death of
mammalian cells, also known as apoptosis.

     Our technology goals for plant applications are to:

          o    extend the shelf-life of perishable plant products;
          o    produce larger and more leafy crops;
          o    increase crop production in  horticultural  and agronomic  crops;
               and
          o    reduce the harmful effects of environmental stress.

      Our technology goals for mammalian research are to:

          o    identify  drug  targets  for  treatment  of  diseases  caused  by
               abnormal apoptosis;
          o    develop  gene  therapies  which  directly  target the symptoms of
               these diseases; and
          o    develop a  screening  assay  system to enable the  discovery  and
               development of compounds to treat these diseases.

     Senesco  was formed in June 1998.  We are a  Delaware  corporation  and our
business is currently  operated through Senesco and our wholly-owned  subsidiary
Senesco, Inc., a New Jersey corporation.

     Our  executive  offices are located at 303 George  Street,  Suite 420,  New
Brunswick,  New Jersey  08901,  our telephone  number is (732)  296-8400 and our
Internet  address is  http://www.senesco.com.  The  information  on our Internet
website is not  incorporated  by reference in this  prospectus,  and our website
address is included in this prospectus as a textual reference only.

                                       2
RISK FACTORS

     Investing  in our common stock  involves a high degree of risk.  Before you
invest in our common stock, you should carefully  consider the following factors
and cautionary  statements,  as well as the other  information set forth herein.
Additional risks and uncertainties may also impair our business  operations.  If
any of the following risks actually occur, our business,  financial condition or
results of operations may suffer.  As a result,  the trading price of our common
stock could  decline,  and you could lose all or a  substantial  portion of your
investment in our common stock.

WE HAVE A LIMITED  OPERATING  HISTORY AND HAVE INCURRED  SUBSTANTIAL  LOSSES AND
EXPECT FUTURE LOSSES.

     We are a developmental stage biotechnology company with a limited operating
history and limited assets and capital.  We have incurred losses each year since
inception  and have an  accumulated  deficit of  $7,430,321 at June 30, 2002 and
$8,507,363 at December 31, 2002. We have generated minimal revenues by licensing
certain of our  technology  to  companies  willing  to share in our  development
costs. However, our technology may not be ready for widespread commercialization
for several  years.  We expect to continue to incur  losses over the next two to
three  years  because  we  anticipate  that our  expenditures  on  research  and
development,  commercialization and administrative activities will significantly
exceed our revenues during that period. We cannot predict when, if ever, we will
become profitable.

WE DEPEND ON A SINGLE PRINCIPAL TECHNOLOGY.

     Our primary  business is the  development  and commercial  exploitation  of
technology to identify, isolate,  characterize,  and silence genes which control
the aging and death of cells in plants  and  mammals.  Our  future  revenue  and
profitability  critically  depend  upon  our  ability  to  successfully  develop
senescence  and  apoptosis  gene  technology  and later  market and license such
technology  at a profit.  We have  conducted  experiments  on certain crops with
favorable results and have conducted certain preliminary cell-line  experiments,
which have provided us with data upon which we have designed additional research
programs.  However,  we cannot give any assurance  that our  technology  will be
commercially  successful  or  economically  viable  for all  crops or  mammalian
applications.

     In addition,  no assurance can be given that adverse consequences might not
result  from the use of our  technology,  such as the  development  of  negative
effects  on plants or  mammals  or  reduced  benefits  in terms of crop yield or
protection.  Our  failure to obtain  market  acceptance  of our  technology,  to
successfully  commercialize such technology or to develop a commercially  viable
product would have a material adverse effect on our business.

WE OUTSOURCE ALL OF OUR RESEARCH AND DEVELOPMENT ACTIVITIES.

     We rely on third  parties to perform all of our  research  and  development
activities.  Our primary  research  and  development  efforts  take place at the
University of Waterloo in Ontario,  Canada,  where our technology was developed,
at the  University of Colorado,  at Anawah,  Inc.,  formerly  known as Tilligen,
Inc.,  and  with  our  commercial  partners.  At this  time,  we do not have the
internal  capabilities  to perform  our  research  and  development  activities.
Accordingly,   the  failure  of  third-party  research  partners,  such  as  the
University of Waterloo, to perform under agreements entered into with us, or our
failure to renew important research  agreements with these third parties,  would
have a  material  adverse  effect on our  ability  to develop  and  exploit  our
technology.

WE HAVE SIGNIFICANT FUTURE CAPITAL NEEDS.

     We had cash and highly-liquid  investments  valued at $4,664,678 as of June
30,  2002 and  $3,573,575  as of  December  31,  2002,  and  working  capital of
$3,425,367  as of June 30, 2002 and  $3,443,925  as of  December  31,  2002.  We
believe that we can operate  according to our current business plan for at least
twelve months using our available  reserves.  To date, we have generated minimal
revenues and we  anticipate  that our  operating  costs will exceed any revenues
generated over the next several years.  Therefore, we anticipate that we will be
required to raise additional capital in the future in

                                       3
order  to  operate  according  to our  current  business  plan.  We may  require
additional funding in less than twelve months, and additional funding may not be
available on favorable  terms,  if at all. In addition,  in connection with such
funding,  if we need to issue more equity  securities  than our  certificate  of
incorporation  currently  authorizes,  or more than 20% of the  shares of common
stock outstanding,  we may need stockholder approval. If stockholder approval is
not  obtained  or if  adequate  funds are not  available,  we may be required to
curtail  operations  significantly or to obtain funds through  arrangements with
collaborative  partners or others that may  require us to  relinquish  rights to
certain of our technologies,  product candidates, products or potential markets.
Investors may experience  dilution in their  investment from future offerings of
our common stock. For example,  if we raise additional capital by issuing equity
securities,  such an issuance would reduce the percentage  ownership of existing
stockholders.  In  addition,  assuming  the exercise of all options and warrants
granted,  we had  2,301,802  shares  of  common  stock as of June  30,  2002 and
12,131,802  shares of common  stock as of  December  31,  2002,  authorized  but
unissued,  which  may be  issued  from  time to time by our  board of  directors
without stockholder approval.  Furthermore, we may need to issue securities that
have rights,  preferences and privileges senior to our common stock.  Failure to
obtain financing on acceptable terms would have a material adverse effect on our
liquidity.

