Filed pursuant to Rule 424(b)(3)
                                    under the Securities Act of 1933, as amended
                                         (Registration Statement No. 333-113686)


                                   PROSPECTUS

                           SENESCO TECHNOLOGIES, INC.

                        2,651,663 Shares of Common Stock

     The  stockholders  of Senesco  listed in this  prospectus  are offering and
selling an aggregate of 2,651,663  shares of our common stock.  Of those shares,
1,114,741  are  issuable  upon the  exercise  of  warrants  held by the  selling
stockholders at exercise prices ranging from $2.35 to $3.79 per share and with a
weighted average exercise price of $3.72 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
warrants held by the selling stockholders.

     Our common stock is traded on the American  Stock Exchange under the ticker
symbol  "SNT." On March 15,  2004,  the last  reported  sale price of our common
stock was $2.84 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 May 14, 2004.




                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Prospectus Summary......................................................    1

The Offering............................................................    2

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

Special Note Regarding Forward-Looking Statements.......................   12

Use of Proceeds.........................................................   12

Selling Stockholders....................................................   13

Plan of Distribution....................................................   18

Legal Matters...........................................................   20

Experts.................................................................   20

Where You Can Find More Information.....................................   20

Incorporation by Reference..............................................   20

Indemnification of Directors and Officers...............................   22


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.




                               PROSPECTUS SUMMARY

     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  2,651,663 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.

     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, or senescence,  and the programmed cell death of human cells, or
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,  or yield, in  horticultural  and agronomic
          crops; and

     o    reduce the harmful effects of environmental stress.

     Our technology goals for human health research are to:

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

     o    develop gene  therapies  which  directly  target the symptoms of 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.


                                       1



                                  THE OFFERING


  Number of shares of our common stock
  offered by the selling stockholders.........  2,651,663 shares

  Use of proceeds.............................  We will not receive any proceeds
                                                from the sale of  shares in this
                                                offering.

  American Stock Exchange symbol..............  SNT




                                       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.

RISKS RELATED TO OUR BUSINESS
-----------------------------

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 and capital.  We have incurred losses each year since
inception and have an  accumulated  deficit of $11,695,327 at December 31, 2003.
We have  generated  minimal  revenues by licensing  certain of our technology to
companies 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  and  development,  commercialization  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  TECHNOLOGY  AND,  IF OUR  TECHNOLOGY  IS NOT
COMMERCIALLY SUCCESSFUL, WE WILL HAVE NO ALTERNATIVE SOURCE OF REVENUE.

     Our primary  business is the  development  and commercial  exploitation  of
technology to identify, isolate, characterize and silence genes that 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 license this
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 have designed additional research
programs.  However,  we cannot give any assurance  that our  technology  will be
commercially  successful  or  economically  viable for all crops or human health
applications.

     In  addition,  we cannot  assure you that  adverse  consequences  might not
result  from  the use of our  technology  such as the  development  of  negative
effects  on  plants  or humans or  reduced  benefits  in terms of crop  yield or
protection.  If we fail to obtain  market  acceptance  of our  technology  or to
successfully  commercialize  our  technology  or develop a  commercially  viable
product, we will have no alternative source of revenue.

WE  OUTSOURCE  ALL OF OUR  RESEARCH AND  DEVELOPMENT  ACTIVITIES  AND, IF WE ARE
UNSUCCESSFUL IN MAINTAINING OUR ALLIANCES WITH THESE THIRD PARTIES, OUR RESEARCH
AND DEVELOPMENT EFFORTS MAY BE DELAYED OR CURTAILED.

     We rely on third  parties to perform all of our  research  and  development
activities.  Our primary  research  and  development  efforts  take place at the
University of Waterloo in Ontario,  Canada,  where our technology was developed,
at the University of Colorado,  at two research  hospitals in Canada, at Anawah,
Inc.,  and  with  our  commercial  partners.  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,  may
delay or curtail our research and development efforts.

                                       3


WE HAVE SIGNIFICANT FUTURE CAPITAL NEEDS AND MAY BE UNABLE TO RAISE CAPITAL WHEN
NEEDED,  WHICH COULD FORCE US TO DELAY OR REDUCE OUR  RESEARCH  AND  DEVELOPMENT
EFFORTS.

