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 * SIEGEL GARY   2. Issuer Name and Ticker or Trading Symbol GENTA INC DE/ [GETA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President, Finance (Last) (First) (Middle) 200 CONNELL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/31/2009 (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 08/31/2009(1)(2)   A   2,941,631 A (3) 2,942,134 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
Employee Stock Option (right to buy)	$ 3,015	08/31/2009		D			47	(4)	05/22/2013	Common Stock	47	(3)	0	D
Employee Stock Option (right to buy)	$ 3,096	08/31/2009		D			23	(4)	01/04/2014	Common Stock	23	(3)	0	D
Employee Stock Option (right to buy)	$ 750	08/31/2009		D			33	(4)	06/30/2014	Common Stock	33	(3)	0	D
Employee Stock Option (right to buy)	$ 486	08/31/2009		D			33	(4)	01/07/2015	Common Stock	33	(3)	0	D
Employee Stock Option (right to buy)	$ 282	08/31/2009		D			50	(4)	04/04/2015	Common Stock	50	(3)	0	D
Employee Stock Option (right to buy)	$ 270	08/31/2009		D			33	(4)	04/15/2015	Common Stock	33	(3)	0	D
Employee Stock Option (right to buy)	$ 555	08/31/2009		D			33	(4)	09/19/2015	Common Stock	33	(4)	0	D
Employee Stock Option (right to buy)	$ 615	08/31/2009		D			33	(4)	01/23/2016	Common Stock	33	(3)	0	D
Employee Stock Option (right to buy)	$ 231	08/31/2009		D			17	(4)	12/01/2016	Common Stock	17	(3)	0	D
Employee Stock Option (right to buy)	$ 136.89	08/31/2009		D			40	(4)	01/12/2007	Common Stock	40	(3)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SIEGEL GARY 200 CONNELL DRIVE BERKELEY HEIGHTS, NJ 07922			Vice President, Finance

Signatures

/s/Gary Siegel		09/11/2009
**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.
(2)	The restricted stock units that were issued on August 31, 2009 vest as follows: (i) 245,136 shares will vest on November 21, 2009; (ii) 245,136 shares will vest on March 22, 2010; (iii) 245,136 shares will vest on May 17, 2010; (iv) twenty-five percent (25%) will vest on August 31, 2010; (v) twenty-five percent (25%) will vest on August 31, 2011; and (vi) twenty-five percent (25%) will vest on August 31, 2012.
(3)	On August 31, 2009, the Issuer canceled, pursuant to the issuer's option exchange program (i) 47 options granted to the reporting person on May 22, 2003, (ii) 23 options granted on January 5, 2004, (iii) 33 options granted on June 30, 2004,(iv) 33 options granted on January 7, 2005, (v) 50 options granted on April 4, 2005, (vi) 33 options granted on April 15, 2005, (vii) 33 options granted on September 19, 2005, (viii)33 options granted on January 23, 2006, (ix) 17 options granted on December 1, 2006 and (x) 40 options granted on January 12, 2007.
(4)	The canceled options vested in four equal annual installments.

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