     Since  inception,  we have financed all of our operations  through  private
equity financings.  Our future capital  requirements depend on numerous factors,
including:

          o    the scope of our research and development;
          o    our ability to attract business  partners willing to share in our
               development costs;
          o    our ability to successfully commercialize our technology;
          o    competing technological and market developments;
          o    our  ability to enter  into  collaborative  arrangements  for the
               development,  regulatory approval and  commercialization of other
               products; and
          o    the cost of filing,  prosecuting,  defending and enforcing patent
               claims and other intellectual property rights.

OUR BUSINESS  DEPENDS ON OUR PATENTS,  LICENSES AND  PROPRIETARY  RIGHTS AND THE
ENFORCEMENT OF THESE RIGHTS.

     As a result of the substantial length of time and expense associated with
developing products and bringing them to the marketplace in the agricultural and
biotechnology  industries,  obtaining  and  maintaining  patent and trade secret
protection for technologies,  products and processes is of vital importance. Our
success will depend in part on several factors, including, without limitation:

          o    our  ability  to  obtain  patent   protection  for  technologies,
               products and processes;
          o    our ability to preserve trade secrets; and
          o    our ability to operate without  infringing the proprietary rights
               of  other  parties  both  in the  United  States  and in  foreign
               countries.

     We have been issued one patent by the U.S. Patent and Trademark  Office. We
have also filed patent applications in the United States and internationally for
our  technology  which is  vital to our  primary  business,  as well as  several
Continuations in Part on these patent applications.  Our success depends in part
upon the  enforcement of our patent rights and whether  patents are granted from
our pending patent applications.

     Furthermore, although we believe that our technology is unique and will not
violate or infringe upon the proprietary rights of any third party, there can be
no assurance that such claims will not be made or if made, could be successfully
defended  against.  If we do not obtain and maintain patent  protection,  we may
face increased competition in the United States and internationally, which would
have a material adverse effect on our business.

     Since patent  applications  in the United States are  maintained in secrecy
until patents are issued, and since publication of discoveries in the scientific
and patent  literature tend to lag behind actual  discoveries by several months,
we cannot be certain that we were the first creator of the inventions covered by
our  pending  patent  applications  or that we were  the  first  to file  patent
applications for these inventions.

                                       4
In addition, among other things, we cannot guarantee that:

          o    our patent applications will result in the issuance of patents;
          o    any patents  issued or licensed to us will be free from challenge
               and that if challenged, would be held to be valid;
          o    any patents  issued or licensed to us will  provide  commercially
               significant   protection   for  our   technology,   products  and
               processes;
          o    other  companies  will not  independently  develop  substantially
               equivalent  proprietary  information  which is not covered by our
               patent rights;
          o    other companies will not obtain access to our know-how;
          o    other  companies will not be granted patents that may prevent the
               commercialization of our technology; or
          o    we will not require licensing and the payment of significant fees
               or royalties to third  parties for the use of their  intellectual
               property in order to enable us to conduct our business.

     If any relevant  claims of third-party  patents which are adverse to us are
upheld as valid and enforceable,  we could be prevented from commercializing our
technology  or could be  required  to obtain  licenses  from the  owners of such
patents.  We cannot  guarantee that such licenses would be available or, even if
available, would be on acceptable terms.

     We could become involved in infringement  actions to enforce and/or protect
our patents.  Regardless of the outcome, patent litigation is expensive and time
consuming and would distract our management from other activities.

     The laws of some foreign countries do not protect proprietary rights to the
same  extent  as  the  laws  of the  United  States,  and  many  companies  have
encountered  significant  problems  and costs in  protecting  their  proprietary
rights in these foreign countries.

     Patent law is still evolving  relative to the scope and  enforceability  of
claims  in the  fields  in which we  operate.  We are  like  most  biotechnology
companies in that our patent protection is highly uncertain and involves complex
legal and  technical  questions  for which legal  principles  are not yet firmly
established.  In  addition,  if  issued,  our  patents  may not  contain  claims
sufficiently broad to protect us against third parties with similar technologies
or products, or provide us with any competitive advantage.

     The U.S. Patent and Trademark  Office and the courts have not established a
consistent  policy  regarding  the  breadth of claims  allowed in  biotechnology
patents.  The allowance of broader claims may increase the incidence and cost of
patent interference proceedings and the risk of infringement litigation.  On the
other  hand,  the  allowance  of  narrower  claims  may  limit  the value of our
proprietary rights.

     Our success also depends upon know-how, unpatentable trade secrets, and the
skills, knowledge and experience of our scientific and technical personnel. As a
result,  we require all employees to agree to a  confidentiality  provision that
prohibits the  disclosure of  confidential  information to anyone outside of our
company,  during the term of  employment  and  thereafter.  We also  require all
employees to disclose and assign to us the rights to their ideas,  developments,
discoveries  and  inventions.  We also attempt to enter into similar  agreements
with our consultants,  advisors and research collaborators.  We cannot guarantee
adequate  protection  for our  trade  secrets,  know-how  or  other  proprietary
information  against  unauthorized  use or disclosure.  We occasionally  provide
information to research  collaborators in academic  institutions and request the
collaborators  to conduct certain tests.  We cannot  guarantee that the academic
institutions will not assert intellectual  property rights in the results of the
tests conducted by the research collaborators, or that the academic institutions
will grant licenses under such intellectual  property rights to us on acceptable
terms,  if at all.  If the  assertion  of  intellectual  property  rights  by an
academic  institution is  substantiated,  and the academic  institution does not
grant  intellectual  property  rights to us,  these events could have a material
adverse effect on our business and financial results.

                                       5
WE WILL HAVE TO PROPERLY MANAGE OUR GROWTH.

     As our  business  grows,  we may  need to add  employees  and  enhance  our
management,  systems and procedures.  We will need to successfully integrate our
internal   operations   with  the   operations   of  our   marketing   partners,
manufacturers,  distributors  and  suppliers to produce and market  commercially
viable  products.  Although we do not presently  intend to conduct  research and
development  activities  in-house,  we may  undertake  those  activities  in the
future. Expanding our business will place a significant burden on our management
and operations.  Our failure to effectively  respond to changes brought about by
our growth may have a material  adverse  effect on our  business  and  financial
results.