     As of December 31, 2003, we had cash and highly-liquid  investments  valued
at $1,582,062 and working  capital of  $1,217,546.  In January 2004 and February
2004, we received  aggregate  net proceeds of  approximately  $3,300,000  from a
private placement of our equity  securities.  Using our available reserves as of
December 31, 2003 and the net proceeds  from the private  equity  financing,  we
believe that we can operate  according to our current business plan for at least
the next  twelve  months.  To  date,  we have  generated  minimal  revenues  and
anticipate that our operating costs will exceed any revenues  generated over the
next several years. Therefore, we may be required to raise additional capital in
the future in order to operate  according to our current business plan, and this
funding may not be  available  on favorable  terms,  if at all. In addition,  in
connection with any funding, if we need to issue more equity securities than our
certificate  of  incorporation  currently  authorizes,  or more  than 20% of the
shares of our common stock  outstanding,  we may need stockholder  approval.  If
stockholder approval is not obtained or 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 December 31, 2003,  we had
11,699,728  shares of our common stock  authorized  but  unissued,  which may be
issued from time to time by our board of directors without stockholder approval.
In connection with our private placement of equity  securities,  in January 2004
and February 2004, we issued an aggregate of an additional  1,536,922  shares of
our common stock and warrants to purchase  842,141  shares of our common  stock.
Therefore,  assuming  the  exercise of all options  and  warrants  granted as of
February 13, 2004, we had 9,320,665  shares of our common stock  authorized  but
unissued,  which  may be  issued  from  time to time by our  board of  directors
without stockholder approval.  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 our 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 UPON OUR PATENTS AND PROPRIETARY RIGHTS AND THE ENFORCEMENT
OF THESE  RIGHTS.  OUR  FAILURE TO OBTAIN AND  MAINTAIN  PATENT  PROTECTION  MAY
INCREASE COMPETITION AND REDUCE DEMAND FOR OUR TECHNOLOGY.

     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. Our
success will depend in part on several factors, including, without limitation:

     o    our  ability to obtain  patent  protection  for our  technologies  and
          processes;
     o    our ability to preserve our trade secrets; and


                                       4


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

     We have been issued one patent by the U.S. Patent and Trademark  Office, or
PTO. We have also filed patent  applications  for our  technology  in the United
States  and in  several  foreign  countries,  which  technology  is vital to our
primary  business,  as well as  several  Continuations  in Part on these  patent
applications.  Our  success  depends in part upon the grant of patents  from our
pending patent applications.

     Although we believe that our  technology  is unique and will not violate or
infringe upon the  proprietary  rights of any third party,  we cannot assure you
that these 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  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 assure you 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, 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
          commercialization of our technology; 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.

OUR  COMPETITORS  MAY ALLEGE  THAT WE ARE  INFRINGING  UPON  THEIR  INTELLECTUAL
PROPERTY RIGHTS, FORCING US TO INCUR SUBSTANTIAL COSTS AND EXPENSES IN RESULTING
LITIGATION, THE OUTCOME OF WHICH WOULD BE UNCERTAIN.

     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 PTO 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.

     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.

                                       5


     We could become involved in infringement  actions to enforce and/or protect
our patents.  Regardless of the outcome, patent litigation is expensive and time
consuming and would distract our management from other  activities.  Some of our
competitors  may be able to sustain the costs of complex patent  litigation more
effectively  that we could because they have  substantially  greater  resources.
Uncertainties  resulting  from the  initiation  and  continuation  of any patent
litigation could limit our ability to continue our operations.

IF OUR  TECHNOLOGY  INFRINGES THE  INTELLECTUAL  PROPERTY OF OUR  COMPETITORS OR
OTHER THIRD PARTIES, WE MAY BE REQUIRED TO PAY LICENSE FEES OR DAMAGES.

     If any relevant  claims of  third-party  patents that 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  assure you that such  licenses  would be  available  or, if
available, would be on acceptable terms. Some licenses may be non-exclusive and,
therefore,  our competitors  may have access to the same technology  licensed to
us. In addition,  if any parties  successfully claim that the creation or use of
our technology  infringes upon their  intellectual  property  rights,  we may be
forced to pay damages, including treble damages.

OUR SECURITY MEASURES MAY NOT ADEQUATELY PROTECT OUR UNPATENTED  TECHNOLOGY AND,
IF WE ARE UNABLE TO PROTECT THE  CONFIDENTIALITY OF OUR PROPRIETARY  INFORMATION
AND KNOW-HOW, THE VALUE OF OUR TECHNOLOGY MAY BE ADVERSELY AFFECTED.

