Filed pursuant to Rule 424(b)(3)
                                    under the Securities Act of 1933, as amended
                                          (Registration Statement No. 333-89548)


                                   PROSPECTUS

                           SENESCO TECHNOLOGIES, INC.

                        12,304,795 Shares of Common Stock

     The  stockholders  of Senesco  listed in this  prospectus  are offering and
selling an aggregate of 12,304,795  shares of our common stock. Of those shares,
4,202,153  are issuable  upon the  exercise of options and warrants  held by the
selling  stockholders  at exercise  prices ranging from $0.01 to $3.50 per share
and with a weighted average exercise price of $2.62 per share.

     The shares of our common stock may be offered and sold from time to time by
the selling  stockholders  identified  in this  prospectus,  or their  pledgees,
donees,  transferees or other  successors-in-interest  through public or private
transactions at prevailing market prices, at prices related to prevailing market
prices or at privately  negotiated prices. The selling stockholders will pay all
underwriting  discounts and selling commissions,  if any, applicable to the sale
of the  shares.  We will not receive  any  proceeds  from the sale of the shares
other than the  exercise  price  payable to us upon the  potential  exercise  of
options and warrants held by the selling stockholders.

     Our common stock is traded on the American  Stock Exchange under the ticker
symbol "SNT." On June 25, 2002, the last reported sale price of our common stock
was $1.80 per share.  You are urged to obtain current market  quotations for the
common stock.

     INVESTING  IN OUR COMMON  STOCK  INVOLVES A HIGH DEGREE OF RISK.  SEE "RISK
FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD
CONSIDER  BEFORE YOU INVEST IN ANY OF THE COMMON  STOCK BEING  OFFERED WITH THIS
PROSPECTUS.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                  The date of this prospectus is June 28, 2002.



                                TABLE OF CONTENTS

                                                                            Page

About This Prospectus.....................................................   1

Where You Can Find More Information.......................................   1

Incorporation by Reference................................................   1

About Senesco.............................................................   2

Risk Factors..............................................................   3

Special Note Regarding Forward-Looking Statements.........................  10

Use of Proceeds...........................................................  10

Selling Stockholders......................................................  11

Plan of Distribution......................................................  15

Experts...................................................................  17

Legal Matters.............................................................  17

Indemnification of Directors and Officers.................................  18


As used in this prospectus, references to "Senesco," "we," "us," and "our" refer
to Senesco  Technologies,  Inc. and its subsidiary,  Senesco,  Inc.,  unless the
context otherwise requires.




                              ABOUT THIS PROSPECTUS

     This prospectus is a part of a registration  statement on Form S-3 filed by
us with the Securities and Exchange  Commission to register 12,304,795 shares of
our common stock.  This  prospectus  does not contain all of the information set
forth in the  registration  statement,  certain  parts of which are  omitted  in
accordance  with the rules and regulations of the SEC.  Accordingly,  you should
refer to the  registration  statement  and its exhibits for further  information
about us and our common  stock.  Copies of the  registration  statement  and its
exhibits  are on file  with the SEC.  Statements  contained  in this  prospectus
concerning  the  documents  we have  filed with the SEC are not  intended  to be
comprehensive,  and in each  instance  we refer  you to the  copy of the  actual
document filed as an exhibit to the  registration  statement or otherwise  filed
with the SEC.

     We have not  authorized  anyone to provide you with  information  different
from that contained or incorporated by reference in this prospectus. The selling
stockholders  are  offering to sell,  and seeking  offers to buy,  shares of our
common stock only in  jurisdictions  where offers and sales are  permitted.  The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other documents with the SEC. You may
read  and  copy any  document  we file at the  SEC's  public  reference  room at
Judiciary Plaza Building,  450 Fifth Street, N.W., Room 1024,  Washington,  D.C.
20549.  You  should  call  1-800-SEC-0330  for more  information  on the  public
reference  room. Our SEC filings are also available to you on the SEC's Internet
site at http://www.sec.gov.

     This prospectus is part of a registration  statement that we filed with the
SEC. The registration  statement  contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can  obtain a copy of the  registration  statement  from the SEC at the  address
listed above or from the SEC's Internet site.

                           INCORPORATION BY REFERENCE

     The SEC allows us to  "incorporate by reference" much of the information we
file with them (former  Commission File No. 0-22307 and current  Commission File
No. 001-31326), which means that we can disclose important information to you by
referring you to those publicly  available  documents.  The information  that we
incorporate by reference is considered to be part of this  prospectus.  You must
look at all of the SEC filings that we  incorporate by reference to determine if
any of the statements in any document previously  incorporated by reference have
been  modified or  superseded.  This  prospectus  incorporates  by reference the
documents listed below:

     o    our annual  report on Form  10-KSB for the fiscal  year ended June 30,
          2001,  filed on October 12, 2001 (Form 12b-25  filed on September  28,
          2001);

     o    our quarterly  report on Form 10-QSB for the quarter  ended  September
          30, 2001, filed on November 14, 2001;

     o    our proxy  statement for our annual  meeting of  stockholders  held on
          November 29, 2001;

     o    our quarterly report on Form 10-QSB for the quarter ended December 31,
          2001, filed on March 14, 2002;

     o    our  quarterly  report on Form 10-QSB for the quarter  ended March 31,
          2002, filed on May 9, 2002;

     o    our registration statement on Form 8-A, dated May 14, 2002; and

     o    our current report on Form 8-K, dated May 17, 2002.


                                       1


     You may  request  a copy of any or all of these  filings,  at no  cost,  by
writing or  telephoning us at:  Senesco  Technologies,  Inc., 303 George Street,
Suite 420, New Brunswick, New Jersey 08901; telephone (732) 296-8400.

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  supplement.  We have not authorized  anyone
else to provide you with different  information.  The selling  stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that  information in this  prospectus or any supplement is
accurate as of any date other than the date on the front of these documents.

                                  ABOUT SENESCO

     Our  primary   business  is  the  research,   development   and  commercial
exploitation  of a potentially  significant  platform  technology  involving the
identification and  characterization  of genes that we believe control the aging
of plant cells  (senescence)  and the programmed  cell death of mammalian  cells
(apoptosis). Our technology goals for plant applications are to:

     o    extend the shelf-life of perishable plant products;

     o    produce larger and more leafy crops;

     o    increase crop production (yield) in horticultural and agronomic crops;
          and

     o    reduce the harmful effects of environmental stress.


     Our technology goals for mammalian research are to:

     o    identify  drug targets for  treatment  of diseases  caused by abnormal
          apoptosis;

     o    develop gene  therapies  which  directly  target the symptoms of these
          diseases; and

     o    develop  a  screening   assay  system  to  enable  the  discovery  and
          development of compounds to treat these diseases.


     Senesco  was formed in June 1998.  We are a  Delaware  corporation  and our
business is currently  operated through Senesco and our wholly-owned  subsidiary
Senesco, Inc., a New Jersey corporation.

     Our  executive  offices are located at 303 George  Street,  Suite 420,  New
Brunswick,  New Jersey  08901,  our telephone  number is (732)  296-8400 and our
Internet  address is  http://www.senesco.com.  The  information  on our Internet
website is not  incorporated  by  reference in this  prospectus  and our website
address is included in this prospectus as a textual reference only.