WE HAVE NO  MARKETING  OR SALES  HISTORY  AND  DEPEND ON  THIRD-PARTY  MARKETING
PARTNERS.

     We have no  history of  marketing,  distributing  or selling  biotechnology
products and we are relying on our ability to successfully  establish  marketing
partners or other arrangements with third parties to market, distribute and sell
a  commercially  viable  product both here and abroad.  Our  business  plan also
envisions creating strategic  alliances to access needed  commercialization  and
marketing  expertise.  We may not be able to  attract  qualified  sub-licensees,
distributors  or  marketing  partners,  and even if  qualified,  such  marketing
partners  may  not be able to  successfully  market  products  or  human  health
applications developed with our technology. If we fail to successfully establish
distribution  channels,  or if our marketing  partners fail to provide  adequate
levels of sales, we will not be able to generate significant revenue.

WE DEPEND ON PARTNERS TO DEVELOP AND MARKET OUR TECHNOLOGY.

     In its current  state of  development,  our  technology  is not ready to be
marketed to  consumers.  We intend to follow a  multi-faceted  commercialization
strategy that involves the licensing of our technology to business  partners for
the purpose of further technological development, marketing and distribution. We
are seeking business partners who will share the burden of our development costs
while our  technology  is still being  developed,  and who will pay us royalties
when they market and  distribute  products  incorporating  our  technology  upon
commercialization.  The establishment of joint ventures and strategic  alliances
may create future competitors,  especially in certain regions abroad where we do
not  pursue  patent  protection.  If we fail to  establish  beneficial  business
partners and strategic  alliances,  our growth will suffer and our technological
development may be harmed.

COMPETITION  IN THE  AGRICULTURAL  AND  BIOTECHNOLOGY  INDUSTRIES IS INTENSE AND
TECHNOLOGY IS CHANGING RAPIDLY.

     Many agricultural and  biotechnology  companies are engaged in research and
development  activities  relating to senescence  and  apoptosis.  The market for
plant  protection  and yield  enhancement  products  is  intensely  competitive,
rapidly  changing  and  undergoing  consolidation.  We may be unable to  compete
successfully  against our current  and future  competitors,  which may result in
price reductions, reduced margins and the inability to achieve market acceptance
for our  technology.  Our  competitors  in the  field of plant  senescence  gene
technology are companies that develop and produce  transgenic plants and include
major international agricultural companies, specialized biotechnology companies,
research and  academic  institutions  and,  potentially,  our joint  venture and
strategic alliance partners. Such companies include: Paradigm Genetics;  Aventis
Crop Science; Mendel Biotechnology; Renessen LLC; Exelixis Plant Sciences, Inc.;
PlantGenix,  Inc.;  and Eden  Bioscience,  among  others.  Some of the companies
involved in apoptosis research include:  Cell Pathways,  Inc.;  Trevigen,  Inc.;
Idun Pharmaceuticals;  Novartis;  Introgen Therapeutics,  Inc.; Genta, Inc.; and
Oncogene,  Inc. Many of these competitors have substantially  greater financial,
marketing,  sales,  distribution  and technical  resources than us and have more
experience in research and  development,  clinical trials,  regulatory  matters,
manufacturing and marketing.  We anticipate increased  competition in the future
as new companies enter the market and new  technologies  become  available.  Our
technology may be rendered obsolete or uneconomical by technological advances or
entirely different approaches developed by one or more of our competitors.

                                       6
OUR BUSINESS IS SUBJECT TO VARIOUS GOVERNMENT REGULATIONS.

     At present,  the U.S.  federal  government  regulation of  biotechnology is
divided among three agencies:  (i) the USDA regulates the import,  field testing
and  interstate  movement of specific types of genetic  engineering  that may be
used in the  creation of  transgenic  plants;  (ii) the EPA  regulates  activity
related to the invention of plant  pesticides and herbicides,  which may include
certain kinds of transgenic  plants;  and (iii) the FDA regulates  foods derived
from new plant varieties.  The FDA requires that transgenic plants meet the same
standards  for  safety  that are  required  for all  other  plants  and foods in
general.  Except  in the case of  additives  that  significantly  alter a food's
structure,  the FDA  does not  require  any  additional  standards  or  specific
approval  for  genetically   engineered  foods,  but  expects  transgenic  plant
developers  to  consult  the  FDA  before   introducing  a  new  food  into  the
marketplace.  Use of our technology, if developed for human health applications,
will also be subject to FDA regulation.

     We believe that our current activities, which to date have been confined to
research and development  efforts,  do not require  licensing or approval by any
governmental regulatory agency. However,  federal, state and foreign regulations
relating to crop  protection  products and human health  applications  developed
through   biotechnology   are   subject  to  public   concerns   and   political
circumstances,  and,  as a  result,  regulations  have  changed  and may  change
substantially in the future.  Accordingly, we may become subject to governmental
regulations  or  approvals  or  become  subject  to  licensing  requirements  in
connection with our research and development efforts. We may also be required to
obtain such  licensing or approval  from the  governmental  regulatory  agencies
described above, or from state agencies,  prior to the  commercialization of our
genetically  transformed  plants and  mammalian  technology.  In  addition,  our
marketing  partners who utilize our  technology or sell products  grown with our
technology  may  be  subject  to  government  regulations.   The  imposition  of
unfavorable  governmental regulations on our technology or the failure to obtain
licenses or approvals in a timely manner would have a material adverse effect on
our business.

THE HUMAN HEALTH  APPLICATIONS  OF OUR  TECHNOLOGY  ARE SUBJECT TO A LENGTHY AND
UNCERTAIN REGULATORY PROCESS.

     The FDA must approve any drug or biologic product before it can be marketed
in the United States. In addition,  prior to being sold outside of the U.S., any
products  resulting  from the  application of our mammalian  technology  must be
approved by the regulatory  agencies of foreign  governments.  Prior to filing a
new drug  application or biologics  license  application  with the FDA, we would
have to perform extensive  pre-clinical testing and clinical trials, which could
take  several  years and may require  substantial  expenditures.  Any failure to
obtain regulatory  approval could delay or prevent us from  commercializing  our
mammalian technology.

