Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WATSON DOUGLAS G
   2. Issuer Name and Ticker or Trading Symbol
GENTA INC DE/ [GETA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
200 CONNELL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
08/26/2009
(Street)

BERKELEY HEIGHTS, NJ 07922		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/26/2009(1)   A   695,658 A (2) 695,858 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director's Stock option (right to buy) $ 4,116 08/26/2009   D     80   (3) 04/10/2012 Common Stock 80 (2) 0 D  
Director's Stock option (right to buy) $ 2,295 08/26/2009   D     67   (3) 06/20/2012 Common Stock 67 (2) 0 D  
Director's Stock option (right to buy) $ 2,058 08/26/2009   D     67   (3) 02/13/2013 Common Stock 67 (2) 0 D  
Director's Stock option (right to buy) $ 3,024 08/26/2009   D     67   (3) 03/19/2014 Common Stock 67 (2) 0 D  
Director's Stock option (right to buy) $ 345 08/26/2009   D     67   (3) 03/24/2015 Common Stock 67 (2) 0 D  
Director's Stock option (right to buy) $ 333 08/26/2009   D     17   (3) 06/23/2015 Common Stock 17 (2) 0 D  
Director's Stock option (right to buy) $ 639 08/26/2009   D     67   (3) 04/05/2016 Common Stock 67 (2) 0 D  
Director's Stock option (right to buy) $ 483 08/26/2009   D     17   (3) 06/16/2016 Common Stock 17 (2) 0 D  
Director's Stock option (right to buy) $ 90 08/26/2009   D     101   (3) 07/11/2017 Common Stock 1,101 (2) 0 D  
Director's Stock Option $ 12.5 08/26/2009   D     101   (3) 10/06/2018 Common Stock 101 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WATSON DOUGLAS G
200 CONNELL DRIVE
BERKELEY HEIGHTS, NJ 07922		   X      

Signatures

 /s/Douglas Watson   09/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On September 4, 2009, the Issuer filed Form S-8 for the Genta Incorporated 2009 Stock Incentive Plan, registering 83,478,929 shares of Genta Incorporated Common Stock, par value $0.001. The restricted stock units that were issued on August 26, 2009 vested on stockholder approval of the Genta Incorporated 2009 Stock Incentive Plan and were issued to the reporting person on September 8, 2009.
(2) On August 26, 2009, the Issuer canceled, pursuant to the issuer's option exchange program (i) 80 options granted to the reporting person on April 10, 2012, (ii)67 options granted on June 20, 2002, (iii) 67 options granted on February 13, 2003, (iv) 67 options granted on March 19, 2004, (v) 67 options granted on March 24, 2005, (vi) 17 options granted on June 23, 2005, (vii) 67 options granted on April 5, 2006, (viii) 17 options granted on June 16, 2006, (ix) 101 options granted on July 11, 2007, and (x) 101 options granted on October 6, 2008
(3) The canceled options automatically vested on the date of grant. See (2) above for respective grant dates.

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