|                                                        |                                                             
|------------------------------------------------------- | ------------------------------------------------------------
|UNITED STATES                                          
|SECURITIES AND EXCHANGE COMMISSION                     
|WASHINGTON,
 D.C. 20549                                
|                                                       
|FORM 10-K/A                                            
|(Amendment
 No. 1)                                     
|                                                       
|x                                                       | ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE       
|                                                        | SECURITIES
 EXCHANGE ACT OF 1934                            
|                                                        |                                                             
|                                                        | For
 the fiscal year ended July 31, 2009                    
|                                                        |                                                             
|                                                        | OR                                                          
|                                                        |                                                             
|o                                                       | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE   
|                                                        | SECURITIES
 EXCHANGE ACT OF 1934                            
|                                                        |                                                             
|                                                        | For
 the transition period from ____________ to ____________
|                                                        |                                                             
|Commission
 file number: 001-09974                     
|                                                       
|ENZO BIOCHEM, INC.                                     
|(Exact
 name of registrant as specified in its charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|New York                                 |  | 13-2866202         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|527
 Madison Avenue
 New York, New York  |  | 10022              
|(Address of principal executive offices) |  | (Zip Code)         

|                                                                    |  |                                          
|------------------------------------------------------------------- |  | -----------------------------------------
|Registrants telephone number, including area code: (212)
 583-0100
|                                                                   
|Securities registered pursuant to Section 12(b) of the Act:        
|                                                                    |  |                                          
|Title of each class                                                 |  | Name of each exchange on which registered
|                                                                    |  |                                          
|Common Stock, $0.01 par value per share                             |  | The New York Stock Exchange              

|                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Securities registered pursuant to Section 12(g) of the Act: None                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate
 by check mark if the registrant is a well-known seasoned issuer, as defined
 in Rule 405 of the Securities Act.                                                                                                                                                                                                                                       
|Yes o                              
 No x                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate
 by check mark if the registrant is not required to file reports pursuant to
 Section 13 or Section 15(d) of the Exchange Act.                                                                                                                                                                                                                         
|Yes o                               No
 x                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate
 by check mark whether the registrant (1) has filed all reports required to be
 filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
 the preceding 12 months (or for such shorter period that the registrant was
 required to file such reports), and (2) has been subject to such filing
 requirements for the past 90 days.   
|Yes x                              No
 o                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                
|Indicate
 by check mark whether the registrant has submitted electronically and posted
 on its corporate Web site, if any, every Interactive Data File required to be
 submitted and posted pursuant to Rule 405 of Regulation S-T during the
 preceding 12 months (or for such shorter period that the registrant was
 required to submit and post such files).
|Yes o                              No
 o                                                                                                                                                                                                                                                                                                                        

---



|                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate
 by check mark if disclosure of delinquent filers pursuant to Item 405 of
 Regulation S-K is not contained herein, and will not be contained, to the
 best of registrants knowledge, in definitive proxy or information statements
 incorporated by reference in Part III of this Form 10-K or any amendment to
 this Form 10-K. x
|                                                                                                                                                                                                                                                                                                                                            
|Indicate
 by check mark whether the registrant is a large accelerated filer, an
 accelerated filer, a non-accelerated filer or a smaller reporting company.
 See the definitions of large accelerated filer, accelerated filer and
 smaller reporting company in Rule 12b-2 of the Exchange Act.                                      

| |                                                                         |                             
| | ----------------------------------------------------------------------- | ----------------------------
| | Large
 accelerated filer o                                              | Accelerated
 filer x        
| |                                                                         |                             
| | Non-accelerated
 filer o
 (Do not check if a smaller reporting company) | Smaller
 reporting company o

|                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------
|Indicate
 by check mark whether the registrant is a shell company (as defined in Rule
 12b-2 of the Exchange Act).                         
|Yes o                               No
 x                                                                                                  
|                                                                                                                                           
|The
 aggregate market value of the registrants voting stock held by
 non-affiliates was approximately $166,537,000 as of January 31, 2009.
|                                                                                                                                           
|The
 number of shares of the registrants common stock, par value $.01,
 outstanding as of November 23, 2009 was approximately 37,978,000. 

---



EXPLANATORY
NOTE

Enzo
Biochem, Inc. (the Company) is filing this Amendment No. 1 to its Annual
Report on Form 10-K for the fiscal year ended July 31, 2009, filed with the
Securities and Exchange Commission on October 14, 2009, solely for the purpose
of providing certain information required by Part III of Form 10-K and to
reflect exhibits filed with this Amendment No. 1. In connection with the
filing of this Amendment, and as required by Rule 12b-15 of the Securities
Exchange Act of 1934 (the Exchange Act), the Company is also filing new
certifications of its principal executive officer and principal financial
officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.

Unless
otherwise stated, this Amendment No. 1 does not reflect events occurring
after the filing of the original Form 10-K or modify or update in any way
disclosures contained in the original Form 10-K.

---



TABLE
OF CONTENTS

|                                                                                                           |  |   
|---------------------------------------------------------------------------------------------------------- |  | --
|PART III                                                                                                   |  |   
|                                                                                                           |  |   
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
 CORPORATE GOVERNANCE.                                          |  | 1 
|                                                                                                           |  |   
|ITEM 11. EXECUTIVE COMPENSATION.                                                                           |  | 5 
|Compensation of Directors  Fiscal 2009                                                                    |  | 5 
|Summary Compensation Table  Fiscal 2009,
 2008 and 2007                                                   |  | 10
|Grants of Equity Awards in Fiscal 2009                                                                     |  | 10
|Outstanding Equity Awards at Fiscal
 Year-End                                                              |  | 11
|Option Exercised and Stock Vested  Fiscal
 2009                                                           |  | 12
|All Other
 Compensation in Fiscal 2009, 2008 and 2007                                                      |  | 14
|Potential Payments Upon Termination of Change in
 Control                                                  |  | 15
|                                                                                                           |  |   
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN
 BENEFICIAL OWNERS AND
 MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |  | 16
|                                                                                                           |  |   
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
 TRANSACTIONS AND DIRECTOR
 INDEPENDENCE.                       |  | 19
|                                                                                                           |  |   
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
 SERVICES.                                                          |  | 19
|                                                                                                           |  |   
|ITEM
    15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                    |  | 20
|                                                                                                           |  |   
|SIGNATURES                                                                                                 |  | 23
|                                                                                                           |  |   
|EX-31.(c)                                                                                                  |  |   
|                                                                                                           |  |   
|EX-31.(d)                                                                                                  |  |   

---



PART III

|         |                                                        
|-------- | -------------------------------------------------------
|Item 10. | Directors, Executive Officers and Corporate
 Governance

The
current directors, executive officers and key employees of the Company and its
subsidiaries are identified in the table below.

|                            |  |     |  |                                               |     |          |                                                                                              
|--------------------------- |  | --- |  | --------------------------------------------- | --- | -------- | ---------------------------------------------------------------------------------------------
|Name                        |  | Age |  | Year Became a
 Director or
 Executive Officer |     | Position
|                            |  |     |  |                                               |     |         
|Elazar
 Rabbani, Ph.D.      |  | 66  |  | 1976                                          |     |          | Chairman of
 the Board of Directors, Chief Executive Officer and Secretary (1)               
|Barry W.
 Weiner            |  | 59  |  | 1977                                          |     |          | President,
 Chief Financial Officer, Principal Accounting Officer, Treasurer and Director (1)
|Shahram K.
 Rabbani         |  | 57  |  | 1976                                          | (2) |          | Treasurer,
 Secretary and Director (1)                                                       
|Carl W.
 Balezentis, Ph.D.  |  | 52  |  | 2006                                          |     |          | President,
 Enzo Life Sciences, Inc.                                                         
|Christine
 Fischette, Ph.D. |  | 58  |  | 2008                                          |     |          | President,
 Enzo Therapeutics, Inc.                                                          
|Kevin
 Krenitsky, MD.       |  | 43  |  | 2009                                          |     |          | President,
 Enzo Clinical Labs, Inc.                                                         
|Andrew R.
 Crescenzo, CPA   |  | 53  |  | 2006                                          |     |          | Senior Vice
 President of Finance                                                            
|Herbert B.
 Bass            |  | 61  |  | 1989                                          |     |          | Vice
 President of Finance                                                                   
|David C.
 Goldberg          |  | 52  |  | 1995                                          |     |          | Vice
 President, Corporate Development                                                       
|Andrew P.
 Whiteley         |  | 51  |  | 2008                                          |     |          | Vice
 President, Business Development and Chief Operating Officer, Enzo Life
 Sciences, Inc. 
|Paul OBrien                |  | 47  |  | 2009                                          |     |          | Vice
 President, Global Human Resources                                                      
|Irwin C.
 Gerson            |  | 79  |  | 2001                                          | (2) |          | Director                                                                                     
|Dr. Bernard
 L. Kasten      |  | 63  |  | 2008                                          |     |          | Director                                                                                     
|Stephen B.
 H. Kent, Ph.D.  |  | 64  |  | 2007                                          | (2) |          | Director                                                                                     
|Melvin F.
 Lazar, CPA       |  | 70  |  | 2002                                          |     |          | Director                                                                                     

|(1) | Effective November 25, 2009, the Board of Directors removed Shahram K. Rabbani  as Secretary and Treasurer of the Company and appointed Dr. Elazar Rabbani as Secretary
and Barry W. Weiner as Treasurer.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                          
|(2) | Director term expires at the fiscal 2009 annual meeting                                                                                                                                                  

Biographical Information Regarding Directors,
Executive Officers and Key Employees

ELAZAR
RABBANI, Ph.D (age 66) is Enzo Biochems founder and has served as the
Companys Chairman of the Board of Directors and Chief Executive Officer
since its inception in 1976 and Secretary since November 25, 2009. Dr. Rabbani
has authored numerous scientific publications in the field of molecular biology,
in particular, nucleic acid labeling and detection. He is also the lead inventor
of many of the Companys
pioneering patents covering a wide range of technologies and products. Dr.
Rabbani received his Bachelor of Arts degree from New York University in
Chemistry and his Ph.D. in Biochemistry from Columbia University. He is a
member of the American Society for Microbiology.

BARRY
W. WEINER (age 59) President, Chief Financial Officer, Treasurer and Director,
    is a founder of Enzo Biochem, Inc. He has served as the Companys President
    since 1996 and Treasurer since November 25, 2009, and previously held the
    position of Executive Vice President. Before his employment with Enzo, he
    worked in several managerial and marketing positions at the Colgate Palmolive
    Company. Mr. Weiner is a Director of the New York Biotechnology Association.
    He received his Bachelor of Arts degree in Economics from New York University
    and a Master of Business Administration in Finance from Boston University.

SHAHRAM
K. RABBANI (age 57) Director, is a founder and has
been with the Company since its inception. He is also the former Secretary and
    Treasurer and President of Enzo Clinical Labs. He received a Bachelor of
    Arts Degree in Chemistry from Adelphi University.

