UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
Mark one
|x|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2006

                                       or

| |  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                                (IRS. Employer
of Incorporation or Organization)                          Identification No.)

60 Executive Blvd., Farmingdale, New York                        11735
-----------------------------------------                     -----------
(Address of Principal Executive office)                        (Zip Code)

631-755-5500
------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 Par Value          New York Stock Exchange
-----------------------------          -----------------------
      (Title of Class)               (Name of Each Exchange on which Registered)

Securities registered pursuant to Section 12(g) of the Act: NONE

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  has
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes |X|  No |_|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a non- accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).

   Large accelerated |_|   Accelerated filer |X|   Non- accelerated filer |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.)

                                 Yes |_|  No |X|

          As of March 1, 2006 the Registrant had 32,234,450 shares of
                           Common Stock outstanding.

<PAGE>

                               ENZO BIOCHEM, INC.
                                    FORM 10-Q
                                January 31, 2006

                                      INDEX


                         PART I - FINANCIAL INFORMATION


<TABLE>
<S>       <C>                                                                                            <C>
Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets
         January 31, 2006 (unaudited) and July 31, 2005                                                   3

         Consolidated Statements of Operations
         For the three and six months ended January 31, 2006 and 2005 (unaudited)                         4

         Consolidated Statements of Cash Flows
         For the six months ended January 31, 2006 and 2005 (unaudited)                                   5

         Notes to Consolidated Financial Statements                                                       6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                                                    15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                       23

Item 4.  Controls and Procedures                                                                          23


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                23

Item 4.  Submission of matters to a vote of security holders                                              24

Item 6.  Exhibits                                                                                         24

Signatures                                                                                                24
</TABLE>

                                       2
<PAGE>

PART 1 - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS


                               ENZO BIOCHEM, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                    January 31,            July 31,
ASSETS                                                                                                     2006                2005
                                                                                                    (unaudited)
                                                                                                 --------------      --------------
Current assets:                                                                                             (In thousands)
<S>                                                                                                   <C>                 <C>
   Cash and cash equivalents ...............................................................          $  76,362           $  76,981
   Marketable securities ...................................................................                 --               6,714
   Accounts receivable, net of allowances ..................................................             11,652              13,421
   Inventories .............................................................................              2,980               2,876
   Prepaid expenses ........................................................................              1,763               2,580
   Recoverable income taxes ................................................................              2,533               1,329
   Deferred taxes ..........................................................................                 --                 900
                                                                                                      ---------           ---------
Total current assets .......................................................................             95,290             104,801

Property and equipment, net of accumulated depreciation
   and amortization ........................................................................              3,093               2,669
Goodwill ...................................................................................              7,452               7,452
Patent costs, net of accumulated amortization ..............................................              1,296               1,333
Other ......................................................................................                210                 211
                                                                                                      ---------           ---------
Total assets ...............................................................................          $ 107,341           $ 116,466
                                                                                                      =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accrued legal fees ......................................................................          $   1,442           $   2,717
   Trade accounts payable ..................................................................              1,710               2,414
   Other accrued expenses ..................................................................              1,288               1,348
   Accrued payroll .........................................................................                570                 515
   Deferred revenue ........................................................................                 --                 359
   Accrued research and development expenses ...............................................                163                 286
   Installment payable .....................................................................                 --                 150
                                                                                                      ---------           ---------
Total current liabilities ..................................................................              5,173               7,789

Deferred taxes .............................................................................                 --                 260
Long term installment payable ..............................................................                150                 150

Commitments

Stockholders' equity:
   Preferred Stock, $.01 par value; authorized 25,000,000 shares; no
       shares issued or outstanding ........................................................                 --                  --
   Common Stock, $.01 par value; authorized 75,000,000 shares; shares
       issued: 32,787,000 at January 31, 2006 and 32,526,800 at July 31, 2005  .............                328                 325
   Additional paid-in capital ..............................................................            234,420             230,644
   Less treasury stock at cost: 564,860 shares at January 31, 2006
       and 384,400 shares at July 31, 2005  ................................................             (8,428)             (5,994)
   Accumulated deficit .....................................................................           (124,302)           (116,577)
   Accumulated other comprehensive loss ....................................................                 --                (131)
                                                                                                      ---------           ---------
Total stockholders' equity .................................................................            102,018             108,267
                                                                                                      ---------           ---------
Total liabilities and stockholders' equity .................................................          $ 107,341           $ 116,466
                                                                                                      =========           =========
</TABLE>


                                        3

                             See accompanying notes
<PAGE>

                               ENZO BIOCHEM, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         Three Months Ended                  Six Months Ended
                                                                             January 31,                        January 31,
                                                                       2006              2005              2006              2005
                                                                     ---------------------------------------------------------------
                                                                           (In Thousands)                      (In Thousands)
<S>                                                                  <C>               <C>               <C>               <C>
Revenues:
   Research product revenues and royalty income ............         $  2,109          $  3,271          $  4,255          $  5,727
   Clinical laboratory services ............................            8,007             7,964            16,026            15,809
                                                                     --------          --------          --------          --------
                                                                       10,116            11,235            20,281            21,536
Costs and expenses and other (income):
   Cost of research product revenues .......................              385               555               926             1,130
   Cost of clinical laboratory services ....................            3,431             2,859             6,912             5,773
   Research and development expense ........................            1,911             2,030             3,461             4,243
   Selling, general, and administrative expense ............            7,326             4,738            12,781             8,875
   Provision for uncollectible accounts receivable .........            1,209             1,146             2,354             2,623
   Legal expense ...........................................            1,632             1,160             3,494             2,303
   Interest income .........................................             (680)             (309)           (1,387)             (639)
   Gain on patent litigation settlement ....................               --                --                --           (14,000)
                                                                     --------          --------          --------          --------
                                                                       15,214            12,179            28,541            10,308

(Loss) income before income taxes ..........................           (5,098)             (944)           (8,260)           11,228
Benefit (provision) for income taxes .......................              659               416               536            (4,736)
                                                                     --------          --------          --------          --------
Net (loss) income ..........................................         ($ 4,439)         ($   528)         ($ 7,724)         $  6,492
                                                                     ========          ========          ========          ========

Net (loss) income per common share:
   Basic ...................................................         ($  0.14)         ($  0.02)         ($  0.24)         $   0.20
                                                                     ========          ========          ========          ========
   Diluted .................................................         ($  0.14)         ($  0.02)         ($  0.24)         $   0.20
                                                                     ========          ========          ========          ========

Weighted average common shares outstanding:
   Basic ...................................................           32,200            32,076            32,179            32,062
   Diluted .................................................           32,200            32,076            32,179            32,739
</TABLE>






                                        4

                             See accompanying notes

<PAGE>

                                ENZO BIOCHEM, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                                          Six Months Ended
                                                                                                             January 31,
                                                                                                        2006                   2005
                                                                                                    --------               --------
OPERATING ACTIVITIES                                                                                        (in thousands)
<S>                                                                                                 <C>                    <C>
Net (loss) income ....................................................................              ($ 7,724)              $  6,492

Adjustments  to reconcile  net (loss) income to net cash
(used in)/provided  by operating activities:
       Depreciation and amortization of property and equipment .......................                   526                    383
       Amortization of patent costs ..................................................                    37                    660
       Provision for uncollectible accounts receivable ...............................                 2,354                  2,623
       Deferred taxes ................................................................                   640                    425
       Stock option compensation charge ..............................................                   840                     --
       Restricted stock awards compensation charge ...................................                    29                     --
       Issuance of stock for 401(k) employer match ...................................                   401                     --
       Deferred rent .................................................................                    --                    (87)
       Loss on sales of marketable securities ........................................                   153                     98