     Our success  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 enter into similar  agreements
with our consultants,  advisors and research collaborators. We cannot assure you
that adequate  protection for our trade secrets,  know-how or other  proprietary
information against unauthorized use or disclosure will be available.

     We occasionally  provide information to research  collaborators in academic
institutions  and request the  collaborators to conduct certain tests. We cannot
assure you 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,  if 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 limit our ability to commercialize our technology.

AS WE EVOLVE FROM A COMPANY  PRIMARILY  INVOLVED IN THE RESEARCH AND DEVELOPMENT
OF OUR TECHNOLOGY INTO ONE THAT IS ALSO INVOLVED IN THE COMMERCIALIZATION OF OUR
TECHNOLOGY,  WE MAY HAVE  DIFFICULTY  MANAGING  OUR  GROWTH  AND  EXPANDING  OUR
OPERATIONS.

     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.  We may also  need to  manage  additional  relationships  with
various collaborative partners,  suppliers and other organizations.  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 our management and operations.  We may not be able
to implement  improvements to our management  information and control systems in
an efficient and timely manner and we may discover  deficiencies in our existing
systems and controls.  Our failure to effectively respond to changes may make it
difficult for us to manage our growth and expand our operations.

                                       6


WE HAVE NO  MARKETING  OR SALES  HISTORY  AND  DEPEND ON  THIRD-PARTY  MARKETING
PARTNERS.  ANY  FAILURE OF THESE  PARTIES TO  PERFORM  WOULD  DELAY OR LIMIT OUR
COMMERCIALIZATION EFFORTS.

     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,  these  marketing
partners may not be able to successfully market  agricultural  products or human
health  applications  developed with our technology.  If we fail to successfully
establish  distribution  channels,  or if our marketing partners fail to provide
adequate  levels of sales,  our  commercialization  efforts  will be  delayed or
limited and we will not be able to generate revenue.

WE WILL DEPEND ON JOINT  VENTURES AND STRATEGIC  ALLIANCES TO DEVELOP AND MARKET
OUR TECHNOLOGY AND, IF THESE ARRANGEMENTS ARE NOT SUCCESSFUL, OUR TECHNOLOGY MAY
NOT BE DEVELOPED AND THE EXPENSES TO COMMERCIALIZE OUR TECHNOLOGY WILL INCREASE.

     In 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  technology  is still being  developed,  and who will pay us royalties
when they market and  distribute  products  incorporating  our  technology  upon
commercialization.  The establishment of joint ventures and strategic  alliances
may create future competitors,  especially in certain 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 the  continued
development of our technology may be harmed.

COMPETITION IN THE  AGRICULTURAL  AND HUMAN HEALTH  BIOTECHNOLOGY  INDUSTRIES IS
INTENSE AND  TECHNOLOGY IS CHANGING  RAPIDLY.  IF OUR  COMPETITORS  MARKET THEIR
TECHNOLOGY  FASTER THAN WE DO, WE MAY NOT BE ABLE TO GENERATE  REVENUES FROM THE
COMMERCIALIZATION OF OUR TECHNOLOGY.

     Many agricultural and human health  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 products containing our technology.  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. These companies
include: Paradigm Genetics; Aventis Crop Science; Mendel Biotechnology; Renessen
LLC; Exelixis Plant Sciences, Inc.; PlantGenix, Inc.; and Eden Bioscience, among
others.  Some of the  companies  involved in apoptosis  research  include:  Cell
Pathways,  Inc.;  Trevigen,  Inc.;  Idun  Pharmaceuticals;   Novartis;  Introgen
Therapeutics,  Inc.; Genta,  Inc.; and Oncogene,  Inc. 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,  which will prevent or
limit  our  ability  to  generate  revenues  from the  commercialization  of our
technology.

OUR BUSINESS IS SUBJECT TO VARIOUS GOVERNMENT  REGULATIONS AND, IF WE ARE UNABLE
TO OBTAIN REGULATORY APPROVAL, WE MAY NOT BE ABLE TO CONTINUE OUR OPERATIONS.

     At present,  the U.S.  federal  government  regulation of  biotechnology is
divided among three agencies:

                                       7


     o    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;
     o    the  EPA  regulates   activity  related  to  the  invention  of  plant
          pesticides  and  herbicides,   which  may  include  certain  kinds  of
          transgenic plants; and
     o    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.  The FDA must  approve  any drug or biologic
product  before it can be marketed in the United States.  In addition,  prior to
being sold outside of the U.S., any products  resulting from the  application of
our human  health  technology  must be  approved by the  regulatory  agencies of
foreign governments. Prior to filing a new drug application or biologics license
application  with the FDA, we would have to perform  extensive  clinical trials,
and  prior  to  beginning  any  clinical  trial,  we need to  perform  extensive
preclinical  testing which could take several years and may require  substantial
expenditures.