                                       2


                                  RISK FACTORS

     Investing  in our common stock  involves a high degree of risk.  Before you
invest in our common stock, you should carefully  consider the following factors
and cautionary  statements,  as well as the other  information set forth herein.
Additional risks and uncertainties may also impair our business  operations.  If
any of the following risks actually occur, our business,  financial condition or
results of operations may suffer.  As a result,  the trading price of our common
stock could  decline,  and you could lose all or a  substantial  portion of your
investment in our common stock.

WE HAVE A LIMITED  OPERATING  HISTORY AND HAVE INCURRED  SUBSTANTIAL  LOSSES AND
EXPECT FUTURE LOSSES.

     We are a developmental stage biotechnology company with a limited operating
history and limited assets or capital.  We have incurred  losses each year since
inception  and have an  accumulated  deficit of $7,079,763 at March 31, 2002. We
have  generated  minimal  revenues by licensing  certain of our  technology to a
company willing to share in our development costs.  However,  our technology may
not be ready for widespread  commercialization  for several years.  We expect to
continue to incur losses over the next two to three years  because we anticipate
that  our  expenditures  on  research,   product   development,   marketing  and
administrative  activities  will  significantly  exceed our revenues during that
period. We cannot predict when, if ever, we will become profitable.

WE DEPEND ON A SINGLE PRINCIPAL INVENTION.

     Our primary  business is the  development  and commercial  exploitation  of
technology to identify, isolate,  characterize,  and silence genes which control
the aging and death of cells in plants  and  mammals.  Our  future  revenue  and
profitability  critically  depend  upon  our  ability  to  successfully  develop
senescence  and  apoptosis  gene  technology  and  later  market  and sell  such
technology  at a profit.  We have  conducted  experiments  on certain crops with
favorable results and have conducted  certain  preliminary cell line experiments
which have provided us with data upon which we will design  additional  research
programs.  However,  we cannot give any assurance  that our  technology  will be
commercially  successful  or  economically  viable  for all  crops or  mammalian
applications.

     In addition,  no assurance can be given that adverse consequences might not
result  from  the use of our  technology  such as the  development  of  negative
effects  on plants or  mammals  or  reduced  benefits  in terms of crop yield or
protection.  Our failure to develop a  commercially  viable  product,  to obtain
market  acceptance  of our  technology  or to  successfully  commercialize  such
technology would have a material adverse effect on our business.

WE OUTSOURCE ALL OF OUR RESEARCH AND DEVELOPMENT ACTIVITIES.

     We rely on third  parties to perform all of our  research  and  development
activities.  Our primary  research  and  development  effort  takes place at the
University of Waterloo in Ontario,  Canada,  where our technology was developed.
At this time, we do not have the internal  capabilities  to perform our research
and development  activities.  Accordingly,  the failure of third-party  research
partners,  such as the  University  of  Waterloo,  to perform  under  agreements
entered into with us, or our failure to renew important research agreements with
these  third  parties,  would have a material  adverse  affect on our ability to
develop and exploit our technology.

WE HAVE SIGNIFICANT FUTURE CAPITAL NEEDS.

     As of March 31,  2002,  we had a cash  balance of  $3,487,024  and  working
capital of $3,246,576.  We believe that we can operate  according to our current
business plan for at least 24 months using our available cash reserves. To date,
we have generated  minimal  revenues and we anticipate  that our operating costs
will exceed any revenues  generated over the next several years.  Therefore,  we
anticipate that we will be required to raise additional capital in the future in
order to operate according to our current


                                       3


business  plan. We may require  additional  funding in less than 24 months,  and
additional  funding  may not be  available  on  favorable  terms,  if at all. If
adequate  funds are not  available,  we may be  required  to curtail  operations
significantly  or  to  obtain  funds  through  arrangements  with  collaborative
partners or others that may  require us to  relinquish  rights to certain of our
technologies,  product candidates,  products or potential markets. Investors may
experience  dilution in their  investment  from future  offerings  of our common
stock. For example, if we raise additional capital by issuing equity securities,
such an issuance would reduce the percentage ownership of existing stockholders.
In addition,  assuming the exercise of all options and warrants  granted,  as of
March 31, 2002, we had 4,268,314 shares of common stock authorized but unissued,
which  may be  issued  from  time to  time by our  board  of  directors  without
stockholder approval required. Furthermore, we may need to issue securities that
have rights,  preferences and privileges senior to our common stock.  Failure to
obtain financing on acceptable terms would have a material adverse effect on our
liquidity.

     Since  inception,  we have financed all of our operations  through  private
equity financings.  Our future capital  requirements depend on numerous factors,
including:

     o    the scope of our research and development;

     o    our  ability  to  attract  business  partners  willing to share in our
          development costs;

     o    our ability to successfully commercialize our technology;

     o    competing technological and market developments;

     o    our  ability  to  enter  into   collaborative   arrangements  for  the
          development,   regulatory  approval  and  commercialization  of  other
          products; and

     o    the cost of filing, prosecuting, defending and enforcing patent claims
          and other intellectual property rights.

OUR BUSINESS  DEPENDS ON OUR PATENTS,  LICENSES AND  PROPRIETARY  RIGHTS AND THE
ENFORCEMENT OF THESE RIGHTS.

     As a result of the substantial  length of time and expense  associated with
developing products and bringing them to the marketplace in the agricultural and
biotechnology  industries,  obtaining  and  maintaining  patent and trade secret
protection for technologies,  products and processes is of vital importance. The
success  of our  company  will  depend in part on  several  factors,  including,
without limitation:

     o    our ability to obtain patent protection for technologies, products and
          processes;

     o    our ability to preserve trade secrets; and

     o    our ability to operate without  infringing the  proprietary  rights of
          other parties both in the United States and in foreign countries.

     We have  filed  four  patent  applications  in the  United  States  for the
technology  which is vital to our primary  business,  two of which we have filed
internationally. Our success depends in part upon patents being granted from our
pending  patent  applications  and, if granted,  the  enforcement  of our patent
rights. Furthermore,  although we believe that our technology is unique and will
not violate or infringe upon the  proprietary  rights of any third party,  there
can be no  assurance  that  such  claims  will not be made or if made,  could be
successfully  defended  against.  If  we  do  not  obtain  and  maintain  patent
protection,  we  may  face  increased  competition  in  the  United  States  and
internationally, which would have a material adverse effect on our business.

     Since patent  applications  in the United States are  maintained in secrecy
until patents are issued, and since publication of discoveries in the scientific
and patent literature tend to lag behind actual


                                       4


discoveries  by  several  months,  we cannot be  certain  that we were the first
creator of the inventions covered by our pending patent  applications or that we
were the first to file patent applications for these inventions.

     In addition, among other things, we cannot guarantee that:

     o    our patent applications will result in the issuance of patents;

     o    any patents  issued or licensed to us will be free from  challenge and
          that if challenged, they would be held to be valid;

     o    any  patents  issued  or  licensed  to us  will  provide  commercially
          significant protection for our technology, products and processes;

     o    other   companies  will  not   independently   develop   substantially
          equivalent proprietary  information which is not covered by our patent
          rights;

     o    other companies will not obtain access to our know-how;

     o    other  companies will not be granted patents that may prevent the sale
          of one or more of our products; or

     o    we will not require  licensing and the payment of significant  fees or
          royalties to third parties for the use of their intellectual  property
          in order to enable us to conduct our business.