       Changes in operating assets and liabilities:
       Accounts receivable before provision for
       uncollectible amounts .........................................................                  (585)                (2,509)
       Inventories ...................................................................                  (104)                   150
       Prepaid expenses ..............................................................                   817                    318
       Recoverable income taxes ......................................................                (1,204)                   533
       Trade accounts payable and other accrued expenses .............................                  (765)                  (797)
       Accrued research and development expenses .....................................                  (123)                   (28)
       Deferred revenue ..............................................................                  (359)                 1,503
       Income taxes payable ..........................................................                    --                  1,978
       Accrued legal fees ............................................................                (1,275)                (1,540)
       Accrued payroll ...............................................................                    55                    148
       Installment payable ...........................................................                  (150)                    --
                                                                                                    --------               --------
 Adjustments - net ...................................................................                 1,287                  3,858

           Net cash (used in)/provided by operating activities .......................                (6,437)                10,350

INVESTING ACTIVITIES
    Capital expenditures .............................................................                  (948)                  (715)
    Patent costs deferred ............................................................                    --                    (21)
    Sales of marketable securities ...................................................                 6,761                  5,000
    Purchases of marketable securities ...............................................                   (69)                  (275)
    Security deposits ................................................................                     1                     (5)
                                                                                                    --------               --------
           Net cash provided by investing activities .................................                 5,745                  3,984

FINANCING ACTIVITIES
    Proceeds from the exercise of stock options ......................................                    73                    290
                                                                                                    --------               --------
           Net cash provided by financing activities .................................                    73                    290

Net (decrease) increase in cash and cash equivalents .................................                  (619)                14,624
Cash and cash equivalents at the beginning of the period .............................                76,981                 54,499
                                                                                                    --------               --------
Cash and cash equivalents at the end of the period ...................................              $ 76,362               $ 69,123
                                                                                                    ========               ========
</TABLE>

SUPPLEMENTAL DISCLOSURE FOR STATEMENT OF CASH FLOWS
In October  2005,  certain  officers of the Company  exercised  incentive  stock
options in a non-cash  transaction.  The officers  surrendered 180,411 shares of
previously  acquired  common stock in exchange for 221,116  shares.  The Company
recorded approximately $2.4 million, the market value of the surrendered shares,
as treasury stock.

In December 2004, a director of the Company exercised incentive stock options in
a non-cash  transaction.  The director  surrendered  17,056 shares of previously
acquired  common  stock in exchange  for 31,660  shares.  The  Company  recorded
approximately  $0.3  million,  the market value of the  surrendered  shares,  as
treasury stock.

                                        5

                             See accompanying notes

<PAGE>

                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             as of January 31, 2006
                  and for the three and six month periods ended
                            January 31, 2006 and 2005
                                   (Unaudited)

NOTE 1. BASIS OF PRESENTATION

The consolidated  financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating results for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements for the
year ended July 31, 2005 and notes  thereto  contained in the  Company's  Annual
Report on Form 10-K filed  with the  Securities  and  Exchange  Commission.  The
results of  operations  for the three and six months ended  January 31, 2006 are
not  necessarily  indicative of the results to be expected for the entire fiscal
year ending July 31, 2006.

RECLASSIFICATIONS

Certain amounts in prior years have been reclassified to conform to current year
presentation.

NOTE 2. RECENT ACCOUNTING  PRONOUNCEMENTS - SFAS NO. 123(R) ACCOUNTING FOR SHARE
BASED PAYMENT

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
revised SFAS No. 123 "Accounting for Share Based Payment" ("SFAS 123(R)"), which
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements.  Accordingly, pro forma disclosure of the
compensation  effect of share based payment  transactions  with employees on net
income and earnings per share is no longer an  alternative to recognition in the
statements of operations.  The compensation cost recognized is measured based on
the fair value of the  equity or  liability  instrument  issued.  The  statement
covers a wide range of share-based  compensation  arrangements  including  share
options,  restricted share plans,  performance-based  awards, share appreciation
rights,  and employee  share purchase  plans.  The Company was required to adopt
SFAS  123(R) as of August 1, 2005,  the first day of its fiscal year ending July
31, 2006.  The Company  adopted the provisions of SFAS 123(R) using the modified
prospective  transition  method,  which allows for  recognition of  compensation
expense for awards that vest after August 1, 2005 and awards granted  subsequent
to that date.

In November 2005, the FASB issued FSP FAS 123(R)-3, "Transition Election Related
to Accounting for the Tax Effects of Share-Based  Payment Awards", to provide an
alternate  transition method for the implementation of SFAS No. 123(R).  Because
some entities do not have, and may not be able to re-create,  information  about
the net excess tax benefits that would have qualified as such had those entities
adopted SFAS No. 123(R) for recognition purposes,  this FSP provides an elective
alternative   transition  method.  The  method  comprises  (a)  a  computational
component that establishes a beginning balance of the additional paid in capital
pool ("APIC pool") related to employee  compensation and (b) a simplified method
to determine the subsequent  impact on the APIC pool of employee awards that are
fully vested and outstanding  upon the adoption of SFAS No. 123(R).  The Company
is  considering  applying the  principles set forth in this FSP to determine its
APIC pool.

                                       6
<PAGE>

As a result of the  adoption  of SFAS  123(R),  the  Company  recognized  in its
consolidated  statements  of operations  approximately  $420,000 and $840,000 of
compensation  expense  relating to the fair value of employee stock options that
vested during the three and six months ended January 31, 2006, and approximately
$29,000 of compensation  expense  relating to the fair value of restricted stock
that vested during the three and six months ended January 31, 2006.

The  following  table sets forth the  amount of expense  related to  share-based
payment  arrangements  included  in  specific  line items in the  statements  of
operations:

                                        Three months ended    Six months ended
  (in thousands)                          January 31, 2006    January 31, 2006
  --------------                          ----------------    ----------------
  Cost of research product revenues                    $30                 $38
  Research and development                              71                 142
  Selling, general and administrative                  348                 689
                                                       ---                 ---
                                                      $449                $869
                                                      ====                ====

The aggregate  intrinsic value of stock options  exercised during the six months
ended January 31, 2006 and 2005 was $1.7 million and $0.6 million, respectively.
As  of  January  31,  2006,  there  was  $2.7  million  of  total   unrecognized
compensation  cost related to nonvested  share-based  compensation  arrangements
granted under the Company's stock option and restricted stock plans,  which will
be  recognized  over a  weighted  average  life of  approximately  2 years as of
January 31,  2006.  During the six months ended  January 31,  2006,  the Company
granted  awards for 45,000 shares of restricted  stock,  which vest over two and
four year periods. There were no stock options awards.

On June 3, 2005, the Board of Directors  approved the acceleration of vesting of
unvested "out of the money" stock options held by employees, including executive
officers and  directors.  The stock options  considered as out of the money were
those with an exercise  price that was $1.50 or more than the  closing  price of
the  Company's  common  stock on June 3, 2005 of  $14.82.  All  other  terms and
conditions of these "out of the money" options remain unchanged.  As a result of
the  acceleration,  options  to  purchase  approximately  666,000  shares of the
Company's common stock (which represents approximately 21% of the Company's then
outstanding  stock options)  became  exercisable  immediately.  The  accelerated
options ranged in exercise prices from $16.39 to $19.02 and the weighted average
exercise price of the accelerated options was $17.55 per share. The total number
of options subject to acceleration  included  options to purchase 575,000 shares
held by executive  officers and directors of the Company.  This action was taken
to avoid expense  recognition in future  financial  statements  upon adoption of
SFAS 123(R).  The accelerated  vesting of the "out of the money" options did not
result in a charge in the Company's  statement of operations for the fiscal year
ended July 31, 2005 based on U.S. generally accepted accounting principles.  The
Company reported  approximately $10.1 million of pro forma compensation  expense
for the fiscal year ended July 31, 2005, of which $6.0 million was applicable to
the accelerated "out of the money" options.