     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 and human health  applications  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 and human health technology.  In addition,  our
marketing  partners who utilize our  technology or sell products  grown with our
technology may be subject to government regulations. If unfavorable governmental
regulations  are imposed on our  technology or if we fail to obtain  licenses or
approvals in a timely manner, we may not be able to continue our operations.

CLINICAL  TRIALS  ON  OUR  HUMAN  HEALTH  APPLICATIONS  MAY BE  UNSUCCESSFUL  IN
DEMONSTRATING  EFFICACY  AND SAFETY,  WHICH  COULD  DELAY OR PREVENT  REGULATORY
APPROVAL.

     Clinical trials may reveal that our human health  technology is ineffective
or  harmful,  which  would  significantly  limit the  possibility  of  obtaining
regulatory  approval  for any drug or  biologic  product  manufactured  with our
technology. The FDA requires submission of extensive pre-clinical,  clinical and
manufacturing  data to assess the  efficacy  and safety of  potential  products.
Furthermore,  the  success of  preliminary  studies  does not ensure  commercial
success,  and later-stage clinical trials may fail to confirm the results of the
preliminary studies.

EVEN IF WE RECEIVE REGULATORY APPROVAL, CONSUMERS MAY NOT ACCEPT OUR TECHNOLOGY,
WHICH WILL  PREVENT US FROM BEING  PROFITABLE  SINCE WE HAVE NO OTHER  SOURCE OF
REVENUE.

     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  products  developed  with our  technology  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.

                                       8


WE DEPEND ON OUR KEY  PERSONNEL  AND,  IF WE ARE NOT ABLE TO ATTRACT  AND RETAIN
QUALIFIED  SCIENTIFIC  AND  BUSINESS  PERSONNEL,  WE MAY NOT BE ABLE TO GROW OUR
BUSINESS OR DEVELOP AND COMMERCIALIZE OUR TECHNOLOGY.

     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.  Although we have employment  agreements with several of our
key employees and a research  agreement with Dr. Thompson,  these agreements may
be  terminated  upon no or short  notice.  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.

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 us, 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, except as may be required by the rules of the American Stock Exchange,
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 us 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.

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,  the conflict in Iraq 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 may
make it difficult for us to plan future business  activities.  Specifically,  if
the current crisis in Israel continues to escalate, our joint venture with Rahan
Meristem Ltd. could be adversely affected.

RISKS RELATED TO OUR COMMON STOCK
---------------------------------

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

     As of December 31, 2003, our executive  officers,  directors and affiliates
together  beneficially own approximately  37.5% of the outstanding shares of our
common stock,  assuming the exercise of options and warrants which are currently
exercisable,  held by these  stockholders.  As of February  13,  2004,  upon the
closing of our private placement of equity securities,  our executive  officers,
directors and affiliated entities together  beneficially own approximately 35.5%
of the outstanding shares of our

                                       9


common stock,  assuming the exercise of options and warrants which are currently
exercisable, held by these stockholders. As a result, these stockholders, acting
together,  will be able to exercise significant 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
us, 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 THE EXERCISE
OF OUTSTANDING OPTIONS AND WARRANTS TO PURCHASE OUR COMMON STOCK.

     As of December  31,  2003,  we have  granted  options  outside of our stock
option  plan to  purchase  10,000  shares of our  common  stock and  outstanding
warrants to purchase  4,358,194  shares of our common stock. In addition,  as of
December 31, 2003,  we have  reserved  3,000,000  shares of our common stock for
issuance upon the exercise of options granted pursuant to our stock option plan,
1,946,000  of which have been  granted and  1,054,000 of which may be granted in
the future.  As of February 13, 2004, upon the closing of our private  placement
of equity securities,  we have outstanding warrants to purchase 5,135,961 shares
of our common  stock.  The exercise of these options and warrants will result in
dilution to our existing stockholders.

A  SIGNIFICANT  PORTION OF OUR TOTAL  OUTSTANDING  SHARES OF COMMON STOCK MAY BE
SOLD IN THE MARKET IN THE NEAR FUTURE, WHICH COULD CAUSE THE MARKET PRICE OF OUR
COMMON STOCK TO DROP SIGNIFICANTLY.