     If any relevant  claims of third-party  patents which are adverse to us are
upheld as valid and enforceable,  we could be prevented from commercializing our
technology  or could be  required  to obtain  licenses  from the  owners of such
patents.  We cannot  guarantee that such licenses would be available or, even if
available, would be on acceptable terms.

     We could become involved in infringement  actions to enforce and/or protect
our patents,  which could be very expensive.  Regardless of the outcome,  patent
litigation is expensive and time  consuming  and would  distract our  management
from other activities.

     The laws of some foreign countries do not protect proprietary rights to the
same  extent  as  the  laws  of the  United  States,  and  many  companies  have
encountered  significant  problems  and costs in  protecting  their  proprietary
rights in these foreign countries.

     Patent law is still evolving  relative to the scope and  enforceability  of
claims  in the  fields  in which we  operate.  We are  like  most  biotechnology
companies in that our patent protection is highly uncertain and involves complex
legal and  technical  questions  for which legal  principles  are not yet firmly
established.  In  addition,  if  issued,  our  patents  may not  contain  claims
sufficiently broad to protect us against third parties with similar technologies
or products, or provide us with any competitive advantage.

     The U.S. Patent and Trademark  Office and the courts have not established a
consistent  policy  regarding  the  breadth of claims  allowed in  biotechnology
patents.  The allowance of broader claims may increase the incidence and cost of
patent interference proceedings and the risk of infringement litigation.  On the
other  hand,  the  allowance  of  narrower  claims  may  limit  the value of our
proprietary rights.

     Our success also depends upon know-how, unpatentable trade secrets, and the
skills, knowledge and experience of our scientific and technical personnel. As a
result,  we require all employees to agree to a  confidentiality  provision that
prohibits the  disclosure of  confidential  information to anyone outside of our
company,  during the term of  employment  and  thereafter.  We also  require all
employees to disclose and assign to us the rights to their ideas,  developments,
discoveries and inventions.  We also attempt to get similar  agreements from our
consultants,  advisors and research collaborators.  We cannot guarantee adequate
protection  for our trade  secrets,  know-how or other  proprietary  information
against  unauthorized use or disclosure.  We occasionally provide information to
research collaborators in academic institutions


                                       5


and request the collaborators to conduct certain tests. We cannot guarantee that
the academic  institutions will not assert  intellectual  property rights in the
results  of the  tests  conducted  by the  research  collaborators,  or that the
academic  institutions  will grant  licenses  under such  intellectual  property
rights to us on  acceptable  terms or at all. If the  assertion of  intellectual
property rights by an academic  institution is  substantiated,  and the academic
institution  does not grant  intellectual  property  rights to us,  these events
could have a material adverse effect on our business and financial results.

WE WILL HAVE TO PROPERLY MANAGE OUR GROWTH.

     As our  business  grows,  we may  need to add  employees  and  enhance  our
management,  systems and procedures.  We will need to successfully integrate our
internal   operations   with  the   operations   of  our   marketing   partners,
manufacturers,  distributors  and  suppliers to produce and market  commercially
viable  products.  Although we do not presently  intend to conduct  research and
development  activities  in-house,  we may  undertake  those  activities  in the
future. Expanding our business will place a significant burden on the management
and  operations of our company.  Our failure to  effectively  respond to changes
brought about by our growth may have a material  adverse  effect on our business
and financial results.

WE HAVE NO  MARKETING  OR SALES  HISTORY  AND  DEPEND ON  THIRD-PARTY  MARKETING
PARTNERS.

     We have no  history of  marketing,  distributing  or selling  biotechnology
products and we are relying on our ability to successfully  establish  marketing
partners or other arrangements with third parties to market, distribute and sell
a  commercially  viable  product both here and abroad.  Our  business  plan also
envisions creating strategic  alliances to access needed  commercialization  and
marketing  expertise.  We may not be able to  attract  qualified  sub-licensees,
distributors  or  marketing  partners,  and even if  qualified,  such  marketing
partners may not be able to  successfully  market  products  developed  with our
technology.  If we fail to successfully  establish  distribution channels, or if
our marketing  partners fail to provide adequate levels of sales, we will not be
able to generate significant revenue.

WE DEPEND ON PARTNERS TO DEVELOP AND MARKET PRODUCTS.

     At its current  state of  development,  our  technology  is not ready to be
marketed to  consumers.  We intend to follow a  multi-faceted  commercialization
strategy that involves the licensing of our technology to business  partners for
the purpose of further technological development, marketing and distribution. We
are seeking business partners who will share the burden of our development costs
while our products are still being developed, and who will pay us royalties when
they  market  and   distribute   our  products   upon   commercialization.   The
establishment  of joint  ventures  and  strategic  alliances  may create  future
competitors,  especially  in  regions  abroad  where  we do  not  pursue  patent
protection.  If we fail to establish  beneficial business partners and strategic
alliances, our growth will suffer and our product development may be harmed.

COMPETITION  IN THE  AGRICULTURAL  AND  BIOTECHNOLOGY  INDUSTRIES IS INTENSE AND
TECHNOLOGY IS CHANGING RAPIDLY.

     Many agricultural and  biotechnology  companies are engaged in research and
development  activities  relating to senescence  and  apoptosis.  The market for
plant  protection  and yield  enhancement  products  is  intensely  competitive,
rapidly  changing  and  undergoing  consolidation.  We may be unable to  compete
successfully  against our current  and future  competitors,  which may result in
price reductions, reduced margins and the inability to achieve market acceptance
for our  products.  Our  competitors  in the  field  of  plant  senescence  gene
technology are companies that develop and produce  transgenic plants and include
major international agricultural companies, specialized biotechnology companies,
research and  academic  institutions  and,  potentially,  our joint  venture and
strategic alliance partners. Such companies include: Paradigm Genetics;  Aventis
Crop  Science;  Mendel  Biotech;  Bionova  Holding  Corporation;  Renessen  LLC;
Exelixis Plant Sciences,  Inc. and Eden  Bioscience,  among others.  Some of the
companies involved in apoptosis research include: Cell Pathways, Inc.; Trevigen,
Inc.; Idun Pharmaceuticals;


                                       6


Novartis and Oncogene.  Many of these  competitors  have  substantially  greater
financial,  marketing,  sales,  distribution and technical resources than us and
have more experience in research and development,  clinical  trials,  regulatory
matters, manufacturing and marketing. We anticipate increased competition in the
future as new companies enter the market and new technologies  become available.
Our  technology  may be  rendered  obsolete  or  uneconomical  by  technological
advances  or  entirely  different  approaches  developed  by one or  more of our
competitors.

OUR BUSINESS IS SUBJECT TO VARIOUS GOVERNMENT REGULATION.

     At present,  the U.S.  federal  government  regulation of  biotechnology is
divided among three agencies:  (i) the USDA regulates the import,  field testing
and  interstate  movement of specific types of genetic  engineering  that may be
used in the  creation of  transgenic  plants;  (ii) the EPA  regulates  activity
related to the invention of plant  pesticides and herbicides,  which may include
certain kinds of transgenic  plants;  and (iii) the FDA regulates  foods derived
from new plant varieties.  The FDA requires that transgenic plants meet the same
standards  for  safety  that are  required  for all  other  plants  and foods in
general.  Except  in the case of  additives  that  significantly  alter a food's
structure,  the FDA  does not  require  any  additional  standards  or  specific
approval  for  genetically   engineered  foods  but  expects   transgenic  plant
developers  to  consult  the  FDA  before   introducing  a  new  food  into  the
marketplace.  Use of our technology, if developed for human health applications,
will also be subject to FDA regulation.

