SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ARIES FINANCIAL SERVICES INC (Last) (First) (Middle) 787 SEVENTH AVENUE 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENTA INC DE/ [ GNTA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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	02/13/2004		J(1)(2)		1,169,285	A	$0	0	I	By Aries Select, Ltd.
Common Stock	02/13/2004		J(1)(2)		568,163	A	$0	0	I	By Aries Select I, LLC
Common Stock	02/13/2004		J(1)(2)		117,645	A	$0	0	I	By Aries Select II, LLC
Common Stock	02/13/2004		J(3)(4)		5,898,548	D	$0	0	I	By Aries Select, Ltd.
Common Stock	02/13/2004		J(3)(4)		2,579,191	A	$0	8,003,589	I	By Aries Master Fund II
Common Stock	02/13/2004		J(3)(4)		2,829,843	D	$0	0	I	By Aries Select I, LLC
Common Stock	02/13/2004		J(3)(4)		1,912,759	A	$0	5,897,054	I	By Aries Domestic Fund, LP
Common Stock	02/13/2004		J(3)(4)		631,191	D	$0	0	I	By Aries Select II, LLC
Common Stock	02/13/2004		J(3)(4)		212,682	A	$0	656,191	I	By Aries Domestic Fund II, LP

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 Securities Underlying Derivative Security (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: 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
Series A Convertible Preferred	$6.76	02/13/2004		C(1)(2)			158,802	10/31/1993	08/08/1988	Common	1,169,285	$50	0	I	By Aries Select, Ltd.
Series A Convertible Preferred	$6.76	02/13/2004		C(1)(2)			76,813	10/31/1993	08/08/1988	Common	568,163	$50	0	I	By Aries Select I, LLC
Series A Convertible Preferred	$6.76	02/13/2004		C(1)(2)			15,905	10/31/1993	08/08/1988	Common	117,645	$50	0	I	By Aries Select II, LLC

1. Name and Address of Reporting Person* ARIES FINANCIAL SERVICES INC (Last) (First) (Middle) 787 SEVENTH AVENUE 48TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARIES SELECT LTD (Last) (First) (Middle) PARAMOUNT CAPITAL ASSET MGMT 787 7TH AVE 48TH FL (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARIES SELECT I LLC (Last) (First) (Middle) PARAMOUNT CAPITAL ASSET MGMT 787 7TH AVE 48TH FL (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARIES SELECT II LLC (Last) (First) (Middle) C/O PARAMOUNT CAPITAL ASSET MGMT 787 7TH AVE 48TH FL (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARIES TRUST (Last) (First) (Middle) PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. 787 SEVENTH AVENUE, 48TH FL. (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARIES DOMESTIC FUND L P (Last) (First) (Middle) PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. 787 SEVENTH AVENUE, 48TH FL. (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARIES DOMESTIC FUND II L P (Last) (First) (Middle) C/O PARAMOUNT CAPITAL ASSET MGMT 787 7TH AVE 48TH FL (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROSENWALD LINDSAY A MD (Last) (First) (Middle) PARAMOUNT CAPITAL ASSET MANAGEMENT, INC. 787 SEVENTH AVENUE, 48TH FL. (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Dr. Rosenwald is chairman and sole stockholder of Paramount Capital Asset Management, Inc. ("PCAM"). PCAM is the managing member of Aries Select I, LLC ("AS1") and Aries Select II, LLC ("AS2"), each a Delaware LLC, the general partner of the Aries Domestic Fund, L.P. ("ADF1") and Aries Domestic Fund II, L.P. ("ADF2"), each a Delaware limited partnership, and the investment manager of Aries Select, Ltd. ("Aries Select") and the Aries Master Fund II ("AMF2"), each a Cayman Island exempted company (such entities referred to above, the "Aries Funds"). Dr. Rosenwald and PCAM may be deemed to beneficially own the securities of the Issuer owned by the Aries Funds under Rule 16a-1(a)(1) of the Securities Exchange Act of 1934. Each of Dr. Rosenwald and PCAM disclaim beneficial ownership of the securities held by the Aries Funds under Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein, if any.

2. On February 13, 2004, Aries Select converted 158,805 shares of Series A Convertible Preferred Stock into 1,169,285 shares of common stock, AS1 converted 76,813 shares of Series A Convertible Preferred Stock into 568,163 shares of common stock, and AS2 converted 15,905 shares of Series A Convertible Preferred Stock into 117,645 shares of common stock.

3. Following the conversion of the Preferred Stock into Common Stock, Aries Select effected an in-kind, pro rata dividend (the "Dividend") of 5,898,583 shares of Common Stock of the Issuer ("Shares") to its shareholders. In connection with the Dividend, AMF2, which holds 43.7% of Aries Select, was issued 2,579,191 Shares. Similarly, AS1 effected an in-kind, pro rata distribution of 2,829,843 Shares to its members. In connection with such in-kind transfers, ADF1, which holds 67.6% of the LLC interests of AS1, was issued 212,682 Shares. In addition, AS2 effected an in-kind, pro rata distribution of 631,191 Shares to its members. In connection with such in-kind transfers, ADF2, which holds 33.7% of the LLC interests of AS2, was issued 212,682 Shares.

4. The Dividend and in-kind pro rata distributions resulted in a net reduction in the number of shares over which Dr. Rosenwald and PCAM have voting and dispositive power of 4,704,632 Shares. Following the transactions described above, Dr. Rosenwald may be deemed, for purposes of section 13D under the Securities Exchange Act of 1934, to have voting and dispositive power over 18,096,754 Shares as follows: 8,003,589 Shares owned by AMF2; 5,897,054 Shares owned by ADF1; 656,191 Shares owned by ADF2; 20,000 shares of Common Stock owned and warrants to purchase 3,305,522 Shares owned directly by Dr. Rosenwald.

Remarks:

Chairman and Chief Executive Officer Paramount Capital Asset Management,Inc.

	/s/ Lindsay A. Rosenwald, M.D.	02/13/2004
	** Signature of Reporting Person	Date
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