     As of December  31,  2003,  we had  11,992,179  shares of our common  stock
issued and outstanding,  of which approximately  8,000,000 shares are registered
pursuant to a registration  statement on Form S-3, which was declared  effective
on June 28,  2002,  and the  remainder  of which  are in the  public  float.  In
addition,  we have registered  3,000,000  shares of our common stock  underlying
options granted or to be granted under our stock option plan. As of February 13,
2004,  upon the closing of our private  placement of equity  securities,  we had
issued and  outstanding  13,593,475  shares of our common  stock and warrants to
purchase  5,127,586  shares of our common  stock.  Pursuant to the terms of such
equity offering,  we are obligated to file a registration  statement on Form S-3
by March 18, 2004 to register such shares of common stock.  Consequently,  sales
of  substantial  amounts  of our  common  stock  in the  public  market,  or the
perception  that such sales could occur,  may have a material  adverse effect on
our stock price.

OUR COMMON STOCK HAS A LIMITED TRADING MARKET, WHICH COULD LIMIT YOUR ABILITY TO
RESELL YOUR SHARES OF COMMON STOCK AT OR ABOVE YOUR PURCHASE PRICE.

     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, our stockholders
may find it difficult to dispose of shares of our common stock and, as a result,
may suffer a loss of all or a substantial portion of their investment.

THE MARKET PRICE OF OUR COMMON STOCK MAY  FLUCTUATE  AFTER THIS OFFERING AND MAY
DROP BELOW THE PRICE YOU PAID.

     We  cannot  assure  you 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 technology,  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;

                                       10


     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.

BECAUSE WE DO NOT INTEND TO PAY,  AND HAVE NOT PAID,  ANY CASH  DIVIDENDS ON OUR
SHARES OF COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON
THEIR  SHARES  UNLESS THE VALUE OF OUR COMMON  STOCK  APPRECIATES  AND THEY SELL
THEIR SHARES.

     We have never paid or declared  any cash  dividends on our common stock and
we intend to retain any future earnings to finance the development and expansion
of our business.  We do not  anticipate  paying any cash dividends on our common
stock in the foreseeable future. Therefore, our stockholders will not be able to
receive a return  on their  investment  unless  the  value of our  common  stock
appreciates and they sell their shares.

IF OUR COMMON STOCK IS DELISTED  FROM THE  AMERICAN  STOCK  EXCHANGE,  IT MAY BE
SUBJECT TO THE "PENNY  STOCK"  REGULATIONS  WHICH MAY AFFECT THE  ABILITY OF OUR
STOCKHOLDERS TO SELL THEIR SHARES.

     In general,  regulations  of the SEC define a "penny stock" to be an equity
security  that is not listed on a  national  securities  exchange  or the NASDAQ
Stock Market and that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share,  subject to certain exceptions.  If
the American Stock Exchange delists our common stock, it could be deemed a penny
stock,  which imposes  additional sales practice  requirements on broker-dealers
that sell such securities to persons other than certain qualified investors. For
transactions involving a penny stock, unless exempt, a broker-dealer must make a
special suitability  determination for the purchaser and receive the purchaser's
written consent to the transaction prior to the sale. In addition,  the rules on
penny stocks require delivery,  prior to and after any penny stock  transaction,
of disclosures required by the SEC.

     If our common stock were subject to the rules on penny  stocks,  the market
liquidity  for our  common  stock  could be  severely  and  adversely  affected.
Accordingly,  the ability of holders of our common stock to sell their shares in
the secondary market may also be adversely affected.


                                       11


                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 1955, 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 assure
you  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 warrants
held by the selling stockholders, if any are exercised. The warrants entitle the
selling  stockholders  to purchase shares of our common stock at exercise prices
ranging from $2.35 to $3.79 per share and with a weighted average exercise price
of $3.72 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  issuance  and   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.


                                       12


                              SELLING STOCKHOLDERS

     The  following  table  sets  forth,  to our  knowledge,  the  common  stock
ownership  of the selling  stockholders,  as of March 15,  2004,  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 2,651,663  shares covered by this  prospectus  represent  approximately
15.6%  of  our  common  stock,  based  on  17,031,364  shares  of  common  stock
outstanding  as of March 15,  2004,  which  includes an  aggregate  of 3,429,514
shares of our common  stock  issuable  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 March 15, 2004;

     o    unless  otherwise  indicated  below,  to our  knowledge,  the  selling
          stockholders  named below have sole voting and  investment  power with
          respect  to  their  shares  of  common  stock,  except  to the  extent
          authority is shared by spouses under applicable law; 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.