Up to and  including  the  fiscal  year that ended July 31,  2005,  the  Company
accounted  for stock  option  grants to  employees  under  the  recognition  and
measurement  principles of APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees," and related Interpretations.  Under APB No. 25, because the exercise
price of the Company's  employee  stock options  equaled the market price of the
underlying stock on the date of grant, no compensation expense was recorded. Pro
forma information  regarding net income (loss) applicable to common stockholders
was required by FASB Statement No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation,"  which also required that the information be determined as if the
Company had  accounted for its stock options under the fair value method of that
statement.

The following table  illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
to stock-based compensation for the periods ended January 31, 2005:

                                       7
<PAGE>

                                        Three months ended     Six months ended
(in thousands, except for share data)     January 31, 2005     January 31, 2005
-------------------------------------     ----------------     ----------------
Reported net (loss) income                        $  (528)             $ 6,492
Pro forma compensation expense                     (1,051)              (2,032)
                                                  -------              -------
Pro forma net (loss) income                       $(1,579)             $ 4,460
                                                  =======              =======

(Loss) earnings per share:
   Basic - as reported                              $(.02)                $.20
   Basic - pro forma                                $(.05)                $.14

   Diluted - as reported                            $(.02)                $.20
   Diluted - pro forma                              $(.05)                $.14

NOTE 3  (LOSS) EARNINGS PER SHARE

The  Company  applies  SFAS No.  128,  "Earnings  per Share"  which  establishes
standards  for  computing and  presenting  earnings per share.  Basic net (loss)
income per share  represents net (loss) income  divided by the weighted  average
number of common shares  outstanding  during the period.  The dilutive effect of
potential common shares,  consisting of outstanding stock options and restricted
stock awards,  is determined  using the treasury stock method in accordance with
SFAS No. 128. Diluted weighted average shares  outstanding for the three and six
months ended  January 31, 2006 and the three months ended  January 31, 2005 does
not include the effect of dilutive  employee and director  stock  options in all
periods and restricted  stock awards in the 2006 periods  because to do so would
have been  antidilutive.  Accordingly,  basic and diluted net loss per share for
these periods is the same.  The following  table sets forth the  computation  of
basic and diluted net (loss) income per share pursuant to SFAS 128.

<TABLE>
<CAPTION>
                                                                    Three months ended           Six months ended
(In thousands, except for share data)                                   January 31,                 January 31,
                                                                      2006          2005          2006          2005
                                                                      ----          ----          ----          ----
<S>                                                               <C>              <C>         <C>            <C>
Numerator:
   Net (loss) income                                              ($4,439)         ($528)      ($7,724)       $6,492
                                                                  =======          =====       =======        ======

Denominator:
   Weighted average number of common shares
   outstanding (basic)                                             32,200         32,076        32,179        32,062

Dilutive stock options                                                ---            ---           ---           677
                                                                      ---            ---           ---           ---

Weighted average number of common and common equivalent
shares outstanding (diluted)
                                                                   32,200         32,076        32,179        32,739
                                                                   ======         ======        ======        ======

Basic net (loss) income per share                                   ($.14)         ($.02)        ($.24)        $0.20
                                                                    =====          =====         =====         =====

Diluted net (loss) income per share                                 ($.14)         ($.02)        ($.24)        $0.20
                                                                    =====          =====         =====         =====
</TABLE>

The  following  table  summarizes  the  potential  number of shares  issued from
exercise of "in the money" stock  options,  net of shares  repurchased  with the
option exercise  proceeds,  and potential  shares from restricted  stock awards,
which are excluded  from the above  computation  of diluted net (loss) per share
because the effect of their potential issuance is anti-dilutive.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                  Three months ended            Six months ended
(In thousands)                                                       January 31,                   January 31,
                                                                 2006            2005          2006            2005
                                                                 ----            ----          ----            ----
<S>                                                               <C>             <C>           <C>             <C>
Potential net shares, issued from exercise of                     427             861           496              --
"in the money"  employee and  director  stock                     ===             ===           ===              --
options and restricted stock awards, excluded
from diluted net (loss) per share calculation
</TABLE>

The following table summarizes the number of "out of the money" options excluded
from the  computation of diluted net (loss) and net income per share because the
effect of their potential exercise is anti-dilutive.

<TABLE>
<CAPTION>
                                                                  Three months ended            Six months ended
(In thousands)                                                       January 31,                   January 31,
                                                                 2006            2005          2006            2005
                                                                 ----            ----          ----            ----
<S>                                                               <C>             <C>           <C>             <C>
"Out of the money" employee and director                          963             111           963             111
stock options                                                     ===             ===           ===             ===
</TABLE>

The  Company  declared a 5% stock  dividend on October 5, 2004 which was paid on
November 15, 2004 to  shareholders of record as of October 25, 2004. The Company
recorded  a charge to  accumulated  deficit  and a credit  to  common  stock and
additional  paid-in-capital  in the amount of $23.4 million which  reflected the
fair value of the dividend on the date of declaration.

NOTE 4.  INVENTORIES

Inventories consist of the following, as of:

                                             January 31,          July 31,
  (In thousands)                                    2006              2005
  --------------                                    ----              ----
  Raw Materials                                      $29               $52
  Work in process                                  1,777             1,767
  Finished products                                1,174             1,057
                                                   -----             -----
                                                  $2,980            $2,876
                                                  ======            ======

                                        9
<PAGE>


NOTE 5 - STOCKHOLDERS' EQUITY

INCENTIVE STOCK OPTION PLANS

A summary of the  information  relating to the Company's  stock option plans for
the six months ended January 31, 2006 and 2005 is as follows:

<TABLE>
<CAPTION>
                                                       January 31, 2006                              January 31, 2005
                                     --------------------------------------------------------------------------------------------
                                                                        Weighted                                       Weighted
                                                                         Average                                        Average
                                                                        Exercise                                       Exercise
                                                 Options                   Price                 Options                  Price
                                                 -------                   -----                 -------                  -----
         <S>                                   <C>                        <C>                  <C>                       <C>
         Outstanding at
         beginning
         of period                             3,154,125                  $11.86               2,856,801                 $11.86
         Granted                                     ---                     ---                 431,975                 $16.57
         Exercised                              (227,816)                 $11.01                 (69,535)                 $7.54
         Cancelled                               (15,300)                 $14.05                  (6,271)                 $7.00
                                                --------                                        --------
         Outstanding at
         end of period                         2,911,009                  $12.74               3,212,970                 $12.56
                                               =========                                       =========
         Exercisable at
         end of period                         1,898,628                  $11.32               2,174,400                 $11.23
                                               =========                                       =========

         Weighted average fair
         value of options granted
         during period                                                       ---                                         $11.76
</TABLE>

The following table summarizes information for stock options outstanding at
January 31, 2006:

<TABLE>
<CAPTION>
                                    Options outstanding                                           Options exercisable

                                                  Weighted-             Weighted-                                   Weighted-
                                                    Average               Average                                     Average
      Range of                                  Contractual              Exercise                                    Exercise
   Exercise Prices           Shares                    Life                 Price                Shares                 Price
      ------                 ------                    ----                 -----                ------                 -----
<S>                         <C>                   <C>                       <C>                 <C>                     <C>
        $5.45-8.08          291,451               2.7 years                 $5.64               291,451                 $5.64
       $8.33-12.25        1,602,275               4.8 years                $11.06             1,312,250                $10.89
      $12.93-19.02          937,406               7.9 years                $16.73               215,050                $16.60
      $20.20-24.42           61,644               5.5 years                $21.42                61,644                $21.42
            $36.05           18,233               4.0 years                $36.05                18,233                $36.05
                          ---------                                                           ---------
                          2,911,009                                                           1,898,628
                          =========                                                           =========
</TABLE>

As of January 31, 2006,  there were  approximately  806,800 shares available for
grant  under the  Company's  stock  option  plans.  During the six months  ended
January 31, 2006, the Company  granted 45,000 shares of restricted  stock and no
stock options.