1

---



CARL
W. BALEZENTIS, Ph.D (age 52) President, Enzo Life Sciences, Inc. has held this
position since June 2006. Before his employment with Enzo, he was CEO of Lark
Technologies, Inc. from 2000 to 2004, prior to its acquisition by Genaissance
Pharmaceuticals, Inc. Subsequent to the acquisition Dr. Balezentis held the
positions of President of Lark Technologies, Inc., and Senior Vice President of
Genaissance. From 1998 to 2000 he has held numerous executive positions in the
life sciences industry at Sigma-Aldrich, Perceptive Scientific Instruments,
Inc., Applied Biosystems, Inc. (now Applera) and Promega Corporation. Dr.
Balezentis holds a Ph.D. in Genetics from the University of Arizona and
completed a Post Doctoral Fellowship at M.D. Anderson Cancer Center in Houston,
TX.

CHRISTINE
T. FISCHETTE, Ph.D (age 58) President, Enzo Therapeutics, Inc. has held this
position since January 2008. Before her employment with Enzo, from 1999-2007
she was Executive Director and Head of Negotiation, Global Business Development
and Licensing for various therapeutic Business Franchise Boards at Novartis
Pharmaceuticals, a division of Novartis Ag. From 1987  1999, Dr. Fischette has
held various positions at Pfizer Pharmaceuticals, NY and directed
preclinical/clinical development, medical marketing, and was head of Pfizers
US commercial arm for diabetes before joining business development and
licensing from 1987-1999. Prior to her work experience at Pfizer, she conducted
research as Senior Scientist at Hoffmann-La Roche, Inc. and as a PostDoctoral
Fellow at Rockefeller University. Dr. Fischette holds a Ph.D. in Physiology
from the University of Medicine & Dentistry of New Jersey and a B.A. in
Biology Education from Rutgers University.

KEVIN
KRENITSKY, MD (age 43) was appointed President of Enzo Clinical Labs in March
2009. Before his employment at Enzo he was the CEO of Bio Serve
Biotechnologies, a global biotechnology company specializing in processing
genetic diagnostic tests from 2007 to February 2009. From 2006 to 2007, he was
the Interim CEO of Parkway Clinical Laboratories, a clinical diagnostic lab
providing comprehensive routine and esoteric testing. Prior to his employment
at Parkway Clinical, from 1999 to 2006, he served as Senior Vice President and
Division Head at SeraCare Life Sciences Genomics Collaborative Division (GCI) where
he managed all worldwide pharmaceutical R&D collaborations. Before GCI was
acquired by Seracare Life Sciences, he held the position of Medical Director.
Dr. Krenitsky received his M.D. from Jefferson Medical College.

ANDREW
R. CRESCENZO, CPA (age 53) Senior Vice President of Finance for the Company has
held this position since May 2006. Before joining the Company, Mr. Crescenzo
was an Executive Director from 2002 to 2006 and a Senior Manager from 1997 to
2002 at Grant Thornton LLP. From 1993 to 1997 he served as Vice President and
Chief Financial Officer of J. DAddario & Co, Inc and held several
positions at Ernst and Young LLP from 1984 to 1993, the latest of which was
Senior Manager. Mr. Crescenzo is a Certified Public Accountant and received his
Bachelors of Business Administration from Adelphi University.

HERBERT
B. BASS (age 61) Vice President of Finance for the Company and has held this
position since May 1989. Prior to 1989 Mr. Bass served as the Corporate
Controller of the Company. Mr. Bass has been with the Company since 1986. From
1977 to 1986, Mr. Bass held various positions at Danziger and Friedman,
Certified Public Accountants, the latest of which was audit manager. Mr. Bass
received a Bachelor of Business Administration degree in Accounting from
Bernard M. Baruch College.

DAVID
C. GOLDBERG (age 52) Vice President of Corporate Development for Enzo Biochem
has been employed with the Company since 1985. He has held several managerial
positions within Enzo Biochem. Mr. Goldberg also held management and marketing
positions with DuPont-NEN and Gallard Schlesinger Industries before joining the
Company. He received a Master of Science degree in Microbiology from Rutgers
University and a Master of Business Administration in Finance from New York
University.

ANDREW
P. WHITELEY (age 51) Chief Operating Officer, Enzo Life Sciences and Vice
President of Business Development, Enzo Biochem since May 2008. Before his
employment at Enzo, Mr. Whiteley previously held the position of CEO at Vitra
Biosciences (2003 to 2005) and CEO of InforMax from 2002 to 2003 which was
acquired by Invitrogen. Prior to that Mr. Whiteley held various positions at
Amersham Pharmacia Biotech (now part of GE Healthcare) including, VP Bioinformatics
and VP Sequencing Business. Mr. Whiteley graduated from Nottingham University,
England with a joint honors degree in Biochemistry and Chemistry.

2

---



PAUL
C. OBRIEN (age 47) Vice President of Global Human Resources for the Company
has held this position since November 2009. Before joining the Company, Mr.
OBrien was Vice President of Global Human Resources at Black & Decker for
their Fastening and Assembly Systems Group from 2005 to 2009. From 2003 to 2004
Mr. OBrien was Director of Global Human Resources for Stryker Spine and from
1991 to 2002 he held various roles in Human Resources with Tyco Healthcare, the
latest of which was Senior Director, Divisional Human Resources. Mr. OBrien
received a Bachelor of Arts degree in General Studies from Providence College.

IRWIN
C. GERSON (age 79) has been a Director of the Company since May 2001 and is
Chairman of the Compensation Committee and also serves on the Audit and the
Nominating/Governance Committees. From 1995 until December 1998, Mr. Gerson
served as Chairman of Lowe McAdams Healthcare and prior thereto had been, since
1986, Chairman and Chief Executive Officer of William Douglas McAdams, Inc.,
one of the largest advertising agencies in the U.S. specializing in
pharmaceutical marketing and communications to healthcare professionals. In
February 2000, he was inducted into the Medical Advertising Hall of Fame. He
was a director of Andrx Corporation, a NASDAQ listed company which specializes
in proprietary drug delivery technologies until November 2006. From 1990-1999,
he was Chairman of the Council of Overseers of the Arnold and Marie Schwartz
College of Pharmacy and has served as a trustee of The Albany College of
Pharmacy and Long Island University. He was elected President of the Advisory
Board of Florida Atlantic University Lifelong Learning Society in October 2006.
Mr. Gerson has a Bachelor of Science in Pharmacy from Fordham University and an
MBA from the NYU Graduate School of Business Administration.

BERNARD
L. KASTEN, MD (age 63) Dr. Kasten has been a Director of the Company since
January 2008 and serves on the Audit, Nominating and the Compensation
Committees. Since July 2006 he has been Chairman of the Board of Directors and
on the audit and compensation committees of Cleveland Biolabs, Inc. (CBLI:
NASDAQ). From 1996 to 2004, Dr. Kasten served at Quest Diagnostics Incorporated
where he was Chief Laboratory Officer and most recently Vice President of
Medical Affairs of its MedPlus Inc. subsidiary. Dr. Kasten served as a director
of SIGA Technologies from May 2003 to December 2006, and as SIGAs Chief
Executive Officer from July 2004 through April 2006. Dr. Kasten has served
since 1999 as scientific advisor and, since April 2007 as Executive Chairman
and of GeneLink Inc. (GNLK.OTCBB) and had served on the board of SeraCare Life
Sciences Inc. (SCRS  Pink Sheets). Dr. Kasten is also a director of several
privately held companies. Dr. Kasten is a graduate of the Ohio State University
College of Medicine. His residency was served at the University of Miami,
Florida and he was awarded fellowships at the National Institutes of Health
Clinical Center and NCI, Bethesda, Maryland. He is a diplomat of the Board of
Pathology with certification in anatomic and clinical pathology with
sub-specialty certification in Medical Microbiology.

STEPHEN
B. H. KENT, Ph.D (age 64) has been a Director of the Company since January 2007
and Lead Independent Director since January 2008 and serves on the
Nominating/Governance Committee. Dr. Kent is or has been a Professor of
Biochemistry & Molecular Biology (2001-present), Professor of Chemistry
(2002-present), and Director of the Institute for Biophysical Dynamics
(2003-2009) at the University of Chicago. Dr. Kent was the business founder and
served as a director of Ciphergen Biosystems (1994-1997) and Gryphon Sciences
(1994-2002). At Gryphon Sciences, Kent served as President (1997- 2000), CEO
(1999-2000), and Chief Scientist (1997-2001). Dr. Kent has served on the
Scientific Advisory Board at Amylin Pharmaceuticals from 2005  present, the
Board of the Center for Functional Genomics, Victoria University, New Zealand
from 2004  present, the Scientific Advisory Board, Institute for Molecular
Bioscience, The University of Queensland, Australia, from 2001 present, and
the Scientific Advisory Board, New York Blood Center & Kimball Research
Institute from 19911997. Dr. Kent received Bachelor of Science and Master of
Science degrees in his native New Zealand, and his Ph.D. from the University of
California, Berkeley.

MELVIN
F. LAZAR, CPA (age 70) has been a Director of the Company since August 2002,
the Lead Independent Director from October 2005 to January 2008, and is
Chairman of the Audit Committee. Mr. Lazar was a founding partner of the public
accounting firm of Lazar, Levine & Felix LLP from 1969 until October 2002.
Mr. Lazar is a board member and chairman of the audit committee of Arbor Realty
Trust, Inc. (ABR: NYSE). Arbor is a real estate investment trust (REIT) formed
to invest in real estate related bridge and mezzanine loans, preferred equity
investments and other real estate related assets. Mr. Lazar holds a Bachelor of
Business Administration degree from The City College of New York (Baruch
College).

3

---



Family Relationships

Dr.
Elazar Rabbani and Shahram K. Rabbani are brothers and Barry W. Weiner is their
brother-in-law.

Section 16(A) Beneficial Ownership Reporting
Compliance

Section
16(a) of the Exchange Act requires the Companys executive officers, directors
and persons who beneficially own more than 10% of a registered class of the
Companys equity securities (collectively, Reporting Persons) to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Such executive officers, directors and greater than 10% beneficial
owners are required by Securities and Exchange Commission regulation to furnish
the Company with copies of all Section 16(a) forms filed by such reporting
persons.

Based
solely on the Companys review of such forms furnished to the Company and
written representations from certain reporting persons, the Company believes
that the Reporting Persons have complied with all applicable filing
requirements during the fiscal year ended July 31, 2009.

Corporate Governance

Code of Ethics

The
Company has adopted a Code of Ethics (as such term is defined in Item 406 of
Regulation S-K). The Code of Ethics is available on the Companys website at
www.enzo.com, and in print to anyone that requests it. The Code of Ethics
applies to the Companys employees, officers and members of the board. The Code
of Ethics has been designed to deter wrongdoing and to promote:

|    |                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Honest and
 ethical conduct, including the ethical handling of actual or apparent
 conflicts of interest between personal and professional relationships;                                                                         
|    |                                                                                                                                                                                                                                   
|(2) | Full, fair,
 accurate, timely, and understandable disclosure in reports and documents that
 the Company files with, or submits to, the Securities and Exchange Commission
 and in other public communications made by the Company;
|    |                                                                                                                                                                                                                                   
|(3) | Compliance
 with applicable governmental laws, rules and regulations;                                                                                                                                                             
|    |                                                                                                                                                                                                                                   
|(4) | The prompt
 internal reporting or violations of the Code of Ethics to an appropriate
 person or persons identified in the Code of Ethics; and                                                                                     
|    |                                                                                                                                                                                                                                   
|(5) | Accountability
 for adherence to the Code of Ethics.                                                                                                                                                                              

Nominations to the
Board of Directors

There
have been no material changes to the procedures by which security holders may
recommend nominees to our Board.