     We believe that our current activities, which to date have been confined to
research and development  efforts,  do not require  licensing or approval by any
governmental regulatory agency. However,  federal, state and foreign regulations
relating to crop protection products developed through biotechnology are subject
to public concerns and political  circumstances,  and, as a result,  regulations
have changed and may change  substantially  in the future.  Accordingly,  we may
become  subject to  governmental  regulations  or approvals or become subject to
licensing  requirements in connection with our research and development efforts.
We may  also  be  required  to  obtain  such  licensing  or  approval  from  the
governmental regulatory agencies described above, or from state agencies,  prior
to the commercialization of our genetically transformed plants. In addition, our
marketing partners who sell products grown with our technology may be subject to
government regulations.  The imposition of unfavorable  governmental regulations
on our products or technology or the failure to obtain  licenses or approvals in
a timely manner would have a material adverse effect on our business.

CONSUMERS MAY NOT ACCEPT OUR TECHNOLOGY.

     We cannot  guarantee  that consumers  will accept  products  containing our
technology.  Recently,  there has been  consumer  concern and consumer  advocate
activism with respect to genetically  engineered consumer products.  The adverse
consequences  from heightened  consumer  concern in this regard could affect the
markets for our proposed products and could also result in increased  government
regulation  in response to that  concern.  If the public or potential  customers
perceive  our  technology  to be genetic  modification  or genetic  engineering,
agricultural products grown with our technology may not gain market acceptance.

WE DEPEND ON OUR KEY PERSONNEL.

     We  are  highly  dependent  on our  scientific  advisors,  consultants  and
third-party  research  partners.  Dr. Thompson is the inventor of our technology
and the driving  force  behind our current  research.  The loss of Dr.  Thompson
would  severely  hinder our  technological  development.  Our success  will also
depend in part on the continued  service of our key employees and our ability to
identify,  hire  and  retain  additional  qualified  personnel  in an  intensely
competitive  market.  We do not maintain key person life insurance on any member
of management.  The failure to attract and retain key personnel  could limit our
growth and hinder our research and development efforts.


                                       7


CERTAIN  PROVISIONS  OF OUR  CHARTER,  BY-LAWS  AND  DELAWARE  LAW COULD  MAKE A
TAKEOVER DIFFICULT.

     Certain  provisions of our certificate of  incorporation  and by-laws could
make it more difficult for a third party to acquire control of our company, even
if the change in control would be beneficial to stockholders. Our certificate of
incorporation  authorizes our board of directors to issue,  without  stockholder
approval,  5,000,000 shares of preferred stock with voting, conversion and other
rights and  preferences  that could  adversely  affect the voting power or other
rights of the  holders  of our  common  stock.  Similarly,  our  by-laws  do not
restrict our board of directors from issuing preferred stock without stockholder
approval.

     In addition, we are subject to the Business Combination Act of the Delaware
General Corporation Law which, subject to certain exceptions,  restricts certain
transactions and business  combinations  between a corporation and a stockholder
owning 15% or more of the corporation's outstanding voting stock for a period of
three years from the date such stockholder becomes a 15% owner. These provisions
may have the effect of delaying or preventing a change of control of our company
without action by our stockholders  and,  therefore,  could adversely affect the
value of our common stock.

     Furthermore,  in the  event of our  merger  or  consolidation  with or into
another  corporation,  or the sale of all or substantially  all of our assets in
which the successor  corporation  does not assume  outstanding  options or issue
equivalent  options,  our board of directors is required to provide  accelerated
vesting of outstanding options.

OUR MANAGEMENT AND OTHER AFFILIATES HAVE SIGNIFICANT CONTROL OF OUR COMMON STOCK
AND COULD CONTROL OUR ACTIONS IN A MANNER THAT  CONFLICTS WITH OUR INTERESTS AND
THE INTERESTS OF OTHER STOCKHOLDERS.

     As of March 31, 2002,  our executive  officers,  directors  and  affiliated
entities  together  beneficially  own  approximately  42.44% of the  outstanding
shares of our common stock, assuming the exercise of options which are currently
exercisable.  As a result, these stockholders,  acting together, will be able to
exercise   considerable   influence  over  matters  requiring  approval  by  our
stockholders, including the election of directors, and may not always act in the
best interests of other stockholders. Such a concentration of ownership may have
the  effect of  delaying  or  preventing  a change in  control  of our  company,
including  transactions  in which our  stockholders  might  otherwise  receive a
premium for their shares over then current market prices.

OUR STOCKHOLDERS MAY EXPERIENCE  SUBSTANTIAL DILUTION AS A RESULT OF OUTSTANDING
OPTIONS AND WARRANTS TO PURCHASE OUR COMMON STOCK.

     As of March 31, 2002, we have granted  options  outside of our stock option
plan to  purchase  10,000  shares of our common  stock and  warrants to purchase
3,282,784  shares of our common stock.  In addition,  we have  reserved  384,000
shares of our  common  stock for  issuance  upon the  exercise  of options to be
granted in the future  pursuant to our stock option plan.  The exercise of these
options and warrants could have a material adverse effect on our stock price.

SHARES ELIGIBLE FOR PUBLIC SALE.

     As of March 31, 2002, we had  10,822,902  shares of our common stock issued
and  outstanding,  of  which  approximately  8,000,000  shares  were  considered
restricted  securities  under the Securities Act of 1933. We are registering all
of such shares hereunder. In addition, we intend to register 2,000,000 shares of
our common stock  underlying  options  granted or to be granted  under our stock
option plan.  Consequently,  sales of substantial amounts of our common stock in
the public  market,  whether by  purchasers  in this  offering  or  stockholders
holding shares of our registered common stock, or the perception that such sales
could occur, may adversely affect the market price of our common stock.


                                       8


RISKS RELATED TO THIS OFFERING.

     Our common stock is quoted on the American Stock Exchange and currently has
a limited  trading  market.  We cannot assure you that an active  trading market
will develop or, if developed,  will be maintained. As a result, you may find it
difficult to dispose of, or to obtain  accurate  quotations  as to the value of,
shares of our common stock and may suffer a loss of all or a substantial portion
of your investment.

OUR STOCK PRICE MAY FLUCTUATE AFTER THIS OFFERING.

     We  cannot  guarantee  that you will be able to  resell  the  shares of our
common  stock at or above your  purchase  price.  The market price of our common
stock may fluctuate  significantly  in response to a number of factors,  some of
which are beyond our control. These factors include:

     o    quarterly variations in operating results;

     o    the  progress or perceived  progress of our  research and  development
          efforts;

     o    changes in accounting treatments or principles;

     o    announcements  by us or our  competitors  of new  product  and service
          offerings,   significant   contracts,    acquisitions   or   strategic
          relationships;

     o    additions or departures of key personnel;

     o    future offerings or resales of our common stock or other securities;

     o    stock  market  price  and  volume   fluctuations  of   publicly-traded
          companies in general and development companies in particular; and

     o    general political, economic and market conditions.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK AND MAY BE DIFFICULT TO SELL.