CLINICAL  TRIALS  ON  OUR  HUMAN  HEALTH  APPLICATIONS  MAY BE  UNSUCCESSFUL  IN
DEMONSTRATING  EFFICACY  AND SAFETY,  WHICH  COULD  DELAY OR PREVENT  REGULATORY
APPROVAL.

     Clinical trials may reveal that our mammalian  technology is ineffective or
harmful, which would significantly limit the possibility of obtaining regulatory
approval for any drug or biologic product manufactured with our technology.  The
FDA requires  submission of extensive  pre-clinical,  clinical and manufacturing
data to assess the efficacy and safety of potential products.  Furthermore,  the
success  of  preliminary  studies  does  not  ensure  commercial  success,   and
later-stage  clinical  trials may fail to confirm the results of the preliminary
studies.

CONSUMERS MAY NOT ACCEPT OUR TECHNOLOGY.

     We cannot  guarantee  that consumers  will accept  products  containing our
technology.  Recently,  there has been  consumer  concern and consumer  advocate
activism with respect to genetically  engineered consumer products.  The adverse
consequences  from heightened  consumer  concern in this regard could affect the
markets for  products  developed  with our  technology  and could also result in
increased  government  regulation in response to that concern.  If the public or
potential  customers  perceive  our  technology  to be genetic  modification  or
genetic  engineering,  agricultural  products  grown with our technology may not
gain market acceptance.

                                       7
WE DEPEND ON OUR KEY RESEARCH PERSONNEL.

     We  are  highly  dependent  on our  scientific  advisors,  consultants  and
third-party  research  partners.  Dr. Thompson is the inventor of our technology
and the driving  force  behind our current  research.  The loss of Dr.  Thompson
would  severely  hinder our  technological  development.  Our success  will also
depend in part on the continued  service of our key employees and our ability to
identify,  hire  and  retain  additional  qualified  personnel  in an  intensely
competitive  market.  We do not maintain key person life insurance on any member
of management.  The failure to attract and retain key personnel  could limit our
growth and hinder our research and development efforts.

CERTAIN  PROVISIONS  OF OUR  CHARTER,  BY-LAWS  AND  DELAWARE  LAW COULD  MAKE A
TAKEOVER DIFFICULT.

     Certain  provisions of our certificate of  incorporation  and by-laws could
make it more  difficult for a third party to acquire  control of us, even if the
change in control  would be  beneficial  to  stockholders.  Our  certificate  of
incorporation  authorizes our board of directors to issue,  without  stockholder
approval, except as may be required by the rules of the American Stock Exchange,
5,000,000 shares of preferred stock with voting, conversion and other rights and
preferences  that could adversely affect the voting power or other rights of the
holders of our common stock. Similarly, our by-laws do not restrict our board of
directors from issuing preferred stock without stockholder approval.

     In addition, we are subject to the Business Combination Act of the Delaware
General Corporation Law which, subject to certain exceptions,  restricts certain
transactions and business  combinations  between a corporation and a stockholder
owning 15% or more of the corporation's outstanding voting stock for a period of
three years from the date such stockholder becomes a 15% owner. These provisions
may have the effect of delaying or preventing a change of control of our company
without action by our stockholders  and,  therefore,  could adversely affect the
value of our common stock.

     Furthermore,  in the  event of our  merger  or  consolidation  with or into
another  corporation,  or the sale of all or substantially  all of our assets in
which the successor  corporation  does not assume  outstanding  options or issue
equivalent  options,  our board of directors is required to provide  accelerated
vesting of outstanding options.

OUR MANAGEMENT AND OTHER AFFILIATES HAVE SIGNIFICANT CONTROL OF OUR COMMON STOCK
AND COULD CONTROL OUR ACTIONS IN A MANNER THAT  CONFLICTS WITH OUR INTERESTS AND
THE INTERESTS OF OTHER STOCKHOLDERS.

     Our  executive   officers,   directors  and  affiliated  entities  together
beneficially own  approximately  51.62% of the outstanding  shares of our common
stock as of June 30,  2002 and  45.9% as of  December  31,  2002,  assuming  the
exercise of options and warrants which are currently exercisable,  held by these
stockholders. As a result, these stockholders,  acting together, will be able to
exercise   considerable   influence  over  matters  requiring  approval  by  our
stockholders, including the election of directors, and may not always act in the
best interests of other stockholders. Such a concentration of ownership may have
the effect of  delaying  or  preventing  a change in  control  of us,  including
transactions in which our  stockholders  might  otherwise  receive a premium for
their shares over then current market prices.

OUR STOCKHOLDERS MAY EXPERIENCE  SUBSTANTIAL DILUTION AS A RESULT OF OUTSTANDING
OPTIONS AND WARRANTS TO PURCHASE OUR COMMON STOCK.

     As of December  31,  2002,  we have  granted  options  outside of our stock
option  plan to  purchase  10,000  shares of our common  stock and  warrants  to
purchase  4,207,153  shares of our common stock.  In addition,  we have reserved
3,000,000  shares of our common stock for issuance  upon the exercise of options
granted pursuant to our stock option plan,  1,771,000 of which have been granted
as of December 31, 2002 and 1,229,000 of which may be granted in the future. The
exercise of these  options and warrants  will result in dilution to our existing
stockholders and could have a material adverse effect on our stock price.

                                       8
SHARES ELIGIBLE FOR PUBLIC SALE.

     As of December  31,  2002,  we had  11,880,045  shares of our common  stock
issued and outstanding,  of which approximately  8,000,000 shares are registered
pursuant to a registration  statement on Form S-3, which was deemed effective on
June 28, 2002, and the remainder of which are in the public float.  In addition,
we are  registering  3,000,000  shares of our common  stock  underlying  options
granted or to be granted  under our stock  option plan.  Consequently,  sales of
substantial  amounts  of our  common  stock in the  public  market,  whether  by
purchasers in this offering or  stockholders  holding  shares of our  registered
common  stock,  or the  perception  that such sales could occur,  may  adversely
affect the market price of our common stock.

