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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1. Name and Address of Reporting Person * Parios Christopher P   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) 695,698 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)

$ 363

08/26/2009

D

80

(3)

09/15/2015

Common Stock

80

(2)

0

D

Director's Stock Option (right to buy)

$ 639

08/26/2009

D

67

(3)

04/15/2016

Common Stock

67

(2)

0

D

Director's Stock Option (right to buy)

$ 90

08/26/2009

D

67

(3)

07/11/2017

Common Stock

67

(2)

0

D

Diretor's Stock Option (right to buy)

$ 12.5

08/26/2009

D

67

(3)

10/06/2018

Common Stock

67

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Parios Christopher P 200 CONNELL DRIVE BERKELEY HEIGHTS, NJ 07922	X

Signatures

/s/Christopher P. Parios		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. The restricted stock units that were issued on August 26, 2009 vested on stockholder approval of the Genta Incorporate 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 September 15, 2005, (ii) 67 options granted to the reporting person on April 5, 2006 (iii) 67 options granted to the reporting person on July 11, 2007 and (iv) 67 options granted to the reporting person on October 6, 2008. In exchange for these options, the reporting person received 695,658 shares of restricted stock units
(3)	The canceled options automatically vested on the date of grant. See (2) above for respective grant dates

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