     The SEC has adopted regulations which generally define penny stock to be an
equity  security  that has a market  price of less  than  $5.00  per share or an
exercise  price of less than $5.00 per share,  subject to  specific  exemptions.
Presently, the market price of our common stock is less than $5.00 per share and
therefore  may be designated  as a "penny  stock"  according to SEC rules.  This
designation  requires any broker or dealer selling these  securities to disclose
certain information concerning the transaction,  obtain a written agreement from
the  purchaser  and  determine  that the  purchaser  is  reasonably  suitable to
purchase  the  securities.  These rules may  restrict  the ability of brokers or
dealers to sell our common stock and may affect the ability of investors to sell
their shares.

INCREASING POLITICAL AND SOCIAL TURMOIL, SUCH AS TERRORIST AND MILITARY ACTIONS,
INCREASE THE DIFFICULTY FOR US AND OUR STRATEGIC PARTNERS TO FORECAST ACCURATELY
AND PLAN FUTURE BUSINESS ACTIVITIES.

     Recent  political and social  turmoil,  including the terrorist  attacks of
September 11, 2001 and the current crisis in the Middle East, can be expected to
put further pressure on economic  conditions in the United States and worldwide.
These political,  social and economic conditions make it difficult for us to and
plan future business activities.  Specifically,  if the current crisis in Israel
escalates, our Joint Venture could be adversely affected.



                                       9


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes and incorporates forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934 based upon the beliefs of our management,  as well as assumptions  made by,
and the  information  currently  available to, our  management.  All statements,
other than  statements of historical  facts,  included or  incorporated  in this
prospectus regarding our strategy, future operations, financial position, future
revenues,  projected  costs,  prospects,  plans and objectives of management are
forward-looking  statements.  The words "anticipates,"  "believes," "estimates,"
"expects,"  "intends," "may," "plans,"  "projects,"  "will," "would" and similar
expressions are intended to identify  forward-looking  statements,  although not
all  forward-looking  statements  contain  these  identifying  words.  We cannot
guarantee  that we actually will achieve the plans,  intentions or  expectations
disclosed  in our  forward-looking  statements  and you should  not place  undue
reliance  on our  forward-looking  statements.  Actual  results or events  could
differ materially from the plans,  intentions and expectations  disclosed in the
forward-looking  statements we make. We have included  important  factors in the
cautionary statements included or incorporated in this prospectus,  particularly
under the heading "Risk  Factors," that we believe could cause actual results or
events to differ  materially from the  forward-looking  statements that we make.
Our forward-looking statements do not reflect the potential impact of any future
acquisitions,  mergers, dispositions, joint ventures or investments we may make.
You  are  cautioned  not  to  place  undue  reliance  on  these  forward-looking
statements,  which  speak  only as of the date of this  prospectus.  Except  for
special  circumstances  in which a duty to update  arises when prior  disclosure
becomes materially  misleading in light of subsequent  circumstances,  we do not
intend to update any of these  forward-looking  statements to reflect  events or
circumstances  after the date of this prospectus or to reflect the occurrence of
unanticipated events.

                                 USE OF PROCEEDS

     We will not  receive  any  proceeds  from the sale of  common  stock by the
selling stockholders.  We will receive the proceeds from the exercise of options
and warrants held by the selling stockholders, if any are exercised. The options
and warrants  entitle the selling  stockholders to purchase shares of our common
stock at  exercise  prices  ranging  from  $0.01 to $3.50  per  share and with a
weighted average exercise price of $2.62 per share.

     The  selling   stockholders   will  pay  any  underwriting   discounts  and
commissions  and expenses  incurred by the selling  stockholders in disposing of
the  shares.  We will  bear all  other  costs,  fees and  expenses  incurred  in
effecting the registration of the shares covered by this prospectus,  including,
without  limitation,  all registration and filing fees,  American Stock Exchange
listing fees and fees and expenses of our counsel and our accountants.



                                       10


                              SELLING STOCKHOLDERS

     The  following  table sets forth the common stock  ownership of the selling
stockholders, as of June 17, 2002, as adjusted to reflect the sale of the common
stock in this  offering.  Except as  described in this  prospectus,  the selling
stockholders  have not held any  position  or office  or had any other  material
relationship  with us or any of our  predecessors or affiliates  within the past
three years.

     The 12,304,795  shares covered by this prospectus  represent  approximately
76.51% of our outstanding shares of common stock as of June 17, 2002.

     The  following  table sets forth the  aggregate  number of shares of common
stock  beneficially  owned by the selling  stockholders as of June 17, 2002, and
the  percentage of all shares of common stock held by such selling  stockholders
prior to and after giving effect to the offering  based on 16,082,198  shares of
common  stock  outstanding  as of June 17, 2002 and after  giving  effect to the
issuance  of an  aggregate  of  4,202,153  shares of our  common  stock upon the
exercise of options and warrants held by the selling stockholders. We considered
the following factors and made the following assumptions regarding the table:

     o    beneficial   ownership  is  determined  under  Section  13(d)  of  the
          Securities  Exchange  Act of 1934 and  generally  includes  voting  or
          investment   power  with  respect  to  securities  and  including  any
          securities  that grant the  selling  stockholder  the right to acquire
          common stock within 60 days of June 17, 2002; and

     o    the selling  stockholders  may sell all of the  securities  offered by
          this prospectus under certain circumstances.

     Notwithstanding  these assumptions,  the selling stockholders may sell less
than all of the shares listed on the table. In addition, the shares listed below
may be sold pursuant to this prospectus or in privately negotiated transactions.
Accordingly,  we cannot  estimate  the number of shares of common stock that the
selling stockholders will sell under this prospectus.

     The  selling  stockholders  have  advised  us that they are the  beneficial
owners of the shares being offered.



                                     BENEFICIAL OWNERSHIP OF SELLING       NUMBER OF SHARES      BENEFICIAL OWNERSHIP OF
NAME OF SELLING STOCKHOLDERS         STOCKHOLDERS PRIOR TO OFFERING (1)    OFFERED HEREBY(2)     SHARES AFTER OFFERING(1)(2)
----------------------------         ----------------------------------    -----------------     ---------------------------

                                           Number        Percent (%)           Number               Number      Percent (%)
                                           ------        -----------           ------               ------      -----------
                                                                                                     
Apriori Investments Ltd.                  287,500(3)         1.79             287,500(3)              --            --
Bissu, Moises Bucay                       690,000(4)         4.29             690,000(4)              --            --
Bogar, Daniel                             187,500(5)         1.17             187,500(5)              --            --
Briggs, Yvonne                             13,700(6)          *                13,700(6)              --            --
Campbell, Barbara                          15,000             *                15,000               1,750            *
Canter, Ralph                              15,000             *                15,000                 --            --
Colen, Frank                               83,125(7)          *                83,125(7)              --            --
Daniels, Scott                             34,796             *                34,796                 --            --
Dankner, Jay                               12,990             *                12,990                 --            --
Dankner Pension Plan                       16,500             *                16,500                 --            --
Davis, Martin, Estate of                    9,490             *                 9,490                 --            --
Detore, Robert                             28,470             *                28,470                 --            --
DiLustro, Joe                              28,748(8)          *                28,748(8)              --            --
Dubov, Chet                                28,748(8)          *                28,748(8)              --            --
Dworkin, Sidney                            20,000             *                20,000                 --            --
Elsas, Patricia                             6,000             *                 6,000                 --            --
Elsas, Roger c/f Chauncey                   6,000             *                 6,000                 --            --
Epstein, Burton                            20,000             *                20,000                 --            --
Epstein, Kenneth                            4,000             *                 4,000                 --            --
Fahnestock & Co. Inc.                      54,200(9)          *                54,200(9)              --            --
Fahnestock c/f Roger Elsas                 14,000             *                14,000                 --            --
Falkner, Edward - IRA                       5,000             *                 5,000                 --            --
Fedyszyn, Sascha(10)                       37,360             *                37,360                 --            --
Fedyszyn, Thomas                            4,000             *                 4,000                 --            --