Audit Committee

The
Audit Committee was established by and among the Board of Directors for the
purpose of overseeing the accounting and financial reporting processes of the
Company and audits of the financial statements of the Company in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended.
The Audit Committee is authorized to review proposals of the Companys auditors
regarding the annual audit, recommend the engagement or discharge of the
auditors, review recommendations of such auditors concerning accounting
principles and the adequacy of internal controls and accounting procedures and
practices, review the scope of the annual audit, approve or disapprove each
professional service or type of service other than standard auditing services
to be provided by the auditors, and review and discuss the audited financial
statements with the auditors. The current members of the Audit Committee are
Messrs. Lazar and Gerson and Dr. Kasten. Mr. Lazar is the Chairman. The Board
of Directors has determined
that each of the Audit Committee members are independent, as defined in the
NYSEs listing standards and as defined in Item 7(d)(3)(iv) of Schedule
14A under the Securities and Exchange Act of 1934. The Board of Directors has
further determined that Messrs. Lazar and Gerson are each audit committee
financial experts as such term is defined under Item 401(h)(2) of Regulation
S-K.

4

---



|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Compensation
of Directors

The
following table sets forth the information concerning compensation earned
during our fiscal year ended July 31, 2009 by all non-employee directors:

|                                  |  |                                   |        |                      |   |                   |  |                                                                                  |  |                              |  |            |  |  |  |  |   |         | 
|--------------------------------- |  | --------------------------------- | ------ | -------------------- | - | ----------------- |  | -------------------------------------------------------------------------------- |  | ---------------------------- |  | ---------- |  |  |  |  | - | ------- | 
|Name                              |  | Fees Earned or
 Paid in Cash
 ($) |        | Stock Awards
 ($)(2) |   | OptionAwards
 ($) |  | Change in Pension Value
 and Non-Qualified
 Deferred Compensation
 Earnings
 ($) |  | All Other
 Compensation
 ($) |  | Total
 ($) | 
|                                  |  |                                   |        |                      |   |                   |  |                                                                                  |  |                              |  |            | 
|Irwin C. Gerson Director          |  | $                                 | 56,875 |                      | $ | 121,125           |  |                                                                                  |  |                              |  |            |  |  |  |  | $ | 178,000 | 
|Barnard Kasten, MD. Director      |  | $                                 | 45,000 |                      | $ | 99,355            |  |                                                                                  |  |                              |  |            |  |  |  |  | $ | 144,355 | 
|Stephen P. H. Kent, Ph.D Director |  | $                                 | 72,500 |                      | $ | 121,245           |  |                                                                                  |  |                              |  |            |  |  |  |  | $ | 193,745 | 
|Melvin F.Lazar, CPA Director      |  | $                                 | 65,000 |                      | $ | 130,626           |  |                                                                                  |  |                              |  |            |  |  |  |  | $ | 195,626 | 
|John B. Sias (1) Director         |  | $                                 | 22,500 |                      | $ | 73,975            |  |                                                                                  |  |                              |  |            |  |  |  |  | $ | 96,475  | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents
 partial year as director, term expired January 22, 2009.                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Each
 independent director, serving after the annual meeting in January 2009, was
 awarded 28,651 restricted stock units in fiscal 2009. The amounts reflect the
 dollar amount recognized for financial statement reporting purposes for the
 fiscal year ended July 31, 2009, in accordance with accounting standards for
 awards pursuant to the Companys 2005 Plan for awards granted in and prior to
 fiscal 2009.

Compensation of Executive Officers

Compensation
Discussion and Analysis

The
Compensation Committee of our Board of Directors oversees our executive
compensation program. In this role, the Compensation Committee reviews and
approves all compensation decisions relating to our named executive officers.
The Compensation Committee also reviews and approves all equity awards for all
employees.

The
Company strives to apply a uniform philosophy to compensation for all of its
employees. This philosophy is based on the premise that the achievements of the
Company result from the combined and coordinated efforts of all employees
working toward common objectives.

5

---



Objectives and
Philosophy of Our Executive Compensation Program

The
primary objectives of the Compensation Committee with respect to executive
compensation are to:

| |   |                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | align
 executive compensation with comparable companies in our industry sectors to
 attract, retain and motivate the best possible executive talent;
| |   |                                                                                                                                                     
| |  | ensure that
 executive compensation is aligned with our corporate business objectives and
 performance;                                             
| |   |                                                                                                                                                     
| |  | promote the
 achievement of key strategic and financial performance objectives by linking
 cash and equity incentives; and                          
| |   |                                                                                                                                                     
| |  | align
 executives incentives with the creation of long-term stockholder value.                                                                     

To
achieve these objectives, the Compensation Committee evaluates senior
management with input from our CEO, with the goal of setting compensation at
levels the Compensation Committee believes are competitive with those of other
companies in our industry that compete with us for executive talent. The
Compensation Committee also conducts an annual evaluation of the CEO in
addition to senior management evaluations. As part of these evaluations, our
Compensation Committee considers key strategic, financial and operational
objectives, including but not limited to: award of new patents, intellectual
property protection, advancement of strategic alliances, collaborations,
M&A activity, licensing, clinical trial progress, new product
introductions, provider contracts, investor relations, corporate governance,
and our financial and operational performance, as measured by the respective
value drivers in each of the operating segments.

We
may also award long term incentive compensation in the form of restricted stock
awards that vest over time. We believe this practice helps to retain our
executives and aligns their interests with those of our stockholders by
allowing them to participate in the longer term success of our Company as
reflected in stock price appreciation.

In
making compensation decisions, the Compensation Committee compares our
executive compensation against a peer group of publicly traded companies which
they believe have business life cycles, revenues, market capitalizations,
products, research and development investment levels and/or number/capabilities
of employees that are roughly comparable to ours and against which the
Compensation Committee believes we compete for executive talent. In 2005, the
Compensation Committee retained James F. Reda & Associates LLC,
(Consultant) an independent compensation consultant. The Companys senior
management, with the assistance of the Consultant, compiled a list of peer
companies. The Consultant then analyzed the executive compensation programs of
these companies and issued a report to the Compensation Committee. In 2007 and
2008, the Consultant, with recommendations from senior management modified the
peer company list to better reflect changes at the Company, with respect to
operating segment significance, changes within the industries that the Company
operates and changes among companies included in the peer group.

The
companies included in the peer group, as updated, surveyed by the Consultants
in 2008:

| |   |                                  
| | - | ---------------------------------
| |  | Affymetrix,
 Inc.                
| |   |                                  
| |  | Alkermes,
 Inc                   
| |   |                                  
| |  | Amylin
 Pharmaceuticals          
| |   |                                  
| |  | Bio-Reference
 Laboratories, Inc.
| |   |                                  
| |  | Cryolife,
 Inc.                  
| |   |                                  
| |  | Gen Probe,
 Inc,                 
| |   |                                  
| |  | Genomic
 Health, Inc.            
| |   |                                  
| |  | Intermune,
 Inc.                 
| |   |                                  
| |  | Incyte Corp.                     
| |   |                                  
| |  | Isis
 Pharmaceuticals, Inc.      
| |   |                                  
| |  | Lexicon
 Pharmaceuticals, Inc.   
| |   |                                  
| |  | Myraid
 Genetics, Inc.           
| |   |                                  
| |  | PDL Bio
 Pharma, Inc.            
| |   |                                  
| |  | Progenics
 Pharmaceuticals       
| |   |                                  
| |  | The
 Medicienes, Inc.            
| |   |                                  
| |  | United
 Therapeutics Corp.       
| |   |                                  
| |  | Vertex
 Pharmaceuticals          

6

---



We
compete with many other companies for executive personnel. The Compensation
Committee generally targets total compensation for executives under the 50th
percentile of total compensation paid to similarly situated executives of the
companies in the peer group.

The
Compensation Committee may adjust compensation levels, upon consideration of
the relevant drivers relating to the life sciences, clinical diagnostics or
therapeutics industries we operate in, with respect to an executives
individual experience and performance level, and the overall performance of the
Company.

The
Compensation Committee met three times in fiscal 2009 in order to review and
approve our compensation for named executives and non-employee directors,
review candidates presented by senior management for key positions, approve
equity awards for all employees and review with our Consultant the peer group
information. The results of the Compensation Committee activities were reported
to the Board of Directors.

Components of our
Executive Compensation Program

The
primary elements of our executive compensation program are:

| |   |                                           
| | - | ------------------------------------------
| |  | base salary;                              
| |   |                                           
| |  | cash bonus;                               
| |   |                                           
| |  | equity
 awards;                           
| |   |                                           
| |  | benefits and
 other compensation; and     
| |   |                                           
| |  | severance
 and change-of-control benefits.

Base
Salary

Base
salary levels recognize the experience, skills, knowledge and responsibilities
of each executives position within the Company.

Exclusive
of the base salaries that are contractual, base salaries are reviewed annually
by the Compensation Committee, and may be adjusted from time to time to realign
salaries with market levels and among our peer group after taking into account
individual responsibilities, performance, and experience and for cost of
living. Base salaries also may be increased for merit reasons, based on the
executives success in meeting or exceeding individual performance objectives,
promoting our core values and demonstrating leadership abilities.

The
base salaries of the three founders - Dr. Elazar Rabbani, our Chairman of the
Board, Chief Executive Officer and Secretary; Mr. Barry Weiner, our President,
Chief Financial Officer, Treasurer and Director; and Mr. Shahram K. Rabbani, Director and the former Secretary and Treasurer and President of Enzo Clinical Labs
    (the Founders)
    - are set in accordance with the terms of executed employment agreements
    with each individual. Pursuant to the terms of their respective employment
    agreements, Dr. Rabbani and Mr. Weiner are currently compensated for the
    calendar year 2009 at a base annual salary of $546,192 and $484,472, respectively.
    Mr. Rabbanis base salary was $484,472 for the calendar
year 2009 prior to the termination of his employment effective March 9, 2009.
Base salaries in calendar year 2009 increased by 5.3% for the aforementioned
executives.

The
base salaries for Dr. Carl W. Balezentis and Andrew R. Crescenzo were based on
their initial one year employment agreements in fiscal 2006. Dr. Balezentis and
Mr. Crescenzo are currently compensated for the calendar year 2009 at the base
salary of $245,000 and $235,000, respectively. Their base salaries increased 4%
in calendar year 2009, reflective of cost of living increases, merit and
alignment with market levels.

The
base salary for Kevin Krenitsky, MD, appointed President of Enzo Clinical Labs
on March 2, 2009 was $240,000 as set forth in his initial one year employment
agreement.

Annual
Cash Bonus

The
Compensation Committee approves discretionary cash bonuses for certain
employees, including our named executive officers.