RISKS RELATED TO THIS OFFERING.

     Our common stock is quoted on the American Stock Exchange and currently has
a limited  trading  market.  We cannot assure you that an active  trading market
will develop or, if developed,  will be maintained. As a result, you may find it
difficult to dispose of, or to obtain  accurate  quotations  as to the value of,
shares of our common stock and may suffer a loss of all or a substantial portion
of your investment.

OUR STOCK PRICE MAY FLUCTUATE AFTER THIS OFFERING.

     We  cannot  guarantee  that you will be able to  resell  the  shares of our
common  stock at or above your  purchase  price.  The market price of our common
stock may fluctuate  significantly  in response to a number of factors,  some of
which are beyond our control. These factors include:

          o    quarterly variations in operating results;
          o    the   progress  or   perceived   progress  of  our  research  and
               development efforts;
          o    changes in accounting treatments or principles;
          o    announcements by us or our competitors of new technology, product
               and service  offerings,  significant  contracts,  acquisitions or
               strategic relationships;
          o    additions or departures of key personnel;
          o    future  offerings  or  resales  of  our  common  stock  or  other
               securities;
          o    stock market  price and volume  fluctuations  of  publicly-traded
               companies in general and development companies in particular; and
          o    general political, economic and market conditions.

IF OUR COMMON STOCK IS DELISTED  FROM THE  AMERICAN  STOCK  EXCHANGE,  IT MAY BE
SUBJECT TO THE "PENNY  STOCK"  REGULATIONS  WHICH MAY AFFECT THE  ABILITY OF OUR
STOCKHOLDERS TO SELL THEIR SHARES.

     In general,  regulations  of the SEC define a "penny stock" to be an equity
security that is not listed on a national securities exchange or Nasdaq and that
has a market  price of less than  $5.00 per share or with an  exercise  price of
less than $5.00 per share, subject to certain exceptions.  If the American Stock
Exchange  delists  our common  stock,  it could be deemed a penny  stock,  which
imposes additional sales practice  requirements on broker-dealers that sell such
securities to persons other than certain qualified  investors.  For transactions
involving a penny stock,  unless  exempt,  a  broker-dealer  must make a special
suitability  determination for the purchaser and receive the purchaser's written
consent to the  transaction  prior to the sale. In addition,  the rules on penny
stocks  require  delivery,  prior to and after any penny stock  transaction,  of
disclosures required by the SEC.

     If our common stock were subject to the rules on penny  stocks,  the market
liquidity  for our  common  stock  could be  severely  and  adversely  affected.
Accordingly,  the ability of holders of our common stock to sell their shares in
the secondary market may also be adversely affected.

                                       9
INCREASING POLITICAL AND SOCIAL TURMOIL, SUCH AS TERRORIST AND MILITARY ACTIONS,
INCREASE THE DIFFICULTY FOR US AND OUR STRATEGIC PARTNERS TO FORECAST ACCURATELY
AND PLAN FUTURE BUSINESS ACTIVITIES.

     Recent  political and social  turmoil,  including the terrorist  attacks of
September 11, 2001 and the current crisis in the Middle East, can be expected to
put further pressure on economic  conditions in the United States and worldwide.
These political,  social and economic conditions may make it difficult for us to
plan future business activities.  Specifically,  if the current crisis in Israel
continues  to escalate,  our joint  venture with Rahan  Meristem  Ltd.  could be
adversely affected.

                                       10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes and incorporates forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934 based upon the beliefs of our management,  as well as assumptions  made by,
and the  information  currently  available to, our  management.  All statements,
other than  statements of historical  facts,  included or  incorporated  in this
prospectus regarding our strategy, future operations, financial position, future
revenues,  projected  costs,  prospects,  plans and objectives of management are
forward-looking  statements.  The words "anticipates,"  "believes," "estimates,"
"expects,"  "intends," "may," "plans,"  "projects,"  "will," "would" and similar
expressions are intended to identify  forward-looking  statements,  although not
all  forward-looking  statements  contain  these  identifying  words.  We cannot
guarantee  that we actually will achieve the plans,  intentions or  expectations
disclosed  in our  forward-looking  statements  and you should  not place  undue
reliance  on our  forward-looking  statements.  Actual  results or events  could
differ materially from the plans,  intentions and expectations  disclosed in the
forward-looking  statements we make. We have included  important  factors in the
cautionary statements included or incorporated in this prospectus,  particularly
under the heading "Risk  Factors," that we believe could cause actual results or
events to differ  materially from the  forward-looking  statements that we make.
Our forward-looking statements do not reflect the potential impact of any future
acquisitions,  mergers, dispositions, joint ventures or investments we may make.
You  are  cautioned  not  to  place  undue  reliance  on  these  forward-looking
statements,  which  speak  only as of the date of this  prospectus.  Except  for
special  circumstances  in which a duty to update  arises when prior  disclosure
becomes materially  misleading in light of subsequent  circumstances,  we do not
intend to update any of these  forward-looking  statements to reflect  events or
circumstances  after the date of this prospectus or to reflect the occurrence of
unanticipated events.

                                 USE OF PROCEEDS

     We will not receive any  proceeds  from the sale of our common stock by the
selling stockholders.  We will receive the proceeds from the exercise of options
held by the selling stockholders,  if any are exercised. The options entitle the
selling  stockholders  to purchase shares of our common stock at exercise prices
ranging from $1.50 to $4.00 per share and with a weighted average exercise price
of $2.60 per share.

     The  selling   stockholders   will  pay  any  underwriting   discounts  and
commissions  and expenses  incurred by the selling  stockholders in disposing of
the  shares.  We will  bear all  other  costs,  fees and  expenses  incurred  in
effecting the registration of the shares covered by this prospectus,  including,
without  limitation,  all registration and filing fees,  American Stock Exchange
listing fees and fees and expenses of our counsel and our accountants.

                                       11
SELLING STOCKHOLDERS

     The  selling  stockholders  listed  in  the  following  table  may  acquire
1,312,500  shares  of  our  common  stock  being  registered  pursuant  to  this
prospectus  through the  exercise of options  previously  granted to them by us.
These  shares of common stock may not be sold or  otherwise  transferred  by the
selling  stockholders  unless and until the applicable  options are exercised in
accordance with their terms.