                                       11




                                     BENEFICIAL OWNERSHIP OF SELLING       NUMBER OF SHARES      BENEFICIAL OWNERSHIP OF
NAME OF SELLING STOCKHOLDERS         STOCKHOLDERS PRIOR TO OFFERING (1)    OFFERED HEREBY(2)     SHARES AFTER OFFERING(1)(2)
----------------------------         ----------------------------------    -----------------     ---------------------------

                                           Number        Percent (%)           Number               Number      Percent (%)
                                           ------        -----------           ------               ------      -----------
                                                                                                     
Fife, David                                20,000             *                20,000                 --            --
First Marketing Establishment             550,000(11)        3.42             550,000(11)             --            --
Forbes, Christopher(12)                   711,029(13)        4.42             711,029(13)           15,000           *
Forbes, Inc.                              160,000(14)        1.00             160,000(14)             --            --
Forbes, Timothy                            18,980             *                18,980                 --            --
Forbes, Timothy, Trustee                   40,000             *                40,000                 --            --
Fusselmann, William                       187,500(5)         1.17             187,500(5)              --            --
Gartenlaub, Bernard                         9,490             *                 9,490               19,510           *
Glassman, Edward                            3,796             *                 3,796                 --            --
Glassman, Karen                            51,878             *                51,878                 --            --
Glassman, Roberta                           3,796             *                 3,796                 --            --
Hale and Dorr LLP                          15,000(15)         *                15,000(15)             --            --
Hartzmark Investment LLC                    6,000(16)         *                 6,000(16)             --            --
Ho, Philip                                  1,425(17)         *                 1,425(17)             --            --
Horn, Matthew                              13,500             *                13,500                 --            --
Hudak, Katalin                             34,000             *                34,000                 --            --
Interplex Industries                       61,224             *                61,224                 --            --
Jewell, Keith                               3,796             *                 3,796                 --            --
Jewell, Lisa Papamarkou                    31,002             *                31,002                 --            --
Kadis, Larry                               20,000             *                20,000                 --            --
Kenyon & Kenyon                            25,000(18)         *                25,000(18)             --            --
Leaf Investments                          200,000            1.24             200,000                 --            --
Lowenthal, Albert                          33,333             *                33,333                 --            --
Lowenthal, Daryl                           16,667             *                16,667                 --            --
Lowenthal, Robert                          16,667             *                16,667                 --            --
Markofsky, Ian                             25,000(19)         *                25,000(19)             --            --
Martin, Mark                               15,000             *                15,000                5,000           *
McDowell, Robert                           10,000(20)         *                10,000(20)             --            --
McLean, Lachlan                            14,000             *                14,000                 --            --
Mendik, Bernard                           219,798            1.37             219,798               70,000           *
Miller, Gaylen                             25,000             *                25,000                 --            --
Murray, William T., Jr.                     4,000             *                 4,000                 --            --
NBC Clearing Svcs.                         33,333             *                33,333                 --            --
Neuhoff, Robert                            40,000             *                40,000                 --            --
O'Connor, Gregory                          18,980             *                18,980                 --            --
O'Donnell Capital Group                   410,714(21)        2.55             410,714(21)             --            --
Parenteau Corporation                     550,000(22)        3.42             550,000(22)           40,000           *
Parenteau, Francois                        25,000(19)         *                25,000(19)             --            --
Periscope Partners, L.P.                   82,143(23)         *                82,143(23)             --            --
Perrin Holden Davenport                    14,373(24)         *                14,373(24)             --            --
Pi, Oswaldo                               187,500(5)         1.17             187,500(5)              --            --
Pond Equities                              18,750(25)         *                18,750(25)             --            --
Pruzan, Lisa Ann                           16,667             *                16,667                 --            --
Quick, Leslie C. III                       82,143(23)         *                82,143(23)             --            --
Quick, Thomas(26)                         228,787(27)        1.42             228,787(27)             --            --
Rubin, Dr. Alan                            71,875(28)         *                71,875(28)             --            --
Sablowsky, Robert                          10,000(29)         *                10,000(29)             --            --
Sartori, Paul                              10,000(20)         *                10,000(20)             --            --
Schady, Joseph                              4,000             *                 4,000                 --            --
Schipper, Kevin                            20,000             *                20,000                 --            --
Schulze, James                             20,000             *                20,000                4,000           *
Seneca Capital L.P.                     1,607,143(30)        9.99           1,607,143(30)             --            --
Shames, Eric                               20,000             *                20,000                 --            --
Stalder, Rudolf(31)                        66,667             *                66,667                 --            --
Stanford Venture Capital Holdings       2,464,287(32)       15.32           2,464,287(32)             --            --
Stein, Ronald                             187,500(5)         1.17             187,500(5)              --            --
Strategic Growth                          100,000(33)         *               100,000(33)             --            --
Straus, Moshael                            71,086             *                71,086                 --            --
Tarantino, Michele                          6,667             *                 6,667                 --            --
Thompson, John(34)                        572,000            3.56             572,000                 --            --
Umbrella Project, L.L.C.(35)              736,352            4.58             736,352                 --            --
Viking Investment Group                   384,737(36)        2.39             384,737(36)             --            --
Williams, Henry                            15,250(37)         *                15,250(37)             --            --
Wilson, Kathleen                            3,500             *                 3,500                 --            --
Wing, Dennis (National Bank)               33,333             *                33,333                 --            --



                                       12


-------------------------

* Less than one percent.

(1)      Does not include  1,616,000 shares of common stock that could be issued
upon exercise of options issued under our stock option plan.

(2)      We do not know when or in what amounts a selling  stockholder may offer
shares  for  sale.  The  selling  stockholders  might not sell any or all of the
shares offered by this  prospectus.  Because the selling  stockholders may offer
all or some of the  shares  pursuant  to this  offering  and  because  there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares,  we cannot  estimate the number of the shares that will be
held by the selling stockholders after completion of the offering.  However, for
purposes of this table, we have assumed that,  after completion of the offering,
none of the  shares  covered  by  this  prospectus  will be held by the  selling
stockholders.

(3)      Consists of 200,000  shares of common  stock and  warrants to  purchase
87,500 shares of common stock. Fifty percent of the warrants were issued with an
exercise  price equal to $2.00 per share and fifty  percent of the warrants were
issued with an exercise  price equal to $3.25 per share,  with all such warrants
vesting on the date of grant.