                                       13


         Each of the selling stockholders listed below has sole voting and
investment power with respect to the shares beneficially owned by the
stockholder unless noted otherwise, subject to community property laws where
applicable.




                                                BENEFICIAL OWNERSHIP OF          NUMBER OF       BENEFICIAL OWNERSHIP
                                                 SELLING STOCKHOLDERS         SHARES OFFERED       OF SHARES AFTER
    NAME OF SELLING STOCKHOLDERS                 PRIOR TO OFFERING(1)            HEREBY(2)          OFFERING(1)(2)
    ----------------------------                 ---------------------           ---------          --------------
                                                  Number          Percent        Number            Number       Percent
                                                  ------          -------        ------            ------       -------
                                                                                                  
Seneca Capital L.P.(3)                           958,861(4)        6.65          208,861(5)       750,000        5.23

Forbes, Christopher(6)                           873,498(7)        6.29           47,469(8)       826,029        5.95

Crestview Capital Master L.L.C.(9)               727,848(10)       5.26          727,848(10)         --           --

Seneca Capital International Ltd.(3)             424,050(11)       3.09          424,050(11)         --           --

Bost & Co.
     FBO Raytheon Master Pension(12)             225,000(13)       1.65          225,000(13)         --           --

Bogar, Daniel T.                                 189,063(14)       1.37            1,563(15)      187,500        1.36

Stein, Ronald M.                                 189,063(14)       1.37            1,563(15)      187,500        1.36

Pi, Osvaldo                                      189,063(14)       1.37            1,563(15)      187,500        1.36

Fusselmann, William R.                           189,063(14)       1.37            1,563(15)      187,500        1.36

Forbes, Inc.                                     171,667(16)       1.25           35,000(17)      136,667        1.00

Brown Brothers Harriman & Co.
     FBO Heartland Value Fund(18)                150,000(19)       1.10          150,000(19)         --           --

Stalder, Ruedi(20)                               514,136(21)       3.67           47,469(22)      466,667        3.33

Phippen, Wm. Michael                             143,272(23)       1.05           94,937(24)       48,335          *

May, John Wesley                                  99,114(25)         *            79,114(26)       20,000          *

St. Albans Global Management(27)                  79,114(26)         *            79,114(26)         --           --

McLennan Holdco, Inc.(28)                         79,114(26)         *            79,114(26)         --           --

Spectra Capital Management, LLC(29)               79,114(26)         *            79,114(26)         --           --

Plue, Richard                                     76,391(30)         *            63,291(31)       13,100          *

MSS Descendants Trust                             59,400(32)         *            59,400(32)         --           --

Julios Trust                                      59,400(32)         *            59,400(32)         --           --

Walters, William G.                               59,400(32)         *            59,400(32)         --           --

Orlansky, Aharon                                  73,541(33)         *            73,541(33)         --           --

Stanford Group Company(34)                     2,470,535(35)      17.21            6,248(36)    2,464,287       17.17

Targhee Trust                                     15,296(37)         *            15,296(37)         --           --

KWG Trust dated 01/01/04                          15,296(37)         *            15,296(37)         --           --

Cooper, Jordan                                     9,065(38)         *             9,065(38)         --           --

Lawrence, Jonathan                                 7,384(39)         *             7,384(39)         --           --


*    Less than one percent.

(1)  Shares of common stock  issuable  under stock options and warrants that are
exercisable  within 60 days  after  March 15,  2004 are deemed  outstanding  for
computing  the  percentage  ownership  of the  selling  stockholder  holding the
options or warrants,  prior to and after giving effect to the offering,  but are
not deemed  outstanding  for  computing  the  percentage  ownership of any other
selling stockholder.

(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

                                       14


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)  Doug  Hirsch has voting and  investment  control  over the shares of common
stock and warrants to purchase  common stock held by each of Seneca Capital L.P.
and Seneca Capital  International Ltd., but he disclaims beneficial ownership of
such  shares  and  warrants,  except  to the  extent of any  pecuniary  interest
therein.

(4)  Consists of 139,241  shares of common stock;  warrants to purchase  819,620
shares of common stock, 69,620 of which were issued with an exercise price equal
to $3.79 per share,  with all such  warrants  vesting on the date of grant;  and
warrants to purchase  750,000  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.