NOTE 6.  INCOME TAXES

For the three months ended January 31, 2006,  the  Company's  benefit for income
taxes was $0.6 million,  which represents its federal tax carryback  benefit for
taxes  paid in fiscal  2005,  net of minimum  state and local  taxes due for the
period. In computing this federal tax carryback benefit, the effective rate used
considered  limitations on the Company's  ability to carryback its estimated net
operating loss for the full fiscal year which ends July 31, 2006.

                                       10
<PAGE>

For the six months ended  January 31,  2006,  the  Company's  benefit for income
taxes was $0.5  million,  which is the net of a benefit for income taxes of $1.2
million  which will be carried back against  federal taxes paid for fiscal 2005,
offset by a valuation allowance of $0.6 million equal to net deferred tax assets
at the  beginning of the period and by minimum state and local taxes due for the
six months.  In computing the $1.2 million  federal tax carryback  benefit,  the
effective rate used considered limitations on the Company's ability to carryback
its estimated  net  operating  loss for the full fiscal year which ends July 31,
2006.

Pursuant to SFAS 109 "Accounting for Income Taxes",  during the six months ended
January  31, 2006 the Company  recorded a valuation  allowance  equal to its net
deferred  tax assets.  The Company  believes  that the  valuation  allowance  is
necessary as it is more likely than not that the deferred tax assets will not be
realized in the  foreseeable  future  based on positive  and  negative  evidence
available at this time.  This  conclusion was reached  because of  uncertainties
relating  to  future  taxable  income,  in  terms  of both  its  timing  and its
sufficiency, which would enable the Company to realize the deferred tax assets.

The benefit (provision) for income taxes is as follows:

                                              (000's)               (000's)
                                       Three  months ended     Six months ended
                                          January 31,            January 31,
                                          2006      2005        2006        2005
Current benefit (provision):              ----      ----        ----        ----
   Federal                                $676      $162      $1,209    $(4,048)
   State and local                         (17)       37         (33)      (262)
Deferred benefit (provision)                --       217        (640)      (426)
                                          ----      ----      ------    -------
Benefit (provision) for income taxes      $659      $416      $  536    $(4,736)
                                          ====      ====      ======    =======

The components of deferred tax assets  (liabilities)  as of January 31, 2006 and
July 31, 2005 are as follows:

<TABLE>
<CAPTION>
                                                                                 (000's)
                                                                   January 31,            July 31,
Current deferred tax assets (liabilities):                                2006                2005
------------------------------------------                                ----                ----
<S>                                                                       <C>                 <C>
Provision for uncollectible accounts receivable                           $733                $889
State and local tax carry forward losses                                   595                 245
Other, net                                                                   7                (234)
Realized and unrealized losses on marketable securities                    138                 129
Less: valuation reserve for losses on marketable securities                  -                (129)
                                                                         -----               -----
Current deferred tax assets, net                                         1,473                $900
                                                                         -----                ----

Non Current Deferred Tax Assets (Liabilities):
----------------------------------------------
Deferred patent costs                                                     (287)               (293)
Research and development tax credit carry forward                           44                   -
Depreciation                                                                97                  33
                                                                         -----               -----
Non current deferred tax (liabilities), net                               (146)               (260)
                                                                         -----               -----

Net deferred tax assets - before valuation allowance                     1,327                 640
Less: valuation allowance                                               (1,327)                  -
                                                                        ------               -----
Deferred tax assets, net                                                 $ - -                $640
                                                                         =====                ====
</TABLE>


                                       11
<PAGE>

NOTE 7. GAIN ON PATENT LITIGATION SETTLEMENT

In fiscal 2005, the Company as plaintiff finalized and executed a settlement and
license agreement with Digene  Corporation to settle a patent litigation lawsuit
(the "Digene agreement"). Under the terms of the agreement, the Company received
an initial  payment of $16.0  million,  would earn in the first "annual  period"
(October  1, 2004 to  September  30,  2005) a minimum  royalty  payment  of $2.5
million,  and receive a minimum royalty of $3.5 million in each of the next four
annual periods.  In addition,  the agreement provides for the Company to receive
quarterly  running  royalties on the net sales of Digene products subject to the
license until the  expiration of the patent on April 24, 2018.  These  quarterly
running royalties are fully creditable  against the minimum royalty payments due
in the first five years of the  agreement.  The balance,  if any, of the minimum
royalty  payment is  recognized in the final  quarter of the  applicable  annual
royalty period.

As a result of the  Digene  agreement,  the  Company  recorded  a gain on patent
litigation  settlement of $14.0 million  during the six months ended January 31,
2005 and  deferred $2 million  which was earned from net sales of the  Company's
licensed products covered by the agreement during the first annual period.

The following table summarizes royalty income recognized:

                         Three months ended           Six months ended
(In thousands)              January 31,                   January 31,
                       2006            2005          2006            2005
                       ----            ----          ----            ----
Royalty income         $675            $497        $1,534            $497
                       ====            ====        ======            ====

NOTE 8 - COMMITMENT

In  December  2005,  the  Company  entered  into  a  contract  to  purchase  for
approximately  $3.1  million  a 23,000  square  foot  building  adjacent  to its
corporate  headquarters  in  Farmingdale,  NY to expand  its  manufacturing  and
research  and  development  operations.  The  Company  expects  to  close on the
purchase  transaction by the fourth quarter of fiscal year ending July 31, 2006.
Upon  execution of the  purchase  contract,  the Company made a $310,000  escrow
deposit which is included in property and equipment.


                                       12
<PAGE>

                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2006
                                   (UNAUDITED)

Note 9--Segment Reporting

The Company applies SFAS No. 131,  "Disclosures  about Segments of an Enterprise
and Related  Information."  SFAS No. 131  establishes  standards  for  reporting
information  regarding  operating  segments in annual  financial  statements and
requires  selected  information  for those  segments to be  presented in interim
financial  reports.   SFAS  No.  131  also  establishes  standards  for  related
disclosures  about  products  and  services  and  geographic  areas.  The  chief
operating decision maker or decision-making group, in making decisions on how to
allocate  resources and assess  performance,  identifies  operating  segments as
components of an enterprise about which separate discrete financial  information
is available for evaluation.