     The 1,312,500 shares covered by this prospectus represent approximately 10%
of our  outstanding  shares  of  common  stock as of  February  28,  2003.  Such
percentage calculation is based on 11,880,045 shares of common stock outstanding
as of February 28, 2003, and the issuance of an additional  1,312,500  shares of
common  stock  assuming  the  exercise  of all the  options  held by the selling
stockholders.

     The following  table sets forth:  (i) the name of each selling  stockholder
whose name is known as of the date of the filing of this prospectus; (ii) his or
her  position(s),  office  or  other  material  relationship  with  us  and  our
predecessors or affiliates over the last three years; (iii) the number of shares
of common  stock  owned (or  subject  to options or  warrants)  by each  selling
stockholder as of February 28, 2003 and prior to this offering;  (iv) the number
of shares of common stock which may be offered and are being  registered for the
account of each  selling  stockholder  by this  prospectus  (all of which may be
acquired by the selling stockholders pursuant to the exercise of options subject
to the appropriate vesting of such options);  and (v) the amount of common stock
to be owned by each such selling stockholder if such selling stockholder were to
sell all of their shares of common stock covered by this prospectus.

     The  selling  stockholders  may sell none of the shares or less than all of
the shares listed on the table. In addition, the shares listed below may be sold
pursuant  to  this   prospectus   or  in  privately   negotiated   transactions.
Accordingly,  we cannot  estimate  the number of shares of common stock that the
selling stockholders will sell under this prospectus.

     In addition, options or shares of common stock may be issued under the Plan
in amounts and to persons not  presently  known by us.  Such  information,  when
known, may be included in an amendment or supplement to this prospectus.

                                        Ownership of                                    Ownership of
                                    Selling Stockholders       Number of Shares     Selling Stockholders
 Name and Position (1)              Prior to Offering (2)     Offered Hereby (3)   After Offering (2) (3)
------------------------------     -----------------------    ------------------   ----------------------

                                     Number    Percent (%)          Number          Number     Percent (%)
                                     ------    -----------          ------          ------     -----------
Ruedi Stalder, Chairman of
  the Board of Directors            456,667(4)     3.72%            390,000         66,667         *

Bruce C. Galton, President,
  Chief Executive Officer and
  Director                          432,000(5)     3.51%            430,000          2,000         *

John E. Thompson, Ph.D.,
  Executive Vice President
  of Research and Development
  and Director                      712,000(6)     5.92%            140,000        572,000       4.76%

Christopher Forbes, Director        826,029(7)     6.90%            100,000        726,029       6.06%

Thomas C. Quick, Director           328,787(8)     2.74%            100,000        228,787       1.91%

Joel Brooks, Chief Financial
  Officer and Treasurer              54,500(9)       *               52,500          2,000         *

Sascha P. Fedyszyn, Vice
  President of Corporate
  Development and Secretary         123,360(10)    1.03%             85,000         38,360         *

David Rector, Director               15,000(11)      *               15,000            --          *

--------------------------
* Less than one percent.
12
(1) At the time of this offering, there are no unnamed non-affiliates of Senesco
holding  less than the  lesser  of 1,000  shares or one  percent  of the  shares
issuable under the Plan from the exercise of stock options, excluding options to
purchase  additional  shares  of  common  stock  that  may be held by each  such
individual, which may be sold pursuant to this offering.

(2)  Applicable percentage of ownership is based on 11,880,045  shares of common
stock  outstanding  as of February  28, 2003,  plus the  issuance of  additional
shares of common  stock  assuming  the  exercise of all the options and warrants
held by such selling stockholder (whether vested or unvested).

(3)  Assumes that all of the shares of common stock to be offered by the selling
stockholder,  as set forth above, are sold pursuant to this offering and that no
other  shares of  common  stock  are  acquired  or  disposed  of by the  selling
stockholders  prior to the  termination  of this  offering.  Because the selling
stockholders  may sell all,  some or none of the  shares  registered  under this
prospectus  or may  acquire  or  dispose  of other  shares of common  stock,  no
reliable  estimate can be made of the  aggregated  number of shares that will be
sold  pursuant to this  offering or the number or percentage of shares of common
stock that each selling stockholder will own upon completion of this offering.

(4)  Includes 390,000 shares of common stock underlying directly held vested and
unvested options granted prior to this offering.

(5)  Includes 430,000 shares of common stock underlying directly held vested and
unvested options granted prior to this offering.

(6)  Includes 140,000 shares of common stock underlying directly held vested and
unvested options granted prior to this offering.

(7)  Includes 100,000 shares of common stock underlying directly held vested and
unvested  options and 178,106  shares of common stock  underlying  directly held
vested warrants granted prior to this offering.

(8)  Includes 100,000 shares of common stock underlying directly held vested and
unvested  options and 89,053  shares of common stock  underlying  directly  held
vested warrants granted prior to this offering.

(9)  Includes 52,500 shares of common stock underlying  directly held vested and
unvested options granted prior to this offering.

(10) Includes 85,000 shares of common stock underlying  directly held vested and
unvested options granted prior to this offering.

(11) Represents  15,000 shares of common stock  underlying  directly held vested
and unvested options granted prior to this offering.

                                       13
PLAN OF DISTRIBUTION

     The shares covered by this  prospectus may be offered and sold from time to
time by the  selling  stockholders.  The term  "selling  stockholders"  includes
donees,  pledgees,  transferees or other  successors-in-interest  selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders  will act  independently  of us in making decisions with respect to
the timing,  manner and size of each sale. Such sales may be made on one or more
exchanges or in the  over-the-counter  market or otherwise,  at prices and under
terms then  prevailing or at prices  related to the then current market price or
in negotiated  transactions.  The selling  stockholders may sell their shares by
one or more of, or a combination of, the following methods:

          o    purchases  by a  broker-dealer  as  principal  and resale by such
               broker-dealer for its own account pursuant to this prospectus;
          o    ordinary  brokerage  transactions  and  transactions in which the
               broker solicits purchasers;
          o    block trades in which the  broker-dealer  so engaged will attempt
               to sell the shares as agent but may position and resell a portion
               of the block as principal to facilitate the transaction;
          o    an over-the-counter  distribution in accordance with the rules of
               the Nasdaq National Market;
          o    in privately negotiated transactions; and
          o    in options transactions.