7

---



The
Compensation Committee awarded Dr. Rabbani a $465,000 cash bonus in calendar
2009. Commencing in calendar 2009, the bonus includes the cost of life
insurance previously provided by the Company in accordance with Dr. Rabbanis
employment agreement. The Compensation Committee recognized Dr. Rabbanis broad
contributions in the areas of his role as Chairman of the Board, oversight of
and increases to our technology platform and scientific product development,
recruitment of new members of the executive and scientific management and
strategy for business development, including negotiating licensing and
collaboration arrangements and M&A activities. During the period for which
the aforementioned bonus was awarded, the Company, in addition to other
actions, successfully completed the acquisition of Biomol International L.P.
and subsidiary (Biomol) in May 2008 increased its revenues and product
offerings and expanded its capabilities.

The
Compensation Committee awarded Mr. Weiner a $340,000 cash bonus in calendar
2009. Commencing in calendar 2009, the bonus includes the cost of life
insurance previously provided by the Company in accordance with Mr. Weiners
employment agreement. The Compensation Committee recognized Mr. Weiners
contributions in, strategic planning, financial management, including our
Companys financial position and liquidity, M&A activity, corporate
governance, communication efforts with our stockholders, investors and outside
analysts, oversight of the finance group and the Companys compliance with the
requirements of Section 404 of the Sarbanes Oxley Act of 2002, as well as his
role in recruitment of new management personnel and divisional management and
his leadership role among the divisional executives. During the period for
which the bonus was awarded, Mr. Weiner, in addition to other contributions,
assisted with the acquisition of Biomol and the integration of our recent
acquisitions from a financial and Section 404 standpoint.

The
discretionary cash bonuses for Dr. Balezentis and Mr. Crescenzo were $70,000
and $55,000, respectively, as recommended by our CEO to the Compensation
Committee, based on various objectives, specific to their positions, as further
explained below.

The
Compensation Committee reviewed the recommendation from our CEO with respect to
Dr. Balezentiss performance in meeting objectives set forth to grow Enzo Life
Sciences globally through organic and acquisition growth, strategic alliances
or through licensing, develop the management team to meet the requirements of
the subsidiary and his role in leadership among the divisions management.
During the period for which the aforementioned bonus was awarded, Dr.
Balezentis was responsible for, among other matters, negotiating the
acquisition of Biomol, the integration of Biomol and Axxora, Inc. (acquired in
May 2007) and the management of the introduction of new products offerings.

The
Compensation Committee reviewed the recommendation from our CEO with respect
    to Mr. Crescenzos performance in meeting objectives set forth to enhance
financial reporting to the Board and the Audit Committee, managing the
financial and due diligence aspects of M&A transactions, implementing and
monitoring internal controls and Section 404 requirements and his role in
leadership among our finance group. During the period for which the
aforementioned bonus was awarded, Mr. Crescenzo, among other matters, assisted
with the negotiating and execution of the Biomol acquisition, the integration
of finance teams acquired, the implementation of Section 404 for acquired
companies and the global legal restructuring of a subsidiarys divisions.

Restricted
Stock Awards

At
its sole discretion, the Compensation Committee awards restricted stock as the
primary vehicle for long-term incentives to our executives, including our named
executive officers. Since August 1, 2005, we have not issued any stock options
to any employees, including the named executives.

We
believe that equity awards provide our executives with a strong link to our
long-term performance, create an ownership culture, and help to align the
interests of our named executive officers and our stockholders. Equity awards
are intended as both a reward for contributing to the long-term success of our
Company and an incentive for future performance.

Restricted
stock awards vest ratably over a 2 to 4 year period with 50% to 25% of the
award vesting 12 months after the named executive officers start date or the
annual anniversary of the award grant and the remainder of the awards vesting
annually over the remaining period. The vesting feature of our equity grants is
intended to

8

---



further our
goal of executive retention by providing an incentive to our named executive
officers to remain in our employ during the vesting period.

In
determining the size of equity awards to our executives, our Compensation
Committee considers comparable equity awards of executives in our compensation
peer group, our Company-level performance, the applicable executives
performance, the amount of equity previously awarded to the executive, the
vesting schedule of such previous awards and the recommendations of management
and its independent Consultant to the Compensation Committee.

Equity
awards of restricted stock are discretionary, and may be granted annually in
conjunction with the review of an executives individual performance. The
Compensation Committee reviews all components of the executives compensation,
including the allocation between cash and equity, when determining annual
equity awards to ensure that an executives total compensation conforms to our
overall philosophy and objectives.

In
January 2009, Dr. Balezentis and Mr. Crescenzo were awarded 10,000 and 9,000
shares of restricted stock, respectively, as a component of their total
compensation package.

In
March 2009, Dr. Rabbani and Mr. Weiner were awarded 57,326 and 45,861 shares of
restricted stock, respectively, as a component of their total compensation
package. The grant data fair value was the same in Fiscal 2009 and 2008. Dr.
Rabbani and Mr. Weiners long-term incentive compensation is less than
compensation provided to similarly situated executives of companies in the peer
group of the Company, since they each have substantial ownership of the
Company.

The
Compensation Committee has a policy not to approve annual equity awards to any
employees, including named executive officers, at a time when our Company is in
possession of material non-public information. We do not engage in timing of
restricted stock awards to named executive officers in coordination with the
release of material non-public information.

9

---



Summary
Compensation Table

The
following table sets forth summary information concerning compensation awarded
to, paid to or earned by each of our named Executive Officers for all services
rendered for each of the fiscal years ended July 31, 2009, 2008 and 2007:

|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|------------------------------------------------ |  | -------- |  | ---------- | ------- | ------------ | - | --------------------- |  | ------------------- | ------ | --------------------------------------------- |  | --------------------------------------------------------------------------------- |  | -------------------------------- |  | --------- | - | ------- |  | - | ---------
|Name and
 Principal Position                     |  | Year ($) |  | Salary ($) |         | Bonus (1)($) |   | Stock
 Awards
 (2)($) |  | Option
 Awards
 ($) |        | Non-Equity
 Incentive Plan
 Comepnsation
 ($) |  | Change in
 Pension Value
 and
 Nonqualified
 Deferred
 Compensation
 Earnings ($) |  | All Other
 Compensation
 (3) ($) |  | Total ($)
|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |          
|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|Elazar Rabbani, Ph.D (4)                         |  | 2009     |  | $          | 534,582 |              | $ | 465,000               |  | $                   | 72,000 |                                               |  |                                                                                   |  |                                  |  |           | $ | 115,123 |  | $ | 1,186,705
|Chairman of
 the Board of Directors,             |  | 2008     |  | $          | 510,817 |              | $ | 375,000               |  | $                   | 76,950 |                                               |  |                                                                                   |  |                                  |  |           | $ | 115,856 |  | $ | 1,078,623
|Chief
 Executive Officer and Secretary           |  | 2007     |  | $          | 485,006 |              | $ | 350,000               |  | $                   | 65,669 |                                               |  |                                                                                   |  |                                  |  |           | $ | 103,938 |  | $ | 1,004,613
|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|Barry W. Weiner (4)                              |  | 2009     |  | $          | 474,174 |              | $ | 340,000               |  | $                   | 53,100 |                                               |  |                                                                                   |  |                                  |  |           | $ | 113,446 |  | $ | 980,720  
|President,                                       |  | 2008     |  | $          | 453,094 |              | $ | 250,000               |  | $                   | 51,300 |                                               |  |                                                                                   |  |                                  |  |           | $ | 107,481 |  | $ | 861,875  
|Chief
 Financial Officer, Treasurer and Director |  | 2007     |  | $          | 434,932 |              | $ | 225,000               |  | $                   | 43,779 |                                               |  |                                                                                   |  |                                  |  |           | $ | 95,317  |  | $ | 799,028  
|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|Carl W. Balezentis, Ph.D                         |  | 2009     |  | $          | 240,769 |              | $ | 70,000                |  | $                   | 19,263 |                                               |  |                                                                                   |  |                                  |  |           | $ | 18,700  |  | $ | 348,732  
|President,                                       |  | 2008     |  | $          | 226,537 |              | $ | 65,000                |  | $                   | 11,914 |                                               |  |                                                                                   |  |                                  |  |           | $ | 13,790  |  | $ | 317,241  
|Enzo Life
 Sciences                              |  | 2007     |  | $          | 215,000 |              | $ | 40,000                |  | $                   | 19,088 |                                               |  |                                                                                   |  |                                  |  |           | $ | 20,134  |  | $ | 294,222  
|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|Kevin Krenitsky, MD (5)                          |  | 2009     |  | $          | 92,308  |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           | $ | 2,900   |  | $ | 95,208   
|President of
 Enzo Clinical Labs                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|                                                 |  |          |  |            |         |              |   |                       |  |                     |        |                                               |  |                                                                                   |  |                                  |  |           |   |         |  |   |          
|Andrew R. Crescenzo                              |  | 2009     |  | $          | 230,769 |              | $ | 55,000                |  | $                   | 18,660 |                                               |  |                                                                                   |  |                                  |  |           | $ | 18,700  |  | $ | 323,129  
|Senior Vice
 President of Finance                |  | 2008     |  | $          | 216,538 |              | $ | 50,000                |  | $                   | 19,040 |                                               |  |                                                                                   |  |                                  |  |           | $ | 14,125  |  | $ | 299,703  
|                                                 |  | 2007     |  | $          | 205,000 |              | $ | 35,000                |  | $                   | 31,160 |                                               |  |                                                                                   |  |                                  |  |           |   |         |  | $ | 271,160  
|                                                
|Shahram K. Rabbani (4) (6)                       |  | 2009     |  | $          | 295,291 |              |   |                       |  | $                   | 38,670 |                                               |  |                                                                                   |  |                                  |  |           | $ | 55,975  |  | $ | 389,936  
|Director, former Secretary, Treasurer and        |  | 2008     |  | $          | 453,094 |              | $ | 225,000               |  | $                   | 35,910 |                                               |  |                                                                                   |  |                                  |  |           | $ | 72,440  |  | $ | 786,444  
|President of Enzo Clinical Labs                  |  | 2007     |  | $          | 436,334 |              | $ | 200,000               |  | $                   | 30,645 |                                               |  |                                                                                   |  |                                  |  |           | $ | 69,590  |  | $ | 736,569  

|    |                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents the
 discretionary cash bonus awards paid or accrued in the respective fiscal year
 - see Compensation Discussion & Analysis.                                                                 
|    |                                                                                                                                                                                                          
|(2) | Represents value
 of vested restricted stock awards.                                                                                                                                                     
|    |                                                                                                                                                                                                          
|(3) | See the All Other
 Compensation Table for additional information.                                                                                                                                        
|    |                                                                                                                                                                                                          
|(4) | Effective November 25, 2009, the Board of Directors removed Shahram K. Rabbani  as Secretary and Treasurer of the Company and appointed
Dr. Elazar Rabbani as Secretary and Barry W. Weiner as Treasurer.
|    |                                                                                                                                                                                                          
|(5) | Employment
 commenced on March 2, 2009.                                                                                                                                                                  
|    |                                                                                                                                                                                                          
|(6) | Employment
 terminated on March 9, 2009.                                                                                                                                                                 