The Company has two reportable  segments:  research and development and clinical
laboratories.  The Company's research and development  segment conducts research
and development activities and sells products derived from these activities. The
clinical  laboratories  segment provides  diagnostic services to the health care
community.  The Company  evaluates  segment  performance based on segment income
(loss) before taxes.  Costs excluded from segment income (loss) before taxes and
reported as other consist of corporate  general and  administrative  costs which
are not  allocable to the two  reportable  segments.  Management  of the Company
assesses assets on a consolidated basis only and therefore, assets by reportable
segment have not been included in the reportable  segments below. The accounting
policies  of the  reportable  segments  are the same as those  described  in the
summary of significant accounting policies.

The following  financial  information  (in  thousands)  represents the operating
results of the reportable segments of the Company:

THREE MONTHS ENDED JANUARY 31,

<TABLE>
<CAPTION>
                                                  Research and          Clinical
                                                  Development         Laboratories             Other              Consolidated
                                                  -----------         ------------             -----              ------------
                                                 2006      2005      2006      2005       2006       2005       2006       2005
                                                 ----      ----      ----      ----       ----       ----       ----       ----
OPERATING REVENUES:
<S>                                              <C>       <C>       <C>       <C>        <C>        <C>        <C>        <C>
Research product revenues and royalty income     $ 2,109   $ 3,271        --        --         --         --    $ 2,109    $ 3,271
Clinical laboratory services ...............          --        --   $ 8,007   $ 7,964         --         --      8,007      7,964

COST AND EXPENSES (INCOME):
Cost of research product revenues ..........         385       555        --        --         --         --        385        555
Cost of clinical laboratory services .......          --        --     3,431     2,859         --         --      3,431      2,859
Research and development expense ...........       1,911     2,030        --        --         --         --      1,911      2,030
Provision for uncollectible accounts .......          --        --     1,209     1,146         --         --      1,209      1,146
Depreciation and amortization ..............          48       327       226       112          7         14        281        453
Other costs and expenses ...................         521       298     3,446     2,948      4,710      2,199      8,677      5,445
Interest income ............................          --        --        --        --       (680)      (309)      (680)      (309)
                                                 -------   -------   -------   -------    -------    -------    -------    -------
Income (loss) before income taxes ..........     $  (756)  $    61   $  (305)  $   899    ($4,037)   ($1,904)   $(5,098)   $  (944)
                                                 =======   =======   =======   =======    =======    =======    =======    =======
STOCK BASED COMPENSATION
INCLUDED IN ABOVE COST AND EXPENSES:
Cost of research product revenues ..........     $    30        --        --        --         --         --    $    30         --
Research and development expense ...........          71        --        --        --         --         --         71         --
Other costs and expenses ...................          20        --   $   153        --    $   175         --        348         --
                                                 -------   -------   -------   -------    -------    -------    -------    -------
Totals .....................................     $   121        --   $   153        --    $   175         --    $   449         --
                                                 =======   =======   =======   =======    =======    =======    =======    =======
</TABLE>

                                       13
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JANUARY 31, 2006
                                   (UNAUDITED)

Note 9--Segment Reporting

SIX MONTHS ENDED JANUARY 31,

<TABLE>
<CAPTION>
                                                  Research and          Clinical
                                                  Development         Laboratories             Other              Consolidated
                                                  -----------         ------------             -----              ------------
                                                 2006      2005      2006      2005       2006       2005       2006       2005
                                                 ----      ----      ----      ----       ----       ----       ----       ----
<S>                                             <C>        <C>       <C>       <C>        <C>        <C>        <C>        <C>
OPERATING REVENUES:
Research product revenues and royalty income    $  4,255   $  5,727        --        --         --         --   $  4,255   $  5,727
Clinical laboratory services ...............          --         --  $ 16,026  $ 15,809         --         --     16,026     15,809

COST AND EXPENSES (INCOME):
Cost of research product revenues ..........         926      1,130        --        --         --         --        926      1,130
Cost of clinical laboratory services .......          --         --     6,912     5,773         --         --      6,912      5,773
Research and development expense ...........       3,461      4,243        --        --         --         --      3,461      4,243
Provision for uncollectible accounts .......          --         --     2,354     2,623         --         --      2,354      2,623
Depreciation and amortization ..............          97        684       447       332         18         27        562      1,043
Other costs and expenses ...................         996        575     6,555     5,535      8,162      4,025     15,713     10,135
Gain on patent litigation settlement .......          --    (14,000)       --        --         --         --         --    (14,000)
Interest income ............................          --         --        --        --     (1,387)      (639)    (1,387)      (639)
                                                --------   --------  --------  --------   --------   --------   --------   --------
Income (loss) before income taxes ..........    $ (1,225)  $ 13,095  $   (242) $  1,546   $ (6,793)  $ (3,413)  $ (8,260)  $ 11,228
                                                ========   ========  ========  ========   ========   ========   ========   ========
STOCK BASED COMPENSATION
INCLUDED IN ABOVE COST AND EXPENSES:
Cost of research product revenues ..........    $     38         --        --        --         --         --   $     38         --
Research and development expense ...........         142         --        --        --         --         --        142         --
Other costs and expenses ...................          40         --  $    292        --   $    357         --        689         --
                                                --------   --------  --------  --------   --------   --------   --------   --------
Totals .....................................    $    220         --  $    292        --   $    357         --   $    869         --
                                                ========   ========  ========  ========   ========   ========   ========   ========
</TABLE>

                                       14
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


The following  discussion  of our financial  condition and results of operations
should be read in conjunction  with our financial  statements and related notes.
This  discussion  contains  forward-looking  statements  that involve  risks and
uncertainties. Our actual results could differ materially from those anticipated
in  these  forward-looking   statements.  See  "Forward-Looking  and  Cautionary
Statements" in our Form 10-K for the year ended July 31, 2005.  Because of those
factors,  you should not rely on past  financial  results  as an  indication  of
future performance, and be aware that our consolidated results of operations may
fluctuate significantly from quarter to quarter.

Enzo  Biochem,  Inc.  (the  "Company" or "Enzo") is a leading life  sciences and
biotechnology  company  focused  on  harnessing  genetic  processes  to  develop
research  tools,  diagnostics  and  therapeutics.  Enzo also  provides  clinical
laboratory  services to the medical  community.  In  addition,  our work in gene
analysis  has  led  to  our  development  of  significant   therapeutic  product
candidates,  several of which are currently in clinical  trials,  and several in
preclinical studies.

The business  activities  of the Company are  performed by the  Company's  three
wholly owned  subsidiaries.  These activities are: (1) research and development,
manufacturing  and marketing of biomedical  research  products and tools through
Enzo Life Sciences and research and development of therapeutic  products through
Enzo  Therapeutics,  and (2) the  operation of a clinical  reference  laboratory
through Enzo Clinical Labs. For information  relating to the Company's  business
segments, see Note 9 of the Notes to Consolidated Financial Statements.

The  Company's  source of  revenue  has been from the direct  sales of  research
products of labeling and  detection  reagents  for the  genomics and  sequencing
markets, as well as from non-exclusive distribution agreements. The other source
of  revenue  has been from the  clinical  laboratory  service  market.  Clinical
laboratory  services  are  provided to patients  covered by various  third party
insurance  programs,  including  Medicare,  and to patients who are self payers.
Revenues from the clinical  laboratory  are  recognized  upon  completion of the
testing process for a specific  patient and reported to the ordering  physician.
These revenues and the associated accounts receivable are based on gross amounts
billed or billable for services rendered, net of a contractual allowance,  which
is the difference  between  amounts  billed to payers and the expected  receipts
from such payers. The clinical laboratory is subject to seasonal fluctuations in
operating  results.  Volume of  testing  generally  declines  during  the summer
months,  the  year-end  holiday  period and other major  holidays.  In addition,
volume  declines due to inclement  weather may reduce net  revenues.  Therefore,
comparison  of the results of  successive  quarters may not  accurately  reflect
trends or results for the full year.  For the six months ended  January 31, 2006
and 2005,  respectively,  approximately  21% and 27% of the Company's  operating
revenues  were  derived  from  research  product  sales and  royalty  income and
approximately 79% and 73% were derived from clinical laboratory services.

LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2006, cash and cash equivalents and marketable securities totaled
$76.4  million,  a decrease of $7.3 million  from July 31, 2005.  We had working
capital of $90.1  million at January 31, 2006  compared to $97.0 million at July
31, 2005.

                                       15
<PAGE>

Net cash used in operating activities for the six month period ended January 31,
2006  was  approximately  $6.4  million  as  compared  to net cash  provided  by
operating activities of $10.4 million for the six months ended January 31, 2005.
The decrease in net cash provided by operating  activities  was primarily due to
the 2006 period's net loss as compared to net income which was the result of the
$14 million settlement and license agreement with Digene Corporation  recognized
in the 2005 period. During the six months ended January 31, 2005, the Company as
plaintiff  finalized and executed a settlement and license agreement with Digene
Corporation  to  settle a patent  litigation  lawsuit.  Under  the  terms of the
agreement,  the Company  received an initial payment of $16.0 million,  of which
$2.0 million was used to offset royalty  income  payments due based on net sales
of licensed products covered by the agreement during the first year. As a result
of this settlement and license  agreement with Digene (the "Digene  agreement"),
the Company  recorded a gain on patent  litigation  settlement  of $14.0 million
during the six months ended January 31, 2005.

Net cash provided by investing  activities was approximately $5.7 million during
the six months ended January 31, 2006,  as compared $4.0 million  during the six
months ended January 31, 2005. The increase during the 2006 period was primarily
the  result of the net sales of  marketable  securities  of  approximately  $6.7
million,  versus net sales of approximately $4.7 million during the 2005 period.
During  the  six  months  ended   January  31,  2006,   the  Company   disbursed
approximately  $948,000 for capital  expenditures,  including a $310,000  escrow
deposit toward the purchase,  for approximately $3.1 million, of a 23,000 square
foot  building  to  expand  its   manufacturing  and  research  and  development
operations.  The Company  expects to close on the  purchase  transaction  by the
fourth quarter of fiscal year ending July 31, 2006.

Net cash provided by financing  activities was approximately $0.1 million during
the six months ended January 31, 2006,  as compared $0.3 million  during the six
months ended January 31, 2005, and was from the exercise of stock options.

We believe  that our current cash  position is  sufficient  for our  foreseeable
liquidity and capital  resource  needs,  although there can be no assurance that
future events will not alter such view.  Management is not aware of any material
claims,  disputes or settled matters concerning third-party  reimbursements that
would have a material effect on our financial statements.

CRITICAL ACCOUNTING POLICIES

GENERAL

Management's  discussion  and  analysis of  financial  condition  and results of
operations are based on the Company's consolidated  financial statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets,  liabilities,  revenues and expenses; these estimates and judgments also
affect related  disclosure of contingent assets and liabilities.  On an on-going
basis,  we  evaluate  our  estimates,  including  those  related to  contractual
allowance,  allowance for uncollectible  accounts,  intangible assets and income
taxes. The Company bases its estimates on experience and on various  assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

                                       16
<PAGE>

REVENUE RECOGNITION

RESEARCH PRODUCT REVENUES AND ROYALTY INCOME

Revenues  from  research  product  sales are  recognized  when the  products are
shipped,  the  sales  price is  fixed  or  determinable  and  collectibility  is
reasonably  assured.  Under the terms of a settlement  and license  agreement to
settle a patent  litigation  lawsuit,  the Company  earned in the "first  annual
period"  (October 1, 2004 to September  30, 2005) a minimum  royalty  payment of
$2.5 million,  and will receive a minimum royalty of $3.5 million in each of the
next four annual periods. In addition, the agreement provides for the Company to
receive  quarterly running royalties on the net sales of products subject to the
license until the expiration of the patent in April 2018. The quarterly  running
royalties are fully  creditable  against the minimum royalty payments due in the
first five years of the agreement.  The balance,  if any, of the minimum royalty
payment is  recognized  in the final quarter of the  applicable  annual  royalty
period.

CLINICAL LABORATORY SERVICES - REVENUES AND ACCOUNTS RECEIVABLE

Revenues from the clinical  laboratory  are  recognized  upon  completion of the
testing process for a specific  patient and reported to the ordering  physician.
These revenues and the associated accounts receivable are based on gross amounts
billed or billable for services rendered, net of a contractual allowance,  which
is the difference  between  amounts  billed to payers and the expected  approved
reimbursable settlements from such payers.

The following are tables of the clinical  laboratory  segment's net billings and
billing  percentages  by billing  category  for the three and six  months  ended
January 31, 2006 and 2005:

          Net billings       Three months ended          Three months ended
                              January 31, 2006            January 31, 2005
                              ----------------            ----------------
Billing category          (In 000's)        (in %)     (In 000's)       (in %)
----------------          ----------        ------     ----------       ------
Medicare                      $1,968            24         $1,539           19
Third party carriers           3,852            48          3,729           47
Patient self-pay               1,727            22          2,418           30
HMO's                            460             6            278            4
                              ------          ----         ------         ----
Total                         $8,007          100%         $7,964         100%
                              ======          ====         ======         ====

          Net billings         Six months ended           Six months ended
                               January 31, 2006           January 31, 2005
                               ----------------           ----------------
Billing category          (In 000's)        (in %)     (In 000's)       (in %)
----------------          ----------        ------     ----------       ------
Medicare                      $3,803            24         $3,340           21
Third party carriers           8,565            53          8,166           52
Patient self-pay               2,730            17          3,688           23
HMO's                            928             6            615            4
                             -------          ----        -------         ----
Total                        $16,026          100%        $15,809         100%
                             =======          ====        =======         ====

                                       17
<PAGE>

The following is a table of the  Company's  net accounts  receivable by segment.
The  clinical  laboratory  segment's  net  receivables  are  detailed by billing
category and as a percent to its total net receivables:

        Net accounts receivable           As of                   As of
                                     January 31, 2006         July 31, 2005
                                     ----------------       ----------------
Billing category                 (In 000'S)       (in %)    (In 000'S)    (in %)
----------------                 ----------       ------    ----------    ------
Medicare                             $1,447           14        $1,594        13
Third party carriers                  4,973           47         6,742        54
Patient self-pay                      3,420           33         3,819        30
HMO's                                   603            6           394         3
                                    -------         ----       -------      ----
Total clinical laboratory           $10,443         100%       $12,549      100%
                                                    ====                    ====
Research and development              1,209                        872
                                    -------                    -------
Net accounts receivable             $11,652                    $13,421
                                    =======                    =======


CONTRACTUAL ALLOWANCES

The  Company's  estimate  of  contractual  allowances  is based  on  significant
assumptions and judgments,  such as its interpretation of the applicable payer's
reimbursement  policies, and bears the risk of change. The estimation process is
based on a rolling  monthly  analysis of the  experience of amounts  approved as
reimbursable and ultimately  settled by payers,  versus the corresponding  gross
amount billed to the respective payers. The difference between the gross billing
and the  reimbursement  percentage is the contractual  allowance  percentage and
represents  the  proportion  of the gross  billed  amounts the Company  does not
expect to become approved reimbursable settlements.  In summary, the contractual
allowance is an estimate  that reduces  gross  revenue,  based on gross  billing
rates, to amounts expected to be approved and reimbursable.  The Company adjusts
revenues in the period  that  approved  settlements  are  received.  The Company
adjusts the contractual allowance estimate periodically, based on its evaluation
of historical settlement experience with payers,  industry reimbursement trends,
and other relevant factors.