     In addition,  any shares that qualify for sale  pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of  distribution.  In  connection  with
distributions  of the shares or otherwise,  the selling  stockholders  may enter
into hedging  transactions with broker-dealers or other financial  institutions.
In  connection  with  such  transactions,   broker-dealers  or  other  financial
institutions  may  engage in short  sales of the  common  stock in the course of
hedging  the  positions  they  assume  with  selling  stockholders.  The selling
stockholders  may also sell the common stock short and  redeliver  the shares to
close out such short  positions.  The selling  stockholders  may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial  institution
of shares offered by this prospectus,  which shares such  broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).  The selling  stockholders may also pledge
shares to a broker-dealer or other financial  institution,  and, upon a default,
such  broker-dealer  or other  financial  institution,  may effect  sales of the
pledged  shares  pursuant  to this  prospectus  (as  supplemented  or amended to
reflect such transaction).

     In  effecting  sales,  broker-dealers  or  agents  engaged  by the  selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive  commissions,  discounts or  concessions  from the selling
stockholders in amounts to be negotiated immediately prior to the sale.

     In offering the shares covered by this prospectus, the selling stockholders
and any  broker-dealers  who execute sales for the selling  stockholders  may be
deemed to be "underwriters"  within the meaning of the Securities Act of 1933 in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the  shares  must  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

                                       14
We have advised the selling stockholders that the  anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  stockholders and their  affiliates.
In  addition,  we will make copies of this  prospectus  available to the selling
stockholders for the purpose of satisfying the prospectus delivery  requirements
of the  Securities  Act of 1933.  The selling  stockholders  may  indemnify  any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities,  including liabilities arising under the Securities
Act of 1933.

     At the time a particular offer of shares is made, if required, a prospectus
supplement  will be  distributed  that will set forth the number of shares being
offered and the terms of the offering,  including  the name of any  underwriter,
dealer or agent,  the  purchase  price paid by any  underwriter,  any  discount,
commission and other item constituting compensation, any discount, commission or
concession  allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.

                                     EXPERTS

     The audited consolidated financial statements  incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Goldstein Golub Kessler LLP,  independent  public  accountants,  as indicated in
their report with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in accounting  and auditing in giving
said report.

                                  LEGAL MATTERS

     The validity of the shares of common stock offered by this  prospectus have
been passed  upon for us by Hale and Dorr LLP,  Princeton,  New Jersey.  We have
granted to Hale and Dorr LLP a warrant to purchase  15,000  shares of our common
stock.

                                       15
INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  Delaware  General  Corporation  Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed 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.  A corporation may, in advance of
the final  disposition of any civil,  criminal,  administrative or investigative
action,  suit  or  proceeding,  pay the  expenses  (including  attorneys'  fees)
incurred by any officer,  director,  employee or agent in defending such action,
provided  that the  director  or officer  undertakes  to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
corporation. A corporation may indemnify such person against 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 if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses (including attorneys fees) which he actually and reasonably
incurred in connection therewith.  The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

     Our certificate of  incorporation  includes a provision that eliminates the
personal  liability  of our  directors  to us or our  stockholders  for monetary
damages for breach of their  fiduciary duty to the maximum  extent  permitted by
the DGCL. The DGCL does not permit liability to be eliminated (i) for any breach
of a  director's  duty of  loyalty to us or our  stockholders,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or redemptions,  as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit. In
addition,  as  permitted  in  Section  145  of  the  DGCL,  our  certificate  of
incorporation  and by-laws  provide that we shall  indemnify  our  directors and
officers  to  the  fullest  extent  permitted  by  the  DGCL,   including  those
circumstances in which indemnification would otherwise be discretionary, subject
to certain  exceptions.  Our by-laws also provide that we shall advance expenses
to directors and officers incurred in connection with an action or proceeding as
to which they may be entitled to indemnification, subject to certain exceptions.

     Each of our indemnification  agreements with each of our executive officers
and directors  provides for  indemnification  to the maximum extent permitted by
applicable  law. We also indemnify each of our directors and executive  officers
with the maximum  indemnification allowed to directors and executive officers by
the  DGCL,  subject  to  certain  exceptions,  as  well  as  certain  additional
procedural protections. In addition, we will generally advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

     The  indemnification  provisions in our  certificate of  incorporation  and
by-laws also permit indemnification for liabilities arising under the Securities
Act of 1933.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

     We currently carry director and officer  liability  insurance in the amount
of $2,000,000.

                                       16
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The SEC permits us to  "incorporate  by reference" the  information we file
with the SEC, which means that we can disclose  important  information to you by
referring to those  documents.  The information  incorporated by reference is an
important part of this  Prospectus,  and information that we file later with the
SEC will automatically update and supercede this information.  We incorporate by
reference the documents  listed below and any future filings made by us with the
SEC under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934,  as  amended,  until the  filing  of a  post-effective  amendment  to this
Prospectus  which  indicates that all Shares  registered  here have been sold or
which  deregisters all Shares then remaining  unsold.  The following  documents,
which are on file with the Commission,  are  incorporated  in this  registration
statement by reference:

     (a) Senesco's annual report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, which includes audited financial statements for
our latest fiscal year for which such statements have been filed.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
document referred to in (a) above.

