Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)   February 3, 2004

                           SENESCO TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Charter)

       Delaware                      001-31326                    84-1368850
(State or Other Jurisdiction   (Commission File Number)         (IRS Employer
      of Incorporation)                                      Identification No.)

303 George Street, Suite 420, New Brunswick, New Jersey                08901
(Address of Principal Executive Offices)                             (Zip Code)

Registrant's telephone number, including area code     (732) 296-8400

          (Former Name or Former Address, if Changed Since Last Report)


     Senesco Technologies, Inc., a Delaware corporation (the "Company"), entered
into a Securities Purchase Agreement (the "Securities  Purchase Agreement") with
institutional  and other  accredited  investors,  pursuant  to which the Company
issued and sold an aggregate  of  approximately  one million  units at $2.37 per
unit,  comprised of one share of newly issued common stock,  $0.01 par value per
share (the "Common Stock"),  and a five-year warrant to purchase 0.35 of a share
of Common Stock at an exercise price of $3.79 per share (the "Warrant").

     The  securities  sold in this private  placement  have not been  registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be  offered  or  sold  in the  United  States  in the  absence  of an  effective
registration statement or exemption from the registration requirements under the
Securities  Act.  In  accordance  with  the  terms  of the  Registration  Rights
Agreement  entered into by the Company and the investors in connection with this
financing (the "Registration Rights Agreement"),  the Company has agreed to file
a resale  registration  statement  on Form S-3 by March  18,  2004 to  register,
pursuant to the Securities  Act, the shares of Common Stock and shares of Common
Stock underlying the Warrants, acquired by the investors.

     A  complete  copy of each of the  form of  Securities  Purchase  Agreement,
Warrant and Registration Rights Agreement,  and the related press release of the
Company, are filed herewith as Exhibits 4.1, 10.1, 10.2 and 99.1,  respectively,
and are incorporated herein by reference. The foregoing descriptions of: (i) the
Securities Purchase Agreement;  (ii) the Warrants; (iii) the Registration Rights
Agreement;  and (iv) the  press  release  and any  other  documents  or  filings
referenced herein are qualified in their entirety by reference to such exhibits,
documents or filings.


      (c) Exhibits.

          Exhibit No.           Description of Exhibits
          -----------           -----------------------

              4.1    Form of  Warrant  issued  to  certain accredited  investors
                     (with attached  schedule of parties and terms thereto).

              10.1   Form  of Securities Purchase  Agreement by and between  the
                     Company  and certain  accredited investors  (with  attached
                     schedule of parties and terms thereto).

              10.2   Form of  Registration Rights  Agreement by and  between the
                     Company  and certain  accredited  investors  (with attached
                     schedule of parties and terms thereto).

              99.1   Press   Release  dated  February 3,  2004,  announcing  the
                     completion of the private placement.


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        SENESCO TECHNOLOGIES, INC.

                                        By: /s/ Joel Brooks
                                           Joel Brooks
                                           Chief Financial Officer

February 3, 2004