If the Company  experiences a significant  change in  reimbursement  policies or
procedures  for a particular  payer,  the  contractual  allowance  percentage is
reviewed  by  management  for that payer.  However,  services  authorized  by an
insured's healthcare provider and rendered by the Company, and the corresponding
approval of those services and their settlement by the insured's payer are often
subject to  interpretation  which could result in payments  that differ from our
estimates.

During the six months ended January 31, 2006 and 2005, the contractual allowance
percentages,   determined   using  the  rolling   monthly   average   historical
reimbursement  statistics,  were  75.7% and  74.3%,  respectively.  The  Company
projects  (by using a  sensitivity  analysis)  that each 1% point  change in the
contractual  allowance  percentage  could result in a change in the net accounts
receivable  of  approximately  $461,000  and $476,000 as of January 31, 2006 and
2005,  respectively,  and a change in clinical  laboratory  services revenues of
approximately  $635,000,  and $591,000 for the six months ended January 31, 2006
and 2005, respectively.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company  determines the estimated  allowance for doubtful accounts after the
estimated  contractual  allowance  expense  has been  applied  to the gross open
receivables.  The allowance for doubtful  accounts  represents  amounts that the
Company  does not  expect  to  collect  after  the  Company  has  exhausted  its
collection procedures.

                                       18
<PAGE>

In summary,  the Company  estimates its  allowance for doubtful  accounts in the
period the  related  services  are billed and  adjusts  the  estimate  in future
accounting periods as necessary.  It bases the estimate for the allowance on the
evaluation of historical  collection  experience,  the aging profile of accounts
receivable,  the historical doubtful account write-off  percentages,  payer mix,
and other relevant factors.

The allowance for doubtful accounts includes the balances,  after receipt of the
approved  settlements,  from third party payers for the  insufficient  diagnosis
information  received  from the ordering  physician,  which result in denials of
payment,  and  the  uncollectible  portion  of  receivables  from  self  payers,
including  deductibles  and  copayments,  which are  subject to credit  risk and
patients' ability to pay. The Company wrote off 100% of all accounts  receivable
(for all payers) over 210 days during the six months  ended  January 31, 2006 as
it assumed all these  accounts  are  uncollectible.  The written off amounts are
kept on the aging for patient billing and demographic  information.  The Company
also set up an allowance  for accounts  less than 210 days during the six months
ended January 31, 2006. The Company adjusts the historical  collection  analysis
for any recoveries on an ongoing basis.

The Company's ability to collect outstanding receivables from third party payers
is critical to its operating  performance and cash flows. The primary collection
risk lies with  uninsured  patients or patients for whom primary  insurance  has
paid but a patient  portion remains  outstanding.  The Company also assesses the
current state of its billing functions in order to identify any known collection
or reimbursement  issues in order to assess the impact, if any, on the allowance
estimates, which involves judgment. The Company believes that the collectibility
of its receivables is directly  linked to the quality of its billing  processes,
most notably,  those related to obtaining  the correct  information  in order to
bill effectively for the services provided.  Should  circumstances  change (e.g.
shift in payer mix, decline in economic  conditions or deterioration in aging of
receivables),  our estimates of net  realizable  value of  receivables  could be
reduced by a material amount.

INCOME TAXES

The Company  accounts for income taxes under the liability  method of accounting
for  income  taxes.  Under  the  liability  method,   deferred  tax  assets  and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and liabilities and their  respective tax bases.  The liability  method requires
that any tax benefits recognized for net operating loss carry forwards and other
items be reduced by a valuation  allowance  where it is more likely than not the
benefits may not be realized.  Deferred tax assets and  liabilities are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary differences are expected to be recovered or settled. Under
the liability  method,  the effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

Pursuant to SFAS 109  "Accounting  for Income  Taxes",  the  Company  recorded a
valuation  allowance  charge of $0.6  million  for its net  deferred  tax assets
during the three months ended October 31, 2005,  and subsequent to that date has
applied a full  valuation  allowance  against  increases in its net deferred tax
assets.  The Company believes that the full valuation  allowance is necessary as
it is more likely than not that the net deferred tax assets will not be realized
in the foreseeable  future based on positive and negative evidence  available at
this time.  This  conclusion was reached  because of  uncertainties  relating to
future taxable income,  in terms of both its timing and its  sufficiency,  which
would enable the Company to realize the net deferred tax assets.

                                       19
<PAGE>

                              RESULTS OF OPERATIONS
       THREE MONTHS ENDED JANUARY 31, 2006 AS COMPARED TO JANUARY 31, 2005

Research  product  revenues and royalty income was $2.1 million during the three
months ended  January 31, 2006 compared to $3.3 million in the year ago quarter,
a decrease of $1.2  million or 36%.  The  decrease  was due to both a decline in
direct  sales of research  products  and the dispute  with former  distributors,
whereby the Company  did not record  revenue in the 2006  quarter as compared to
$0.8 million of revenue recorded from these distributors in the 2005 quarter.

Clinical  laboratory  revenues were  comparable at $8.0 million during the three
months ended January 31, 2006 and 2005.

The cost of research products revenues during the three months ended January 31,
2006 was $0.4  million  compared  to $0.6  million  in the year ago  quarter,  a
decrease of $0.2 million or 31%, due to lower research product sales.

The cost of clinical  laboratory  services during the three months ended January
31, 2006 was $3.4 million  compared to $2.8 million in the year ago quarter,  an
increase of $0.6  million or 20%,  due to the higher cost of esoteric  tests and
the higher volume of test performed.

Research and  development  expenses  were $1.9  million  during the three months
ended  January 31,  2006  compared to $2.0  million in the year ago  quarter,  a
decrease of $0.1 million or 6%. During the 2006 quarter, an increase in clinical
trial study activities for the therapeutics  program was offset by a decrease in
the amortization of deferred patent expenses.

Selling,  general and administrative expenses were $7.3 million during the three
months ended  January 31, 2006 compared to $4.7 million in the year ago quarter,
an increase of $2.6 million or 55%. The increase was due to the  recognition  of
stock option compensation charges required by the adoption of SFAS 123(R) during
the  quarter  ended  January  31,  2006.In  addition,  there was an  increase in
expenditures for corporate  governance,  consulting and other professional fees,
and an increase in administrative personnel costs.

The provision for uncollectible  accounts  receivable in the clinical  reference
laboratory segment during the three months ended January 31, 2006 was comparable
to the year ago quarter.

Legal  expenses were $1.6 million during the three months ended January 31, 2006
compared to $1.1 million in the year ago quarter, an increase of $0.5 million or
41%, due to an increase in on going patent litigation activities.

Interest income  increased $0.4 million or 120% to $0.7 million during the three
months  ended  January 31, 2006  compared  to $0.3  million  during the year ago
quarter, due to higher interest rates offered on cash and cash equivalents.  The
Company earns interest on its cash and cash  equivalents by investing  primarily
in short term (30 days) financial instruments with high credit ratings.