Grants of Equity Awards in
Fiscal 2009

During
the fiscal year ended July 31, 2009, the Compensation Committee approved the
following equity awards to our named executive officers:

|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |   |        
|---------------------------------- |  | ---------------------- |  | --------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------- |  | ------------------------------------------ |  | ------------------------------------------------------- |  | -------------------------------------------------------- |  | -------------------------------------------------------------------- |  | ---------------------------------------------------- |  |  |  | - | -------
|                                   |  |                        |  | Estimated
            Future Payouts
      Under Non-Equity Incentive Plan Awards |  | Estimated
            Future Payouts Under
      Equity Incentive Plan Awards |  | All
            Other stock
      Awards: |  | All
            Other Option
      Awards: |  | Exercise
            orBase Price ofOption Awards($/Sh) |  | Grant
            DateFair Valueof Stockand OptionAwards
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                          
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  | 
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  | Number
            of
      Shares of
      Stock or
      Units (#) |  | Number
            ofSecuritiesUnderlyingOptions (#) |  | 
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                     
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                     
|Name                               |  | Grant
            Date |  | Threshold
            ($)                                                         |  | Target
            ($)                                                        |  | Maximum
            ($)                   |  | Threshold
            (#)                  |  | Target
            (#)                                  |  | Maximum
            (#)                                  |  |                                                                      |  |                                                     
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |  
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |  
|Dr.
          Elazar Rabbani, Ph.D |  | 3/4/2009               |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  | 57,326                                                               |  |                                                      |  |  |  | $ | 189,750
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |   |        
|Barry W. Weiner                    |  | 3/4/2009               |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  | 45,861                                                               |  |                                                      |  |  |  | $ | 151,800
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |   |        
|Carl
          W. Balezentis, Ph.D |  | 1/22/2009              |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  | 10,000                                                               |  |                                                      |  |  |  | $ | 44,100 
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |   |        
|Kevin Krenitsky,
          MD. (1) |  | 3/2/2009               |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  | 5,000                                                                |  |                                                      |  |  |  | $ | 17,100 
|                                   |  |                        |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  |                                                                      |  |                                                      |  |  |  |   |        
|Andrew
          R. Crescenzo, CPA |  | 1/22/2009              |  |                                                                                   |  |                                                                               |  |                                           |  |                                            |  |                                                         |  |                                                          |  | 9,000                                                                |  |                                                      |  |  |  | $ | 39,690 

|    |                                                 
|--- | ------------------------------------------------
|(1) | Granted in connection with employment agreement.

10

---



Outstanding Equity Awards at
Fiscal Year End  July 31, 2009

The
following table sets forth summary information regarding the outstanding equity
awards to our Named Executive Officers at July 31, 2009.

|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|------------------------ |  | ----------------------------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ----------------------------- |  | -------------------------- | - | ------------------------------------------------------------------- |  | --------------------------------------------------------------------- | --------- | ----------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- |  |  |  |  |  |  | 
|Name                     |  | Number of 
 Securities 
 Underlying 
 Unexercised 
 Option (#) 
 Exerciseable |         | Number of 
 Securities 
 Underlying 
 Unexercised 
 Option (#) 
 Unexerciseable |  | Equity 
 Incentive Plan 
 Awards: 
 Number of 
 Securities 
 Underlying 
 Unexercised 
 Unearned 
 Options (#) |  | Option 
 Exercise Price 
 ($) |  | Option 
 Expiration 
 Date |   | Number of 
 Shares or Units 
 of Stock That 
 Have Not 
 Vested (#) |  | Market Value 
 of Shares or 
 Units of Stock 
 That Have Not 
 Vested |           | Equity 
 Incentive Plan 
 Awards: 
 Number of 
 Unearned 
 Shares, Units 
 or Other Rights 
 That Have Not 
 Vested (#) |  | Equity 
 Incentive Plan 
 Awards: 
 Market or 
 Payout Value 
 of Unearned 
 Shares, Units 
 or Other Rights 
 That Have Not 
 Vested ($) | 
|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           | 
|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|Dr. Elazar Rabbani, Ph.D |  |                                                                               | 86,822  |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 12.05                                                               |  |                                                                       | 3/22/2011 |                                                                                                                         |  | 64,826                                                                                                                                    |  | $ | 330,613 |  |  |  |  |  |  | 
|                         |  |                                                                               | 110,250 |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 12.24                                                               |  |                                                                       | 1/25/2013 |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|                         |  |                                                                               | 78,750  |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 17.45                                                               |  |                                                                       | 3/8/2014  |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|                         |  |                                                                               | 50,000  |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 17.66                                                               |  |                                                                       | 1/21/2015 |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|Barry W.Weiner           |  |                                                                               | 86,822  |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 12.05                                                               |  |                                                                       | 3/22/2011 |                                                                                                                         |  | 51,861                                                                                                                                    |  | $ | 264,491 |  |  |  |  |  |  | 
|                         |  |                                                                               | 110,250 |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 12.24                                                               |  |                                                                       | 1/25/2013 |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|                         |  |                                                                               | 78,750  |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 17.45                                                               |  |                                                                       | 3/8/2014  |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|                         |  |                                                                               | 50,000  |                                                                                 |  |                                                                                                                |  |                               |  |                            | $ | 17.66                                                               |  |                                                                       | 1/21/2015 |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|Carl W.Balezentis, Ph.D. |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  | 16,250                                                                                                                                    |  | $ | 82,875  |  |  |  |  |  |  | 
|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|Kevin Krenitsky, MD.     |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  | 5,000                                                                                                                                     |  | $ | 25,500  |  |  |  |  |  |  | 
|                         |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  |                                                                                                                                           |  |   |         |  |  |  |  |  |  | 
|Andrew R. Crescenzo,CPA  |  |                                                                               |         |                                                                                 |  |                                                                                                                |  |                               |  |                            |   |                                                                     |  |                                                                       |           |                                                                                                                         |  | 13,000                                                                                                                                    |  | $ | 66,301  |  |  |  |  |  |  | 

11

---



Options Exercised and Stock
Vested

The
following table sets forth the options exercised and restricted stock vested
during the fiscal year ended July 31, 2009.

|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|------------------------- |  | ------------------------------------------- | ------ | -------------------------------- | - | ---------------------------------------- |  | --------------------------- | ------ |  | - | ------ | 
|                          |  | Option Awards                               |        | Stock Awards                     |  
|Name                      |  | Number of 
 Shares 
 Acquired On 
 Exercise |        | Value Realized 
 On Exercise (1) |   | Number Of 
 Shares Acquired 
 On Vesting |  | Value Realized 
 On Vesting |       
|                          |  |                                             |        |                                  |   |                                          |  |                             |       
|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|Dr. Elazar
 Rabbani. Ph.D |  |                                             | 60,755 |                                  | $ | 352,987                                  |  |                             | 15,000 |  | $ | 72,000 | 
|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|Barry W. Weiner           |  |                                             | 60,755 |                                  | $ | 352,987                                  |  |                             | 11,000 |  | $ | 53,100 | 
|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|Carl W.
 Balezentis, Ph.D |  |                                             |        |                                  |   |                                          |  |                             | 3,750  |  | $ | 19,263 | 
|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|Kevin Krenitsky,
 MD. (2) |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|Andrew R.
 Crescenzo, CPA |  |                                             |        |                                  |   |                                          |  |                             | 4,000  |  | $ | 18,660 | 
|                          |  |                                             |        |                                  |   |                                          |  |                             |        |  |   |        | 
|Shahram K. Rabbani
 (3)   |  |                                             | 60,755 |                                  | $ | 352,987                                  |  |                             |        |  |   |        | 

(1)     Represents the difference
between the closing stock price and the exercise price multiplied by the number
of shares exercised

(2)     Employment
commenced March 2, 2009

(3)     Employment
terminated March 9, 2009

Employment Agreements

Each
of Mr. Barry Weiner and Dr. Elazar Rabbani (the Executives) are parties to
employment agreements with the Company, effective May 4, 1994, as amended as of
July 13, 2000 (the Employment Agreements). Each Executive also receives an
annual bonus, the amount of which shall be determined by the Board of Directors
in its discretion. Each Employment Agreement provides that, in the event of
termination of employment by the Executive for good reason, or a termination
of employment by the Company without cause, change in control or non renewal,
as such terms are defined in the Employment Agreement, each Executive shall be
entitled to receive: (a) a lump sum in an amount equal to three years of the
Executives base annual salary; (b) a lump sum in an amount equal to the annual
bonus paid by the Company to the Executive for the last fiscal year of the
Company ending prior to the date of termination multiplied by three; (c)
insurance coverage for the Executive and his dependents, at the same level and
at the same charges to the Executive as immediately prior to his termination,
for a period of three (3) years following his termination from the Company; (d)
all accrued obligations, as defined therein; and (e) with respect to each
incentive pay plan (other than stock option or other equity plans) of the
Company in which the Executive participated at the time of termination, an
amount equal to the amount the Executive would have earned if he had continued
employment for three additional years. If the Executive is terminated by reason
of his disability, he shall be entitled to receive, for three years after such
termination, his base annual salary less any amounts received under a long term
disability plan. If the Executives employment with the Company is terminated
by reason of his death, his legal representatives shall receive the balance of
any remuneration due him under the terms of his Employment Agreement. The
Employment Agreements currently expire on May 4, 2010, but will automatically renew
for successive two year periods unless notice is given to the Company within
180 days of the end of such successive term.

12

---



Mr.
Shahram K. Rabbani was also party to an employment agreement with the Company,
effective May 4, 1994, as amended July 13, 2000, which was terminated on March
9, 2009 in connection with the termination of Mr. Rabbanis employment with the
Company (the Terminated Employment Agreement). The Terminated Employment
Agreement contained provisions identical to those described immediately above.

On
April 16, 2006 and May 1, 2006, Mr. Crescenzo and Dr. Balezentis, respectively,
entered into one year employment agreements in connection with their initial
employment. These agreements have since expired and were not renewed by the
Company, but the executives have continued their employment with the Company
at will. Currently, both Mr. Crescenzo and Dr. Balezentis are parties to
certain severance arrangements and change in control provisions with the
Company which are deemed customary practice for their respective positions, as
more fully discussed below.

On
March 2, 2009 Dr. Krenitsky entered into an employment agreement with the
Company. The agreement has an initial term of one year and provides for a
severance arrangement of three months, if terminated without cause, and a
change in control provision with the Company which is deemed customary practice
for his position, as more fully discussed below. The severance arrangement and
the change in control provisions survive the expiration of the term of the
employment agreement.

Benefits and All Other Compensation

We
maintain broad-based benefits that are provided to all employees, including
health and dental insurance, group life insurance and a 401(K) plan. Named
executive officers are eligible to participate in our employee benefit plans.
The annual Company 401(k) match for our named executive officers is up to 10,250
    or limited to 50% of the maximum contribution by the named executive.

Certain
of our named executive officers may be entitled to benefits that are not
otherwise available to all of our employees, including additional life
insurance and medical and disability benefits. We do not provide pension
arrangements, post-retirement health coverage to our named executive officers
or our employees. Our health and insurance plans are substantially the same among
all management level and sales personnel at the Company, except for additional
benefits provided to the Founders. On July 31, 2008, the Company terminated the
Split Dollar life insurance arrangements with the three founders and their
related trusts. In connection with the terminations of the Split Dollar life
insurance arrangements, the executives will be provided the annual benefit
attributed to the life insurance in their future total compensation
arrangement.