(4)      Consists of 480,000  shares of common  stock and  warrants to  purchase
210,000  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(5)      Consists of warrants to purchase 187,500 shares of common stock.  Fifty
percent of the  warrants  were issued with an exercise  price equal to $2.00 per
share and fifty percent of the warrants were issued with an exercise price equal
to $3.25 per share, with all such warrants vesting on the date of grant.

(6)      Consists of 1,700 shares of common  stock,  warrants to purchase  9,000
shares of  common  stock  with an  exercise  price  equal to $1.50 per share and
warrants to purchase  3,000 shares of common stock with an exercise  price equal
to $3.1875 per share, with all such warrants being fully vested.

(7)      Consists of 52,000 shares of common stock,  warrants to purchase 23,625
shares of  common  stock  with an  exercise  price  equal to $1.50 per share and
warrants to purchase  7,500 shares of common stock with an exercise  price equal
to $3.1875 per share, with all such warrants being fully vested.

(8)      Consists of warrants to purchase  28,748 shares of common stock.  Fifty
percent of the  warrants  were issued with an exercise  price equal to $2.00 per
share and fifty percent of the warrants were issued with an exercise price equal
to $3.25 per share, with all such warrants vesting on the date of grant.

(9)      Consists of warrants to purchase  40,000 shares of common stock with an
exercise  price equal to $1.50 per share and warrants to purchase  14,200 shares
of common stock with an exercise price equal to $3.1875 per share, with all such
warrants being fully vested.

(10)     Sascha  Fedyszyn is the Vice  President  of Corporate  Development  and
Secretary of Senesco.

(11)     Consists of  450,000  shares of common  stock and warrants to  purchase
100,000  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(12)     Christopher Forbes is a member of the Board of Directors of Senesco.

(13)     Consists of 532,923  shares of  common  stock and warrants to  purchase
178,106  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(14)     Consists of warrants to  purchase 80,000 shares of common stock with an
exercise  price equal to $3.50 per share,  60,000 of which are fully  vested and
20,000 of which will vest on September 7, 2002, and warrants to purchase  80,000
shares  of  common  stock  with an  exercise  price  equal to $2.15  per  share,
one-third  of which were fully  vested on the date of grant,  one-third of which
will vest on  November 1, 2002 and  one-third  of which will vest on November 1,
2003.

(15)     Consists of warrants to purchase 15,000 shares of  common stock with an
exercise price equal to $2.15 per share, one-third of which were fully vested on
the date of  grant,  one-third  of which  will vest on  November  1,  2002,  and
one-third of which will vest on November 1, 2003.

(16)     Consists of warrants to purchase  5,000 shares of  common stock with an
exercise price equal to $1.50 per share and warrants to purchase 1,000 shares of
common  stock with an exercise  price equal to $3.1875 per share,  with all such
warrants being fully vested.

(17)     Consists of warrants to purchase  1,125 shares of  common stock with an
exercise  price equal to $1.50 per share and  warrants to purchase 300 shares of
common  stock with an exercise  price equal to $3.1875 per share,  with all such
warrants being fully vested.

(18)     Consists of warrants to purchase 15,000 shares of  common stock with an
exercise price equal to $2.15 per share, one-third of which were fully vested on
the date of  grant,  one-third  of which  will vest on  November  1,  2002,  and
one-third of which will vest on November 1, 2003, and options to purchase 10,000
shares of common stock,  issued outside of Senesco's  stock option plan, with an
exercise  price  equal to $3.50 per share,  with all such  options  being  fully
vested on the date of grant.

(19)     Consists of warrants to purchase 25,000 shares of  common stock with an
exercise price equal to $1.00 per share, one-third of which were fully vested on
the date of  grant,  one-third  of which  will vest on  October  15,  2002,  and
one-third of which will vest on October 15, 2003.

                                       13


(20)     Consists of warrants to purchase 10,000 shares of  common stock with an
exercise price equal to $0.01 per share,  with all such warrants  vesting on the
date of grant.

(21)     Consists of 285,714  shares of common  stock and  warrants to  purchase
125,000  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(22)     Consists of 200,000  shares of  common  stock and  warrants to purchase
350,000  shares of common  stock,  100,000 of which were issued with an exercise
price equal to $3.50 per share,  with all such warrants being fully vested,  and
warrants to purchase  125,000  shares of common  stock,  fifty  percent  with an
exercise price equal to $2.00 per share and fifty percent with an exercise price
equal to $3.25 per share, with all such warrants vesting on the date of grant.

(23)     Consists of 57,143  shares of  common  stock and  warrants to  purchase
25,000 shares of common stock. Fifty percent of the warrants were issued with an
exercise  price equal to $2.00 per share and fifty  percent of the warrants were
issued with an exercise  price equal to $3.25 per share,  with all such warrants
vesting on the date of grant.

(24)     Consists of warrants to purchase 14,373 shares of  common stock.  Fifty
percent of the  warrants  were issued with an exercise  price equal to $2.00 per
share and fifty percent of the warrants were issued with an exercise price equal
to $3.25 per share, with all such warrants vesting on the date of grant.

(25)     Consists of warrants to purchase 18,750 shares of  common stock with an
exercise price equal to $2.00 per share,  with all such warrants  vesting on the
date of grant.

(26)     Thomas Quick is a member of the Board of Directors of Senesco.

(27)     Consists of 139,734  shares of  common  stock and warrants to  purchase
89,053 shares of common stock. Fifty percent of the warrants were issued with an
exercise  price equal to $2.00 per share and fifty  percent of the warrants were
issued with an exercise  price equal to $3.25 per share,  with all such warrants
vesting on the date of grant.

(28)     Consists of 50,000  shares of  common  stock and  warrants to  purchase
21,875 shares of common stock. Fifty percent of the warrants were issued with an
exercise  price equal to $2.00 per share and fifty  percent of the warrants were
issued with an exercise  price equal to $3.25 per share,  with all such warrants
vesting on the date of grant.

(29)     Consists of warrants to purchase 10,000 shares of  common stock with an
exercise  price  equal to $1.50 per share,  with all such  warrants  being fully
vested.

(30)     Consists of 857,143  shares of  common  stock and warrants to  purchase
750,000  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(31)     Rudolf  Stalder is a director  of Senesco  and is the  Chairman of  the
Board of Directors of Senesco.

(32)     Consists of 1,714,287  shares of common stock and  warrants to purchase
750,000  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(33)     Consists of warrants to purchase  100,000  shares of  common stock with
an exercise  price equal to $3.50 per share,  with all such warrants being fully
vested.

(34)     John Thompson, Ph.D.,  is the Executive Vice President of  Research and
Development of Senesco and is a member of the Board of Directors of Senesco.

(35)     Phillippe  Escaravage  is the  sole  member of  The  Umbrella  Project,
L.L.C.,  a New Jersey  limited  liability  company.  On January  10,  2000,  Mr.
Escaravage  resigned as the President,  Chief Executive Officer and Treasurer of
Senesco and was duly appointed by Senesco's  Board of Directors as Vice Chairman
of the Board of Directors.  On October 4, 2001, Mr. Escaravage resigned from the
Board of Directors.

(36)     Consists of  234,737  shares of common  stock and  warrants to purchase
150,000  shares of common stock.  Fifty percent of the warrants were issued with
an  exercise  price equal to $2.00 per share and fifty  percent of the  warrants
were  issued  with an  exercise  price  equal to $3.25 per share,  with all such
warrants vesting on the date of grant.