(5)  Consists of 139,241 shares of common stock and warrants to purchase  69,620
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

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

(7)  Consists of 579,569  shares of common  stock;  options to purchase  100,000
shares of common stock with various exercise prices ranging from $2.05 to $3.50;
and warrants to purchase  193,929  shares of common stock,  15,823 of which were
issued  with an exercise  price  equal to $3.79 per share,  89,053 of which were
issued with an exercise  price equal to $2.00 per share and 89,053 of which were
issued with an exercise  price equal to $3.25 per share,  with all such warrants
vesting on the date of grant.

(8)  Consists of 31,646  shares of common stock and warrants to purchase  15,823
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(9)  Stew Flink and Richard  Levy have voting and  investment  control  over the
shares of common stock and  warrants to purchase  common stock held by Crestview
Capital Master L.L.C., but they disclaim beneficial ownership of such shares and
warrants, except to the extent of any pecuniary interest therein.

(10) Consists of 485,232 shares of common stock and warrants to purchase 242,616
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(11) Consists of 282,700 shares of common stock and warrants to purchase 141,350
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(12) The  board  of  directors  of  Heartland  Advisors,  Inc.  has  voting  and
investment  control  over the shares of common  stock and  warrants  to purchase
common stock held by Bost & Co. FBO Raytheon Master  Pension,  but they disclaim
beneficial  ownership of such shares and  warrants,  except to the extent of any
pecuniary interest therein.

(13) Consists of 150,000 shares of common stock and warrants to purchase  75,000
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(14) Consists of warrants to purchase  189,063 shares of common stock,  1,563 of
which were issued with an exercise price equal to $3.79 per share, with all such
warrants  vesting on the date of grant,  and warrants to purchase 187,500 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.

(15) Consists  of  warrants to  purchase  1,563  shares of common  stock with an
exercise price equal to $3.79 per share,  with all such warrants  vesting on the
date of grant.

(16) Consists  of warrants to  purchase  80,000  shares of common  stock with an
exercise price equal to $3.50 per share, all of which are fully vested; warrants
to purchase  80,000 shares of common stock with an exercise price equal to $2.15
per share,  all of which are fully vested;  warrants to purchase 5,000 shares of
common stock with an exercise price equal to $2.35 per share, the vested portion
of a warrant to  purchase  15,000  shares of common  stock,  which will be fully
vested on January 7, 2006; and warrants to purchase 6,667 shares of common stock
with an

                                       15


exercise  price  equal to $3.15 per share,  the  vested  portion of a warrant to
purchase  20,000 shares of common stock,  which will be fully vested on December
16, 2005.

(17) Consists  of warrants to  purchase  15,000  shares of common  stock with an
exercise  price equal to $2.35 per share,  one-third of which are fully  vested,
one-third of which will vest on January 7, 2005 and one-third of which will vest
on January 7, 2006, and warrants to purchase  20,000 shares of common stock with
an exercise price equal to $3.15 per share, one-third of which were fully vested
on the date of grant,  one-third  of which will vest on  December  16,  2004 and
one-third of which will vest on December 16, 2005.

(18) The  board  of  directors  of  Heartland  Advisors,  Inc.  has  voting  and
investment  control  over the shares of common  stock and  warrants  to purchase
common stock held by Brown Brothers Harriman & Co. FBO Heartland Value Fund, but
they disclaim  beneficial  ownership of such shares and warrants,  except to the
extent of any pecuniary interest therein.

(19) Consists of 100,000 shares of common stock and warrants to purchase  50,000
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(20) Ruedi  Stalder is a director of Senesco and is the Chairman of the Board of
Directors of Senesco.

(21) Consists of 98,313  shares of common  stock,  options to  purchase  400,000
shares of common stock with various  exercise prices ranging from $1.50 to $4.00
and warrants to purchase  15,823  shares of common stock with an exercise  price
equal to $3.79 per share, with all such warrants vesting on the date of grant.

(22) Consists of 31,646  shares of common stock and warrants to purchase  15,823
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(23) Consists of 111,626 shares of common stock and warrants to purchase  31,646
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(24) Consists of 63,291  shares of common stock and warrants to purchase  31,646
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(25) Consists of 72,743  shares of common stock and warrants to purchase  26,371
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(26) Consists of 52,743  shares of common stock and warrants to purchase  26,371
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(27) Paul A. Novelly and Douglas D. Hommert have voting and  investment  control
over the shares of common  stock and  warrants to purchase  common stock held by
St. Albans Global  Management,  but they disclaim  beneficial  ownership of such
shares and warrants, except to the extent of any pecuniary interest therein.

