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* WARRELL RAYMOND P JR (Last) (First) (Middle) C/O GENTA INCORPORATED 200 CONNELL DRIVE (Street) BERKELEY HEIGHTS NJ 07922 (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman & Chief Exec Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/17/2011
	4. If Amendment, Date of 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

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	02/17/2011		S		820,000	D	$0.0067	1,082,803,801(1)	D
Common Stock	02/18/2011		S		15,600	D	$0.2523	21,640,472(2)	D
Common Stock	02/22/2011		X		580,000	A	$0.16	21,094,588	D
Common Stock	02/22/2011		S		150,000	D	$0.2532	20,944,588	D
Common Stock								152,695(3)	I	By spouse

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
March 2010 Warrant	$0.16	02/22/2011		X			1,125,884	03/09/2010	03/09/2013	Common Stock	580,000	$0	9,738,707	D

Explanation of Responses:

1. Includes 780,000 shares of common stock held in joint account with Dr. Warrell's spouse, Dr. Itri, 5,981,681 shares of common stock potentially issuable upon the vesting of currently outstanding restricted stock units, 529,519,984 shares of common stock issuable upon the conversion of Senior Convertible Promissory Notes due September 4, 2011, as amended (the Notes), 3,032,500 shares of common stock issuable upon the conversion of Notes held by Dr. Warrell's IRA, 486,935,389 shares of common stock issuable upon the exercise of March 2010 Warrants, 56,250,980 shares of common stock issuable upon the exercise of December 2010 Warrants and 303,267 shares of common stock issuable upon the exercise of December 2010 Warrants held by Dr. Warrell's IRA.

2. Adjusted for a 1:50 reverse stock split implemented February 18, 2011. Includes 119,632 shares of common stock potentially issuable upon the vesting of currently outstanding restricted stock units,10,590,399 shares of common stock issuable upon the conversion of Notes, 60,650 shares of common stock issuable upon the conversion of Notes held by Dr. Warrell's IRA, 9,738,707 shares of common stock issuable upon the exercise of March 2010 Warrants, 1,125,019 shares of common stock issuable upon the exercise of December 2010 Warrants and 6,065 shares of common stock issuable upon the exercise of December 2010 Warrants held by Dr. Warrell's IRA.

3. Includes 52,622 shares of common stock potentially issuable upon the vesting of currently outstanding restricted stock units held by Dr. Itri, 90,975 shares of common stock issuable upon the conversion of Notes held by Dr. Itri and 9,098 shares of common stock issuable upon the exercise of December 2010 Warrants.

Remarks:

These transactions were conducted under a 10b5-1 Plan, as defined under the Securities Exchange Act of 1934, as amended.

	/s/ Raymond P. Warrell, Jr.	02/22/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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