     (c) The description of Senesco's  common stock,  $0.01 par value,  which is
contained in our registration statement on Form 8-A filed on May 14, 2002, under
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment 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 part  hereof  from  the  date of the  filing  of such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or superseded  for the purposes
of this registration  statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

     ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Hale and Dorr LLP has opined as to the  legality  of the  securities  being
offered  by this  registration  statement.  Hale and Dorr LLP is the holder of a
warrant to purchase 15,000 shares of our common stock.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the  Delaware  General  Corporation  Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed 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.   A  corporation  may,  in  advance  of  the  final
disposition of any civil, criminal, administrative or investigative action, suit
or  proceeding,  pay the expenses  (including  attorneys'  fees) incurred by any
officer, director, employee or agent in defending such action, provided that the
director or officer  undertakes  to repay such amount if it shall  ultimately be
determined  that he is not  entitled to be  indemnified  by the  corporation.  A
corporation  may indemnify such person against  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 if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses (including attorneys fees) which he actually and reasonably
incurred in connection therewith.  The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

     Our certificate of  incorporation  includes a provision that eliminates the
personal  liability  of our  directors  to us or our  stockholders  for monetary
damages for breach of their  fiduciary duty to the maximum  extent  permitted by
the DGCL. The DGCL does not permit liability to be eliminated (i) for any breach
of a  director's  duty of  loyalty to us or our  stockholders,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or redemptions,  as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit. In
addition,  as  permitted  in  Section  145  of  the  DGCL,  our  certificate  of
incorporation  and by-laws  provide that we shall  indemnify  our  directors and
officers  to  the  fullest  extent  permitted  by  the  DGCL,   including  those
circumstances in which indemnification would otherwise be discretionary, subject
to certain  exceptions.  Our by-laws also provide that we shall advance expenses
to directors and officers incurred in connection with an action or proceeding as
to which they may be entitled to indemnification, subject to certain exceptions.

     Each of our indemnification  agreements with each of our executive officers
and directors  provides for  indemnification  to the maximum extent permitted by
applicable  law. We also indemnify each of our directors and executive  officers
with the maximum  indemnification allowed to directors and executive officers by
the  DGCL,  subject  to  certain  exceptions,  as  well  as  certain  additional
procedural protections. In addition, we will generally advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

     The  indemnification  provisions in our  certificate of  incorporation  and
by-laws also permit indemnification for liabilities arising under the Securities
Act of 1933.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

     We currently carry director and officer  liability  insurance in the amount
of $2,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The issuance of the shares  being  offered by this  registration  statement
were  deemed  exempt  from  registration  under  the  Securities  Act of 1933 in
reliance upon either Section 4(2) of the Securities Act of 1933 as  transactions
not involving any public  offering or Rule 701 under the  Securities Act of 1933
as transactions  made pursuant to a written  compensatory  plan or pursuant to a
written contract relating to compensation.

     ITEM 8. EXHIBITS.

      Number        Description
      ------        -----------

       4.1 +        Amended  and  Restated  Certificate  of  Incorporation  of
                    Senesco Technologies, Inc., filed with the State of Delaware
                    on December 26, 2002.

       4.2 *        Amended and Restated Bylaws of Senesco.

       5.1          Opinion of Hale and Dorr LLP, counsel to Senesco.

       23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1).

       23.2         Consent of Goldstein Golub Kessler LLP.

       24.1         Power of attorney  (included on the signature  pages of this
                    registration statement).

       99.1 +       Senesco's 1998 Stock Incentive Plan, as amended.

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

+    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's  quarterly report on Form 10-QSB for the period ended December
     31, 2002, and incorporated herein by reference.

*    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's quarterly report on Form 10-QSB for the period ended September
     30, 1999, and incorporated herein by reference.

     ITEM 9. UNDERTAKINGS.

     (a) Senesco hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective date of the registration  statement (or the most recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and
(iii) 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;

     provided,  however,  that  paragraphs  (i)  and  (ii) do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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 that time shall be deemed
     to be the initial bona fide offering thereof.

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

     (b)  Senesco  hereby  undertakes  that,  for  purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange  Act of 1934 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the registrant pursuant to the foregoing provisions,  or otherwise,  Senesco 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 of
1933  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 of 1933 and will be governed by the final adjudication of such issue.
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 New Brunswick,  State of New Jersey, on this 28th day
of March, 2003.

                                    SENESCO TECHNOLOGIES, INC.

                                    By: /s/ Bruce C. Galton
                                        --------------------------------------
                                        Bruce C. Galton
                                        President and Chief Executive Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Bruce C. Galton and Joel  Brooks,  jointly and
severally,  his true and lawful  attorneys-in-fact  and  agents,  each with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and all  capacities,  to sign  any  and all  amendments  to this
registration  statement,  and to file the same, with exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that  each  of  said   attorneys-in-fact   and  agents,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

         Signature                        Title                        Date
         ---------                        -----                        ----

/s/ Bruce C. Galton         President, Chief Executive            March 17, 2003
------------------------    Officer and Director (Principal
Bruce C. Galton             Executive Officer)

/s/ Joel Brooks             Chief Financial Officer and           March 17, 2003
------------------------    Treasurer (Principal Financial
Joel Brooks                 and Accounting Officer)

/s/ Ruedi Stalder           Chairman of the Board and Director    March 17, 2003
------------------------
Ruedi Stalder

/s/ John E. Thompson        Executive Vice President of           March 17, 2003
------------------------    Research and Development and
John E. Thompson, Ph.D.     Director

/s/ Christopher Forbes      Director                              March 17, 2003
------------------------
Christopher Forbes

/s/ Thomas C. Quick         Director                              March 28, 2003
------------------------
Thomas C. Quick

/s/ David Rector            Director                              March 17, 2003
------------------------
David Rector

/s/ Philip B. Livingston    Director                              March 17, 2003
-------------------------
Philip B. Livingston
INDEX TO EXHIBITS

      Number        Description
      ------        -----------

       4.1 +        Amended  and  Restated  Certificate  of  Incorporation  of
                    Senesco Technologies, Inc., filed with the State of Delaware
                    on December 26, 2002.

       4.2 *        Amended and Restated Bylaws of Senesco.

       5.1          Opinion of Hale and Dorr LLP, counsel to Senesco.

       23.1         Consent of Hale and Dorr LLP (included in Exhibit 5.1).

       23.2         Consent of Goldstein Golub Kessler LLP.

       24.1         Power of attorney  (included on the signature  pages of this
                    registration statement).

       99.1 +       Senesco's 1998 Stock Incentive Plan, as amended.

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

+    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's  quarterly report on Form 10-QSB for the period ended December
     31, 2002, and incorporated herein by reference.

*    Previously filed with the Securities and Exchange  Commission as an Exhibit
     to Senesco's quarterly report on Form 10-QSB for the period ended September
     30, 1999, and incorporated herein by reference.