In
particular circumstances, we may provide relocation allowances when executives
first join us. The purpose of this program is to attract talented executives
outside our geographic area. Certain named executives are provided use of a
Company owned vehicle for business and personal use or provided a car
allowance.

13

---



All Other Compensation in
Fiscal 2009, 2008 and 2007

The
following table contains information regarding each component of All Other
Compensation in the Summary Compensation Table of our Named Executives for
fiscal years ended July 31, 2009, 2008 and 2007.

|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|------------------------ |  | ---- | ---- | --------------- | - | ------------------------- |  | --------------------------------------------- | ------ | ------------------------------- | - | ------------------- |  | ----------------------------------- | ------ |  | - | ------ |  | - | ------- | 
|Name                     |  | Year |      | 401(K)
 ($) (1) |   | Life 
 Insurance
 ($) (2) |  | Medical and 
 Disability 
 Insurance
 ($) (3) |        | Personal 
 Use of Auto
 ($) (4) |   | Relocation
 ($) (5) |  | Total All Other 
 Compensation
 ($) |       
|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |       
|Dr. Elazar Rabbani, Ph.D |  |      | 2009 |                 | $ | 10,250                    |  | $                                             | 41,705 |                                 | $ | 54,368              |  | $                                   | 8,800  |  |   |        |  | $ | 115,123 | 
|                         |  |      | 2008 |                 | $ | 10,250                    |  | $                                             | 47,806 |                                 | $ | 44,000              |  | $                                   | 13,800 |  |   |        |  | $ | 115,856 | 
|                         |  |      | 2007 |                 | $ | 10,000                    |  | $                                             | 47,030 |                                 | $ | 33,200              |  | $                                   | 13,708 |  |   |        |  | $ | 103,938 | 
|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|Barry W.Weiner           |  |      | 2009 |                 | $ | 10,250                    |  | $                                             | 35,178 |                                 | $ | 53,668              |  | $                                   | 14,350 |  |   |        |  | $ | 113,446 | 
|                         |  |      | 2008 |                 | $ | 10,250                    |  | $                                             | 39,131 |                                 | $ | 43,300              |  | $                                   | 14,800 |  |   |        |  | $ | 107,481 | 
|                         |  |      | 2007 |                 | $ | 10,000                    |  | $                                             | 38,017 |                                 | $ | 32,500              |  | $                                   | 14,800 |  |   |        |  | $ | 95,317  | 
|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|Carl W. Balezentis, Ph.D |  |      | 2009 |                 | $ | 10,250                    |  |                                               |        |                                 |   |                     |  | $                                   | 8,450  |  |   |        |  | $ | 18,700  | 
|                         |  |      | 2008 |                 | $ | 9,890                     |  |                                               |        |                                 |   |                     |  | $                                   | 3,900  |  |   |        |  | $ | 13,790  | 
|                         |  |      | 2007 |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  | $ | 20,134 |  | $ | 20,134  | 
|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|Kevin Krenitsky, MD. (6) |  |      | 2009 |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  | $ | 2,900  |  | $ | 2,900   | 
|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|Andrew R. Crescenzo, CPA |  |      | 2009 |                 | $ | 10,250                    |  |                                               |        |                                 |   |                     |  | $                                   | 8,450  |  |   |        |  | $ | 18,700  | 
|                         |  |      | 2008 |                 | $ | 10,225                    |  |                                               |        |                                 |   |                     |  | $                                   | 3,900  |  |   |        |  | $ | 14,125  | 
|                         |  |      | 2007 |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|                         |  |      |      |                 |   |                           |  |                                               |        |                                 |   |                     |  |                                     |        |  |   |        |  |   |         | 
|Shahram K. Rabbani (7)   |  |      | 2009 |                 | $ | 10,250                    |  | $                                             | 7,000  |                                 | $ | 19,392              |  | $                                   | 19,333 |  |   |        |  | $ | 55,975  | 
|                         |  |      | 2008 |                 | $ | 10,250                    |  | $                                             | 14,100 |                                 | $ | 42,000              |  | $                                   | 6,090  |  |   |        |  | $ | 72,440  | 
|                         |  |      | 2007 |                 | $ | 10,000                    |  | $                                             | 14,100 |                                 | $ | 31,200              |  | $                                   | 14,290 |  |   |        |  | $ | 69,590  | 

|    |                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents
 our Company match under our 401(K) plan.                                                                                                  
|    |                                                                                                                                                       
|(2) | Represents
 premiums of term policies of which the Named Executive or other party is the
 beneficiary.                                                
|    |                                                                                                                                                       
|(3) | Represents incremental medical and disability
         benefit costs, 2008 and 2007 amounts adjusted to reflect incremental
         medical benefits.
|    |                                                                                                                                                       
|(4) | Represents
 the personal use of company provided auto or provided car allowance.                                                                      
|    |                                                                                                                                                       
|(5) | Represents
 relocation costs paid connection with employment agreements.                                                                              
|    |                                                                                                                                                       
|(6) | Employment
 commenced on March 2, 2009.                                                                                                               
|    |                                                                                                                                                       
|(7) | Employment
 terminated on March 9, 2009.                                                                                                              

Severance and Change-of-Control Benefits

Pursuant
to Employment Agreements entered into with. Drs. Rabbani, Balezentis and
Krenitsky and Messrs. Weiner and Crescenzo, these executives are entitled to
specified benefits in the event of the termination of their employment under
specified circumstances, including termination following a change of ownership
or control of our Company. We have provided more information about these
benefits, along with estimates of their value under various circumstances
within the below table.

14

---



Based
on market trends, we believe these benefits help us compete for executive
talent. We believe our severance and change of control benefits are in line
with severance packages offered to executives by the companies identified in
our peer group.

Our
practice in the case of change of control benefits has been structured to
trigger only in the event of a termination of the executive without cause or by
the executive for good reason during a specified period before or after the
change of control. A change of control in of itself would not trigger most
severance benefits.

Potential
Payments Upon Termination or Change of Control

The
following table contains information regarding each component of Potential
Payments Upon Termination or Change in Control Compensation Table of our Named
Executives as of July 31, 2009.

|                                                           |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|---------------------------------------------------------- |  | ------------------------- | ------- | ------------------- | - | -------------------------- |  | ------------ | ------- | ----- | - | --------- |  | - | --------- | 
|Name and Principal
 Position                               |  | Acceleration of 
 Vesting |         | Severance Pay 
 (1) |   | Continuation of 
 Benefits |  | Tax Gross-Up |         | Total |  
|                                                           |  |                           |         |                     |   |                            |  |              |         |       |  
|Dr. Elazar
 Rabbani, Ph.D                                  |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Termination without cause or
 by Executive for Good Reason |  | $                         | 315,313 |                     | $ | 2,763,575                  |  | $            | 589,830 |       |   |           |  | $ | 3,668,718 | 
|Change in control transaction
 without termination         |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Change in control transaction
 with termination            |  | $                         | 315,313 |                     | $ | 2,763,575                  |  | $            | 589,830 |       | $ | 1,503,451 |  | $ | 5,172,169 | 
|                                                           |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Barry W.
 Weiner                                           |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Termination without cause or
 by Executive for Good Reason |  | $                         | 264,491 |                     | $ | 2,203,417                  |  | $            | 574,830 |       |   |           |  | $ | 3,042,738 | 
|Change in control transaction
 without termination         |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Change in control transaction
 with termination            |  | $                         | 264,491 |                     | $ | 2,203,417                  |  | $            | 574,830 |       | $ | 1,221,649 |  | $ | 4,264,387 | 
|                                                           |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Carl W.
 Balezentis, Ph.D                                  |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Termination without cause or
 by Executive for Good Reason |  |                           |         |                     | $ | 122,500                    |  |              |         |       |   |           |  | $ | 122,500   | 
|Change in control transaction
 without termination         |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Change in control transaction
 with termination            |  | $                         | 82,875  |                     | $ | 122,500                    |  |              |         |       |   |           |  | $ | 205,375   | 
|                                                           |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Kevin
 Krenitsky, MD.                                      |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Termination without cause or
 by Executive for Good Reason |  |                           |         |                     | $ | 60,000                     |  | $            |         |       |   |           |  | $ | 60,000    | 
|Change in control transaction
 without termination         |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Change in control transaction
 with termination            |  | $                         | 25,500  |                     | $ | 60,000                     |  | $            |         |       |   |           |  | $ | 85,500    | 
|                                                           |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Andrew R.
 Crescenzo, CPA                                  |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Termination without cause or
 by Executive for Good Reason |  | $                         |         |                     | $ | 78,333                     |  | $            |         |       |   |           |  | $ | 78,333    | 
|Change in control transaction
 without termination         |  |                           |         |                     |   |                            |  |              |         |       |   |           |  |   |           | 
|Change in control transaction
 with termination            |  | $                         | 66,300  |                     | $ | 78,333                     |  | $            |         |       |   |           |  | $ | 144,633   | 

(1)     The amount
listed in this column do not include accrued amounts such as accured salary or
vacation

Tax and Accounting Considerations

The federal tax laws impose requirements in
order for compensation payable to the CEO and certain executive officers to be
fully deductible. The Company believes it has taken appropriate actions to
maximize its income tax deduction. IRC Section 162(m) generally precludes a public
corporation from taking a deduction for compensation in excess of $1,000,000
for its CEO or any of its three other highest-paid executive officers (other
than the CEO or Chief Financial Officer), unless certain specific and detailed
criteria are satisfied.

Annually, the Company reviews all
compensation programs and payments to determine the tax impact on the Company
as well as on the executive officers. In addition, the Company reviews the
impact of its programs against other considerations, such as accounting impact,
stockholder alignment, market competitiveness, effectiveness and perceived
value to employees. Because many different factors influence a well-rounded,
comprehensive executive compensation program, some compensation may not be
deductible under IRC Section 162(m). The Company will continue to monitor
developments and assess alternatives for preserving the deductibility of
compensation payments and benefits to the extent reasonably practicable,
consistent with its compensation policies and as determined to be in the best
interests of the Company and its stockholders.

Compensation Committee Interlocks and Insider
Participation

The
    current members of the Compensation Committee are Messrs. Gerson and Lazar
    and Dr. Kasten. No member of the Compensation Committee has a relationship
    that would constitute an interlocking relationship with the Companys
    executive officers or other directors.

Compensation Committee Report

The Compensation Committee has reviewed and
discussed the Compensation Discussion and Analysis in this proxy report with
management. Based on its review and discussion with management, the
Compensation Committee recommended to our Board of Directors that the
Compensation Discussion and Analysis be included in this Annual Report on Form
10-K/A for the fiscal year ended July 31, 2009.