(28) John A.  McLennan  has voting  and  investment  control  over the shares of
common  stock and  warrants to purchase  common  stock held by McLennan  Holdco,
Inc., but he disclaims beneficial ownership of such shares and warrants,  except
to the extent of any pecuniary interest therein.

(29) Gregory I.  Porges has voting  and  investment  control  over the shares of
common  stock and  warrants to  purchase  common  stock held by Spectra  Capital
Management,  LLC,  but he  disclaims  beneficial  ownership  of such  shares and
warrants, except to the extent of any pecuniary interest therein.

(30) Consists of 55,294  shares of common stock and warrants to purchase  21,097
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(31) Consists of 42,194  shares of common stock and warrants to purchase  21,097
shares of common stock with an exercise price equal to $3.79 per share, with all
such warrants vesting on the date of grant.

(32) Consists  of warrants to  purchase  59,400  shares of common  stock with an
exercise price equal to $3.79 per share,  with all such warrants  vesting on the
date of grant.

                                       16


(33) Consists  of warrants to  purchase  59,400  shares of common  stock with an
exercise price equal to $3.59 per share,  and warrants to purchase 14,141 shares
of common stock with an exercise  price equal to $3.79 per share,  with all such
warrants vesting on the date of grant.

(34) James M. Davis has voting and investment  control over the shares of common
stock and  warrants to purchase  common stock held by Stanford  Venture  Capital
Holdings,  Inc.,  but he  disclaims  beneficial  ownership  of such  shares  and
warrants,  except to the extent of any  pecuniary  interest  therein.  Daniel T.
Bogar has voting and  investment  control over the  warrants to purchase  common
stock held by Stanford Group Company,  but he disclaims  beneficial ownership of
such warrants, except to the extent of any pecuniary interest therein.

(35) Consists of 1,714,287  shares of common stock,  warrants to purchase  6,248
shares of common stock with an exercise price equal to $3.79 per share, with all
such  warrants  vesting on the date of grant and  warrants to  purchase  750,000
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.  The 1,714,287 shares of common
stock and the  warrants to purchase  750,000  shares of common stock are held by
Stanford Venture Capital Holdings, Inc., an affiliate of Stanford Group Company.

(36) Consists  of  warrants to  purchase  6,248  shares of common  stock with an
exercise price equal to $3.79 per share,  with all such warrants  vesting on the
date of grant.

(37) Consists  of warrants to  purchase  15,296  shares of common  stock with an
exercise price equal to $3.79 per share,  with all such warrants  vesting on the
date of grant.

(38) Consists  of  warrants to  purchase  9,065  shares of common  stock with an
exercise price equal to $3.79 per share,  with all such warrants  vesting on the
date of grant.

(39) Consists  of  warrants to  purchase  7,384  shares of common  stock with an
exercise price equal to $3.79 per share,  with all such warrants  vesting on the
date of grant.


                                       17


                              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    a  distribution  in  accordance  with the rules of the American  Stock
          Exchange;

     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

                                       18


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    February 2, 2006.


                                       19


                                  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.

                                     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.

                       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, and any of
our subsequent filings with the SEC will automatically update and supersede this
information.  This  prospectus  incorporates  by reference the documents  listed
below  and any  future  filings  made by us with the SEC under  Sections  13(a),
13(c),  14 or 15(d) of the Exchange  Act,  until the filing of a  post-effective
amendment to this prospectus which indicates that all securities registered have
been sold or which deregisters all securities then remaining unsold:

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

     o    our annual  report on Form  10-KSB for the fiscal  year ended June 30,
          2003, filed on September 29, 2003;

     o    our proxy  statement  filed on October 28, 2003 for our annual meeting
          of stockholders held on December 15, 2003;

     o    our quarterly  report on Form 10-QSB for the quarter  ended  September
          30, 2003, filed on November 14, 2003;

     o    our quarterly report on Form 10-QSB for the quarter ended December 31,
          2003, filed on February 17, 2004;

     o    our current report on Form 8-K, dated February 3, 2004;

     o    our current report on Form 8-K, dated February 13, 2004; and

                                       20


     o    all of our  filings  pursuant  to the  Exchange  Act after the date of
          filing the initial  registration  statement and prior to effectiveness
          of the registration statement.

     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, attention:
Joel Brooks.

     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.


                                       21


                    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 $3,000,000.

                                       22