(37)     Consists of warrants to purchase 11,250 shares of  common stock with an
exercise price equal to $1.50 per share and warrants to purchase 4,000 shares of
common  stock with an exercise  price equal to $3.1875 per share,  with all such
warrants being fully vested.
                                       14


                              PLAN OF DISTRIBUTION

     The shares covered by this  prospectus may be offered and sold from time to
time by the  selling  stockholders.  The term  "selling  stockholders"  includes
donees,  pledgees,  transferees or other  successors-in-interest  selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders  will act  independently  of us in making decisions with respect to
the timing,  manner and size of each sale. Such sales may be made on one or more
exchanges or in the  over-the-counter  market or otherwise,  at prices and under
terms then  prevailing or at prices  related to the then current market price or
in negotiated  transactions.  The selling  stockholders may sell their shares by
one or more of, or a combination of, the following methods:

     o    purchases  by  a  broker-dealer   as  principal  and  resale  by  such
          broker-dealer for its own account pursuant to this prospectus;

     o    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers;

     o    block  trades in which the  broker-dealer  so engaged  will attempt to
          sell the shares as agent but may  position and resell a portion of the
          block as principal to facilitate the transaction;

     o    an  over-the-counter  distribution in accordance with the rules of the
          Nasdaq National Market;

     o    in privately negotiated transactions; and

     o    in options transactions.

In addition,  any shares that qualify for sale  pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this prospectus.

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of  distribution.  In  connection  with
distributions  of the shares or otherwise,  the selling  stockholders  may enter
into hedging  transactions with broker-dealers or other financial  institutions.
In  connection  with  such  transactions,   broker-dealers  or  other  financial
institutions  may  engage in short  sales of the  common  stock in the course of
hedging  the  positions  they  assume  with  selling  stockholders.  The selling
stockholders  may also sell the common stock short and  redeliver  the shares to
close out such short  positions.  The selling  stockholders  may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial  institution
of shares offered by this prospectus,  which shares such  broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).  The selling  stockholders may also pledge
shares to a broker-dealer or other financial  institution,  and, upon a default,
such  broker-dealer  or other  financial  institution,  may effect  sales of the
pledged  shares  pursuant  to this  prospectus  (as  supplemented  or amended to
reflect such transaction).

     In  effecting  sales,  broker-dealers  or  agents  engaged  by the  selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive  commissions,  discounts or  concessions  from the selling
stockholders in amounts to be negotiated immediately prior to the sale.

     In offering the shares covered by this prospectus, the selling stockholders
and any  broker-dealers  who execute sales for the selling  stockholders  may be
deemed  to be  "underwriters"  within  the  meaning  of  the  Securities  Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the  shares  must  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

     We have advised the selling stockholders that the  anti-manipulation  rules
of  Regulation  M under  the  Exchange  Act may  apply to sales of shares in the
market and to the activities of the selling  stockholders and their  affiliates.
In addition, we will make copies of this prospectus available to the



                                       15


selling  stockholders  for the purpose of  satisfying  the  prospectus  delivery
requirements of the Securities Act. The selling  stockholders  may indemnify any
broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities,  including liabilities arising under the Securities
Act.

     At the time a particular offer of shares is made, if required, a prospectus
supplement  will be  distributed  that will set forth the number of shares being
offered and the terms of the offering,  including  the name of any  underwriter,
dealer or agent,  the  purchase  price paid by any  underwriter,  any  discount,
commission and other item constituting compensation, any discount, commission or
concession  allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.

     We have  agreed to  indemnify  the  selling  stockholders  against  certain
liabilities, including certain liabilities under the Securities Act.

     We have  agreed  with the  selling  stockholders  to keep the  registration
statement  of which  this  prospectus  constitutes  a part  effective  until the
earlier of:

     o    such time as all of the shares  covered by this  prospectus  have been
          disposed  of  pursuant  to and in  accordance  with  the  Registration
          Statement; or

     o    June 28, 2004.



                                       16


                                     EXPERTS

     The audited consolidated financial statements and schedules incorporated by
reference in this  prospectus and elsewhere in the  registration  statement have
been audited by Goldstein Golub Kessler LLP, independent public accountants,  as
indicated  in  their  report  with  respect  thereto,  and are  incorporated  by
reference in reliance  upon the  authority of said firm as experts in accounting
and auditing in giving said report.

                                  LEGAL MATTERS

     The validity of the shares of common stock offered by this  prospectus have
been passed  upon for us by Hale and Dorr LLP,  Princeton,  New Jersey.  We have
granted to Hale and Dorr LLP a warrant to purchase  15,000  shares of our common
stock.




                                       17


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the  Delaware  General  Corporation  Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of such  corporation)  by reason of the fact that such person
is or was a director,  officer, employee or agent of such corporation,  or is or
was serving at the request of such corporation as a director,  officer, employee
or agent of another corporation or enterprise.  A corporation may, in advance of
the final  disposition of any civil,  criminal,  administrative or investigative
action,  suit  or  proceeding,  pay the  expenses  (including  attorneys'  fees)
incurred by any officer,  director,  employee or agent in defending such action,
provided  that the  director  or officer  undertakes  to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
corporation. A corporation may indemnify such person against expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.

     A Delaware corporation may indemnify officers and directors in an action by
or in the right of the  corporation to procure a judgment in its favor under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the expenses (including attorneys fees) which he actually and reasonably
incurred in connection therewith.  The indemnification provided is not deemed to
be exclusive of any other rights to which an officer or director may be entitled
under any corporation's by-law, agreement, vote or otherwise.

     Our certificate of  incorporation  includes a provision that eliminates the
personal  liability  of our  directors  to us or our  stockholders  for monetary
damages for breach of their  fiduciary duty to the maximum  extent  permitted by
the DGCL. The DGCL does not permit liability to be eliminated (i) for any breach
of a  director's  duty of  loyalty to us or our  stockholders,  (ii) for acts or
omissions not in good faith or that involve intentional  misconduct or a knowing
violation  of law,  (iii) for unlawful  payments of dividends or unlawful  stock
repurchases or redemptions,  as provided in Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit. In
addition,  as  permitted  in  Section  145  of  the  DGCL,  our  certificate  of
incorporation  and by-laws  provide that we shall  indemnify  our  directors and
officers  to  the  fullest  extent  permitted  by  the  DGCL,   including  those
circumstances in which indemnification would otherwise be discretionary, subject
to certain  exceptions.  Our by-laws also provide that we shall advance expenses
to directors and officers incurred in connection with an action or proceeding as
to which they may be entitled to indemnification, subject to certain exceptions.

     Each of our indemnification  agreements with each of our executive officers
and directors  provides for  indemnification  to the maximum extent permitted by
applicable  law. We also indemnify each of our directors and executive  officers
with the maximum  indemnification allowed to directors and executive officers by
the  DGCL,  subject  to  certain  exceptions,  as  well  as  certain  additional
procedural protections. In addition, we will generally advance expenses incurred
by directors and executive officers in any action or proceeding as to which they
may be entitled to indemnification, subject to certain exceptions.

     The  indemnification  provisions in our  certificate of  incorporation  and
by-laws also permit indemnification for liabilities arising under the Securities
Act of 1933.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against  public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

     We currently carry director and officer  liability  insurance in the amount
of $2,000,000.


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