Submitted by members of the Compensation
Committee:

Irwin W. Gerson, Chairman
Dr. Bernard L. Kasten
Melvin F. Lazar, CPA

15

---



|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
 Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial
Owners and Management

Set
forth below is information concerning stock ownership of all persons known by
the Company to own beneficially 5% or more of the shares of Common Stock of the
Company, the executive officers named under Compensation of Directors and
Executive Officers, all current directors, and all current directors and
executive officers of the Company as a group based upon the number of
outstanding shares of Common Stock as of the close of business on the Record
Date. Except as otherwise indicated, each of the persons named has sole voting
and investment power with respect to the shares shown.

|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|-------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- |  | --------------------- |  |  | ----- | - | 
|Name and
 Address of
 Beneficial Owner                                                             |  | Amount and Nature of
 Beneficial Ownership (1) |  | Percent
 of Class (2) | 
|                                                                                                   |  |                                                |  |                       | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Elazar
 Rabbani, Ph.D.                                                                             |  | 2,109,143                                      |  | (3)                   |  |  | 5.5   | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Barry W.
 Weiner                                                                                   |  | 1,316,167                                      |  | (4)                   |  |  | 3.4   | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Shahram K.
 Rabbani                                                                                |  | 1,458,222                                      |  | (5)                   |  |  | 3.8   | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Carl W.
 Balezentis, Ph.D.                                                                         |  | 14,588                                         |  | (6)                   |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Dr. Kevin
 Krenitsky                                                                               |  | 6,600                                          |  |                       |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Andrew R.
 Crescenzo, CPA                                                                          |  | 16,110                                         |  | (7)                   |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Irwin C.
 Gerson                                                                                   |  | 93,344                                         |  | (8)                   |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Melvin F.
 Lazar, CPA                                                                              |  | 112,047                                        |  | (9)                   |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Stephen B.H.
 Kent, Ph.D.                                                                          |  | 30,154                                         |  | (10)                  |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Bernard L.
 Kasten, MD.                                                                            |  | 26,654                                         |  | (11)                  |  |  |       | * | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Clearbridge
 Advisors, LLC and Smith Barney Fund Management LLC                                    |  | 4,516,010                                      |  | (12)                  |  |  | 11.89 | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|J. Morton
 Davis                                                                                   |  | 2,942,240                                      |  | (13)                  |  |  | 7.75  | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|Barclays
 Global Investors, NA., Barclays Global Fund Advisors and Barclays Global Investors, Ltd. |  | 2,264,029                                      |  | (14)                  |  |  | 5.96  | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|All
 directors and executive officers as a group (15 persons) (15)                                 |  | 5,504,067                                      |  | (16)                  |  |  | 14.15 | % | 
|                                                                                                   |  |                                                |  |                       |  |  |       |   | 
|* Represents
 beneficial ownership of less than 1%.                                                |  |                                                |  |                       |  |  |       |   | 

16

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)  | Except as
 otherwise noted, all shares of Common Stock are beneficially owned and the
 sole investment and voting power is held by the persons named, and such
 persons address is c/o Enzo Biochem, Inc., 527 Madison Avenue, New York, New
 York 10022.                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2)  | Based upon
 37,978,000 shares of Common Stock of the Company outstanding as of the close
 of business on the Record Date. Common Stock not outstanding but deemed
 beneficially owned by virtue of the right of an individual to acquire shares
 within 60 days from the date is treated as outstanding only when determining
 the amount and percentage of Common Stock owned by such individual.                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)  | Includes (i)
 325,842 shares of Common Stock issuable upon the exercise of options which
 are exercisable within 60 days from the date hereof, (ii) 3,469 shares of
 Common Stock held in the name of Dr. Rabbani as custodian for certain of his
 children, (iii) 2,168 shares of Common Stock held in the name of Dr.
 Rabbanis wife as custodian for certain of their children, (iv) an aggregate
 of 5,100 shares of Common Stock held in the name of Dr. Rabbanis children
 and (v) 7,500 shares of restricted Common Stock that vest within 60 days from
 the date hereof. Includes 8,031 shares of Common Stock held in the Companys
 401(k) plan.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)  | Includes (i)
 325,842 shares of Common Stock issuable upon the exercise of options which
 are exercisable within 60 days from the date hereof, (ii) 3,642 shares of
 Common Stock that Mr. Weiner holds as custodian for certain of his children
 and (iii) 6,000 shares of restricted Common Stock that vest within 60 days
 from the date hereof. Includes 8,038 shares of Common Stock held in the
 Companys 401(k) plan.                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)  | Includes (i)
 1,354 shares of Common Stock held in the name of Mr. Rabbanis son, (ii)
 1,671 shares of Common Stock that Mr. Rabbani holds as custodian for certain
 of his nephews and (iv) 4,500 shares of restricted Common Stock that vest
 within 60 days from the date hereof. Includes 7,995 shares of Common Stock
 held in an Individual Retirement Account.                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6)  | Includes (i)
 3,085 shares of Common Stock held in the Companys 401(k) plan and (ii) 5,833
 shares of restricted Common Stock vesting 60 days from the hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(7)  | Includes (i)
 3,110 shares of Common Stock held in the Companys 401(k) plan and (ii) 5,000
 shares of restricted Common Stock vesting 60 days from the hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(8)  | Includes (i)
 54,690 shares of Common Stock issuable upon the exercise of options which are
 exercisable within 60 days from the date hereof and (ii) 20,490 shares of
 restricted Common Stock vesting 60 days from the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(9)  | Includes (i)
 28,644 shares of Common Stock issuable upon the exercise of options which are
 exercisable within 60 days from the date hereof, (ii) 26,249 shares of Common
 Stock owned by Mr. Lazars wife, (iii) 20,490 shares of restricted Common
 Stock vesting 60 days from the date hereof and (iv) 10,500 shares in an
 Individual Retirement Account.                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(10) | Includes
 20,490 shares of restricted Common Stock vesting 60 days from the date
 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(11) | Includes
 20,490 shares of restricted Common Stock vesting 60 days from the date
 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

17

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | The address
 of each entity in the group is 620 8th Ave, New York, New York
 10022. This information is based solely on a Schedule 13G filed on February
 19, 2009.                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(13) | Mr. Davis
 address is D.H. Blair Investment Banking Corp., 44 Wall Street, New York, New
 York 10005. Includes (i) 33,425 shares owned directly by Mr. Davis, (ii)
 1,024,345 shares owned directly by Blair Investment, (iii) 691,396 shares
 owned by Engex, Inc., (iv) 12,733 shares owned by an investment advisor whose
 principal is Mr. Davis and (v) 1,180,341 shares owned by Rosalind Davidowitz,
 Mr. Davis wife. This information is based solely on a Schedule 13G filed on
 February 10, 2009.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(14) | The address
 of Barclays Global Investors, NA. and Barclays Global Fund Advisors is 400
 Howard Street, San Francisco, California 94105; the address of Barclays
 Global Investors, Ltd is Murray House, 1 Royal Mint Court, London EC3N 4HH.
 This information is based solely on a Schedule 13G filed on February 5, 2009.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(15) | The total
 number of directors and executive officers includes five (5) executive
 officers or key employees who were not named under Security Ownership of
 Certain Beneficial Owners and Management.                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(16) | Includes
 822,422 shares of Common Stock issuable upon the exercise of options which
 are exercisable within 60 days from the date hereof and 117,293 shares of
 vesting of restricted stock and non-voting restricted stock units within 60
 days from the date hereof.                                                                                                                                                                                                                                      

Securities Authorized For Issuance Under
Equity Compensation

The
following table sets forth information regarding our existing equity
compensation plans as of July 31, 2009:

|                                                            |  |                                                                                                      |  |                                                                                      |   |       |                                                                                                                                                                |  |         | 
|----------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ | - | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | 
|Plan
 Category                                              |  | Number of
 Securities to be
 Issued Upon Exercise
 of Outstanding Options,
 Warrants and Rights
 (a) |  | Weighted Average
 Exercise Price of
 Outstanding Options,
 Warrants and Rights 
 (b) |   |       | Number of Securities
 Remaining Available 
 for Future Issuance
 Under Equity
 Compensation
 Plans (Excluding Securities
 Reflected in Column 
 (a)) 
 (c) (3) | 
|                                                            |  |                                                                                                      |  |                                                                                      |   |       |                                                                                                                                                                | 
|Equity
 compensation plans approved by security holders (1) |  | 1,191,519 (1)                                                                                        |  |                                                                                      | $ | 14.41 |                                                                                                                                                                |  |         | 
|Equity
 compensation plans approved by security holders (2) |  | 377,400 (2)                                                                                          |  |                                                                                      | $ | 6.05  |                                                                                                                                                                |  | 401,000 | 
|Equity
 compensation plans not approved by security holders |  |                                                                                                     |  |                                                                                      |   |      |                                                                                                                                                                |  |         | 
|                                                            |  |                                                                                                      |  |                                                                                      |   |       |                                                                                                                                                                |  |         | 
|Total                                                       |  | 2,841,519                                                                                            |  |                                                                                      |   |       |                                                                                                                                                                |  | 401,000 | 
|                                                            |  |                                                                                                      |  |                                                                                      |   |       |                                                                                                                                                                |  |         | 

|    |                                                                                  
|--- | ---------------------------------------------------------------------------------
|(1) | Shares to be
 issued upon exercise of options under the 1994, 1999 and 2005 plans
|    |                                                                                  
|(2) | Unvested restricted shares
 and restricted stock units under the 2005 plan       
|    |                                                                                  
|(3) | Shares available for grant under the 2005 plan.                                  

18

---



|         |                                                                          
|-------- | -------------------------------------------------------------------------
|Item 13. | Certain Relationships and Related
 Transactions and Director Independence

Certain Relationships and Related
Transactions

Enzo
Clinical Labs, Inc. (Enzo Lab), a subsidiary of the Company, leases a
facility located in Farmingdale, New York from Pari Management Corporation
(Pari). Pari is owned equally by Elazar Rabbani, Ph.D., Shahram Rabbani and
Barry Weiner and his wife, who are the officers and directors of Pari. The
lease originally commenced on December 20, 1989, but was amended and extended
in March 2005 and now terminates on March 31, 2017. During fiscal year ended
July 31, 2009, Enzo Lab paid approximately $1,424,000 (including approximately
$150,000 in real estate taxes) to Pari with respect to such facility and future
payments are subject to cost of living adjustments.

In
accordance with the terms of Article 9 of the Companys Articles of
Incorporation, the non-interested members of the Board of Directors has
reviewed the terms of this transaction and believes that the transaction is
fair and reasonable to the Company, which has guaranteed Enzo Labs obligations
to Pari under the lease, and that the existing lease terms are as favorable to
the Company as terms that would be available from an unaffiliated party.
Accordingly, the Board of Directors has approved this transaction.

Director Independence

Messrs.
Irwin C. Gerson and Melvin F. Lazar and Drs. Bernard L. Kasten and Stephen Kent
qualify as independent directors under the criteria established by the New
York Stock Exchange (NYSE).

|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accountant Fees and Services

The
following table sets forth the aggregate fees billed by Ernst & Young LLP
for the years ended July 31, 2009 and 2008 for audit and non-audit services and
are categorized as Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees,
which have all been pre-approved by the Audit Committee. The nature of the
services provided in each such category is described following the table:

|                    |  |      |           |      |   |           | 
|------------------- |  | ---- | --------- | ---- | - | --------- | 
|                    |  | 2009 |           | 2008 |  
|                    |  |      |           |      |  
|Audit Fees          |  | $    | 1,272,000 |      | $ | 919,000   | 
|Audit-Related
 Fees |  |      | 88,000    |      |   | 120,000   | 
|Tax Fees            |  |      | 104,000   |      |   | 10,000    | 
|All Other
 Fees     |  |      | 0         |      |   | 0         | 
|                    |  |      |           |      |   |           | 
|Total Fees          |  | $    | 1,464,000 |      | $ | 1,049,000 | 

Audit Fees Consists of fees for
professional services necessary to perform an audit or review in accordance
with the Public Company Accounting Oversight Board, including services rendered
for the audit of our annual financial statements (including services incurred
with rendering an opinion under Section 404 of the Sarbanes-Oxley Act of 2002)
and quarterly reviews of the Companys interim financial statements. Audit fees
also include fees for services performed by Ernst & Young LLP that are
closely related to the audit and in many cases could only be provided by the
Companys independent registered public accountants. Such services include the
issuance of consents related to the Companys registration statements and
capital raising activities, assistance with and review of other documents filed
with the Commission and accounting advice on completed transactions.

Audit-Related
Fees Audit-related fees in fiscal 2009 and 2008
related to Merger & Acquisition due diligence performed in connection with
acquisitions in both fiscal years.

Tax
Fees During fiscal 2009 and 2008, Ernst & Young
LLP performed certain tax compliance services.

All
Other Fees There were no professional services
rendered by Ernst & Young LLP that would be classified as other fees during
the years ended
          July 31, 2009 and 2008.

19

---



Pre-Approval Policies and Procedures

The
Audit Committee has adopted a policy that requires advance approval of all
audit, audit-related, tax services, and other services performed by the
independent auditor. The policy provides for pre-approval by the Audit
Committee of specifically defined audit and non-audit services. Unless the
specific service has been previously pre-approved with respect to that year,
the Audit Committee must approve the permitted service before the independent
auditor is engaged to perform it. The Audit Committee has delegated to the
Chair of the Audit Committee authority to approve permitted services provided
that the Chair reports any decisions to the Audit Committee at its next
scheduled meeting.

|         |                                           
|-------- | ------------------------------------------
|Item 15. | Exhibits and Financial Statement Schedules

|            |  |                                                                                                                                                            
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                
|            |  |                                                                                                                                                            
|            |  |                                                                                                                                                            
|3(a)        |  | Certificate
 of Incorporation, as amended March 17, 1980. (1)                                                                                              
|            |  |                                                                                                                                                            
|3(b)        |  | June 16,
 1981 Certificate of Amendment of the Certificate of Incorporation. (2)                                                                           
|            |  |                                                                                                                                                            
|3(c)        |  | Certificate
 of Amendment to the Certificate of Incorporation. (3)                                                                                         
|            |  |                                                                                                                                                            
|3(d)        |  | Amended and
 restated Bylaws. (14)                                                                                                                         
|            |  |                                                                                                                                                            
|10 (c)      |  | Employment
 Agreements with Elazar Rabbani. (5)                                                                                                            
|            |  |                                                                                                                                                            
|10(d)       |  | Employment
 Agreement with Shahram Rabbani. (5)                                                                                                            
|            |  |                                                                                                                                                            
|10(e)       |  | Employment
 Agreement with Barry Weiner. (5)                                                                                                               
|            |  |                                                                                                                                                            
|10(f)       |  | 1994 Stock
 Option Plan. (6)                                                                                                                               
|            |  |                                                                                                                                                            
|10(g)       |  | 1999 Stock
 Option Plan. (7)                                                                                                                               
|            |  |                                                                                                                                                            
|10 (h)      |  | Amendment to
 Elazar Rabbanis employment agreement. (8)                                                                                                   
|            |  |                                                                                                                                                            
|10 (i)      |  | Amendment to
 Shahram Rabbanis employment agreement. (8)                                                                                                  
|            |  |                                                                                                                                                            
|10 (j)      |  | Amendment to
 Barry Weiners employment agreement. (8)                                                                                                     
|            |  |                                                                                                                                                            
|10 (k)      |  | 2005 Equity
 Compensation Incentive Plan (10)                                                                                                              
|            |  |                                                                                                                                                            
|10 (l)      |  | Lease
 agreement with Pari Management (11)                                                                                                                 
|            |  |                                                                                                                                                            
|10 (m)      |  | Settlement
 and Release Agreement between the Company and Sigma Aldrich (12)                                                                               
|            |  |                                                                                                                                                            
|10 (n)      |  | Stock
 Purchase Agreement By and Among Enzo Life Sciences, Inc., Axxora Life
 Sciences Inc., and the Stock holders, Option holders and Warrant holders (13)
|            |  |                                                                                                                                                            
|10 (o)      |  | Stock Asset
 Purchase Agreement By and Among Buyer Parties and Seller Parties (14)                                                                         

20

---



|       |  |                                                                                                            
|------ |  | -----------------------------------------------------------------------------------------------------------
|10 (p) |  | Asset
 Purchase Agreement By and Among Enzo Life Sciences, Acquisition, Inc. and
 Assay Designs, Inc. (15).
|       |  |                                                                                                            
|14 (a) |  | Code of
 Ethics (10)                                                                                       
|       |  |                                                                                                            
|21     |  | Subsidiaries
 of the registrant:                                                                           
|       |  |                                                                                                            
|       |  | Enzo
 Clinical Labs, Inc., a New York corporation.                                                         
|       |  | Enzo Life
 Sciences, Inc., a New York corporation.                                                         
|       |  | Enzo
 Therapeutics, Inc., a New York corporation.                                                          
|       |  | Enzo Realty,
 LLC, a New York Corporation                                                                  
|       |  |                                                                                                            
|23     |  | Consent of
 Independent Registered Public Accounting Firm (16)                                             
|       |  |                                                                                                            
|31 (a) |  | Certification
 of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)                       
|       |  |                                                                                                            
|31 (b) |  | Certification
 of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)                       
|       |  |                                                                                                            
|31 (c) |  | Certification
 of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed
 herewith            
|       |  |                                                                                                            
|31 (d) |  | Certification
 of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed
 herewith            
|       |  |                                                                                                            
|32 (a) |  | Certification
 of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)                       
|       |  |                                                                                                            
|32 (b) |  | Certification
 of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)                       

|     |  |                                                                                                                                                            | 
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|     |  | Notes to
 exhibits                                                                                                                                         | 
|     |  |                                                                                                                                                            | 
|(1)  |  | The exhibits
 were filed as exhibits to the Companys Registration Statement on Form S-18
 (File No. 2-67359) and are incorporated herein by reference.   
|     |  |                                                                                                                                                           
|(2)  |  | This exhibit
 was filed as an exhibit to the Companys Form 10-K for the year ended July
 31, 1981 and is incorporated herein by reference.               
|     |  |                                                                                                                                                           
|(3)  |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July31, 1989 and is incorporated herein by reference.           
|     |  |                                                                                                                                                           
|(5)  |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July31, 1994 and is incorporated herein by reference.           
|     |  |                                                                                                                                                           
|(6)  |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July31, 1995 and is incorporated herein by reference.           
|     |  |                                                                                                                                                           
|(7)  |  | This exhibit
 was filed with the Companys Registration Statement on Form S-8 (333-87153)
 and is incorporated herein by reference.                       
|     |  |                                                                                                                                                           
|(8)  |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July31, 2000 and is incorporated herein by reference.           
|     |  |                                                                                                                                                           
|(9)  |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July31, 2004 and is incorporated herein by reference.           
|     |  |                                                                                                                                                           
|(10) |  | This exhibit
 was filed as an exhibit to the Companys Proxy Statement of Schedule 14A
 filed on January 19, 2005 and is incorporated herein by reference.
|     |  |                                                                                                                                                           
|(11) |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July 31, 2006 and is incorporated herein by reference.          

21

---



|     |  |                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|(12) |  | This exhibit
 was filed with the Companys Current Report on Form 8-K on September 21, 2006
 and is incorporated herein by reference.           
|     |  |                                                                                                                                                 
|(13) |  | This exhibit
 was filed with the Companys Current Report on Form 8-K on May 30, 2007 and
 is incorporated herein by reference.                 
|     |  |                                                                                                                                                 
|(14) |  | This exhibit
 was filed with the Companys Current Report on Form 8-K on May 8, 2008 and is
 incorporated herein by reference.                  
|     |  |                                                                                                                                                 
|(15) |  | This exhibit
 was filed with the Companys Current Report on Form 8-K on March 13, 2009 and
 is incorporated herein by reference.               
|     |  |                                                                                                                                                 
|(16) |  | This exhibit
 was filed with the Companys Annual Report on Form 10-K for the year ended
 July 31, 2009 and is incorporated herein by reference.
|     |  |                                                                                                                                                 
|(b)  |  | See Item
 15(a) (3), above.                                                                                                                     
|     |  |                                                                                                                                                 
|(c)  |  | See Item
 15(a) (2), above.                                                                                                                     

22

---



SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to the Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized
on the 25th day of November, 2009.

| |                    |                          |                                      
| | ------------------ | ------------------------ | -------------------------------------
| | ENZO BIOCHEM, INC.
| |                    |                          |                                      
| | By:                | /s/ Elazar Rabbani Ph.D.
| |                    |                         
| |                    | Name:                    | Elazar Rabbani Ph.D.                 
| |                    | Title:                   | Chairman of the Board of Directors,  
| |                    |                          | Chief Executive Officer and Secretary

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

| |                                                                                             |  |                  
| | ------------------------------------------------------------------------------------------- |  | -----------------
| | By: /s/ Elazar Rabbani, Ph.D                                                                |  | November 25, 2009
| |                                                                                             |  |                  
| | Elazar Rabbani, Ph.D                                                                        |  |                  
| | Chairman of Board of
 Directors, Chief 
 Executive Officer and Secretary                    |  |                  
| | (Principal Executive
 Officer)                                                              |  |                  
| |                                                                                             |  |                  
| | By: /s/ Barry W. Weiner                                                                     |  | November 25, 2009
| |                                                                                             |  |                  
| | Barry W. Weiner,                                                                            |  |                  
| | President, Chief Financial
 Officer, Principal 
 Accounting Officer, Treasurer and Director |  |                  
| |                                                                                             |  |                  
| | By: /s/ Irwin Gerson                                                                        |  | November 25, 2009
| |                                                                                             |  |                  
| | Irwin Gerson, Director                                                                      |  |                  
| |                                                                                             |  |                  
| | By: /s/ Stephen B. H. Kent                                                                  |  | November 25, 2009
| |                                                                                             |  |                  
| | Stephen B. H. Kent, Ph.D,
 Director                                                         |  |                  
| |                                                                                             |  |                  
| | By: /s/ Bernard L. Kasten, MD                                                               |  | November 25, 2009
| |                                                                                             |  |                  
| | Bernard L. Kasten, MD, Director                                                             |  |                  
| |                                                                                             |  |                  
| | By: /s/ Melvin F. Lazar, CPA                                                                |  | November 25, 2009
| |                                                                                             |  |                  
| | Melvin F. Lazar, CPA, Director                                                              |  |                  
| |                                                                                             |  |                  
| |                                                                                             |  |                  
| |                                                                                             |  |                  
| |                                                                                             |  |                  
| | By:                                                                                         |  |                  
| |                                                                                             |  |                  
| | Shahram K. Rabbani, Director                                                                |  |                  

23

---