For the three months ended January 31, 2006,  the  Company's  benefit for income
taxes was $0.6 million, which represents a current carryback benefit for federal
income  taxes paid in fiscal  2005.  In  computing  this  federal tax  carryback
benefit, the effective rate used considered limitations on the Company's ability
to carryback its  estimated  net  operating  loss for the full fiscal year which
ends July 31, 2006. During the 2006 quarter,  the Company  recognized no benefit
for deferred  taxes.  Pursuant to SFAS 109  "Accounting  for Income Taxes",  the
Company  believes  it is more  likely  than  not that net  deferred  tax  assets
generated during the 2006 quarter will not be realized in the foreseeable future
based on positive and negative evidence  available at this time. This conclusion
was reached because of uncertainties relating to future taxable income, in terms
of both its timing  and its  sufficiency,  which  would  enable  the  Company to
realize deferred tax assets.

                                       20
<PAGE>

For the three months ended January 31, 2005,  the  Company's  benefit for income
taxes was $0.4 million, based on the combined effective federal, state and local
income tax rates applied to the period's loss before taxes.

                    SEGMENT (LOSS) INCOME BEFORE INCOME TAXES
       THREE MONTHS ENDED JANUARY 31, 2006 AS COMPARED TO JANUARY 31, 2005

The  research  and   development   segment's   loss  before   income  taxes  was
approximately $0.8 million for the three months ended January 31, 2006, compared
to income of $0.1  million in the 2005  period.  The 2006 loss was the result of
both a decline in direct sales of research  products and the dispute with former
distributors,  whereby the Company did not record revenue in the 2006 quarter as
compared to $0.8 million of revenue recorded from these distributors in the 2005
quarter.

The clinical  reference  laboratory  segment's loss before income taxes was $0.3
million in the 2006 quarter  versus  income of $0.9 million in the 2005 quarter.
The 2006 period was  impacted  by higher cost of services  due to an increase in
the  number of tests  performed,  the  higher  cost of  esoteric  tests,  and an
increase in administrative personnel costs and other service support departments
to support the expansion into the New Jersey market.

The Other  segment's  loss before  income  taxes was ($4.0)  million in the 2006
quarter versus ($1.9)  million in 2005,  due to the  recognition of stock option
compensation  charges  required by the  adoption of SFAS 123(R)  during the 2006
quarter.  In  addition,  there was an increase  in  expenditures  for  corporate
governance,  consulting  and legal  fees,  partially  offset by higher  interest
income earned on cash equivalents.

                              RESULTS OF OPERATIONS
        SIX MONTHS ENDED JANUARY 31, 2006 AS COMPARED TO JANUARY 31, 2005

Research  product  revenues and royalty  income was $4.2 million  during the six
months ended January 31, 2006 compared to $5.7 million in the year ago period, a
decrease  of $1.5  million  or 26%.  The  decrease  was due to both a decline in
direct  sales of research  products  and the dispute  with former  distributors,
whereby  the  Company  did not record  revenue in the 2006 period as compared to
$1.5 million of revenue recorded from these distributors in the 2005 period.

Clinical  laboratory  revenues  during the six months ended January 31, 2006 and
2005 were comparable.

The cost of research  products  revenues during the six months ended January 31,
2006 was $0.9 million versus $1.1 million in the 2005 period, a decrease of $0.2
million or 18%, due to the decline in direct sales of research products.

The cost of clinical laboratory services during the six months ended January 31,
2006 was $6.9  million  compared  to $5.8  million  in the year ago  period,  an
increase of $1.1 million or 20%, due to an increase in the number of tests being
performed and the higher cost of esoteric tests.

Research and development  expenses were $3.4 million during the six months ended
January 31, 2006 compared to $4.2 million in the year ago period,  a decrease of
$0.8  million  or 18%.  During  the 2006  period,  there was a  decrease  in the
amortization of deferred patent expenses as compared to the 2005 period.

Selling,  general and administrative  expenses were $12.8 million during the six
months ended  January 31, 2006  compared to $8.9 million in the year ago period,
an increase of $3.9 million or 44%. The increase was due to the  recognition  of
stock option compensation charges required by the adoption of SFAS 123(R) during
the 2006 period.

                                       21
<PAGE>

In addition,  there was an increase in  expenditures  for corporate  governance,
consulting  and other  professional  fees,  and an  increase  in  administrative
personnel costs.

The provision for uncollectible  accounts  receivable in the clinical  reference
laboratory  segment  during  the six  months  ended  January  31,  2006 was $2.3
million, compared to $2.6 million during the year ago period, a decrease of $0.3
million or 10%. The decrease was  primarily due to improved  billing  procedures
and new customer accounts from the New Jersey region, which improved the overall
mix of patient demographics.

Legal  expenses  were $3.5 million  during the six months ended January 31, 2006
compared to $2.3 million in the year ago period,  an increase of $1.2 million or
52%, due to an increase in on going patent litigation activities.

Interest  income  increased  $0.7 million or 117% to $1.4 million during the six
months  ended  January 31, 2006  compared  to $0.6  million  during the year ago
period,  due to higher interest rates offered on cash and cash equivalents.  The
Company earns interest on its cash and cash  equivalents by investing  primarily
in short term (30 days) financial instruments with high credit ratings.

For the six months ended January 31, 2006,  the Company's net benefit for income
taxes was $0.5 million, comprised of a current carryback benefit of $1.2 million
for federal income taxes paid in the fiscal year ended July 31, 2005,  offset by
a valuation allowance charge of $0.6 million equal to net deferred tax assets as
of July 31,  2005,  and by state and local  minimum  taxes of $0.1  million.  In
computing the $1.2 million carryback benefit, the effective rate used considered
limitations  on the  Company's  ability to carryback its estimated net operating
loss for the full  fiscal  year which ends July 31,  2006.  Pursuant to SFAS 109
"Accounting for Income Taxes", the Company recorded a valuation allowance charge
during the period ended January 31, 2006 equal to its net deferred tax assets at
July 31, 2005 and has applied a full valuation  allowance  against  increases in
its net deferred tax assets  during the 2006 period.  The Company  believes that
the valuation charge and valuation  allowance are necessary as it is more likely
than not that net  deferred  tax assets will not be realized in the  foreseeable
future  based on positive  and negative  evidence  available at this time.  This
conclusion  was reached  because of  uncertainties  relating  to future  taxable
income, in terms of both its timing and its sufficiency,  which would enable the
Company to realize the net deferred tax assets.

For the six months ended January 31, 2005, the Company's  (provision) for income
taxes was $4.7 million which was based on the effective federal, state and local
income tax rates applied to 2005 period's  taxable  income,  which was primarily
comprised of the $14 million gain from the Digene  agreement.  The provision for
income taxes,  at an effective rate of 42%, was different from the U.S.  federal
statutory  rate of 34% due to state income taxes net of federal of 7%, and other
of 1%.

                    SEGMENT (LOSS) INCOME BEFORE INCOME TAXES
        SIX MONTHS ENDED JANUARY 31, 2006 AS COMPARED TO JANUARY 31, 2005

The  research  and   development   segment's   loss  before   income  taxes  was
approximately  $1.2 million for the six months ended January 31, 2006,  compared
to income of $13.1 million in the 2005 period. The 2006 loss was the result of a
decline  in direct  sales of  research  products  and the  dispute  with  former
distributors,  whereby the Company did not record  revenue in the 2006 period as
compared to $1.5 million of revenue recorded from these distributors in the 2005
period. The 2005 period's income was the result of the $14 million gain from the
Digene agreement.

The clinical  reference  laboratory  segment's loss before income taxes was $0.2
million in the 2006  period  versus  income of $1.5  million  in 2005.  The 2006
period was  impacted by higher cost of services due to an increase in the number
of tests  performed,  the higher  cost of  esoteric  tests,  and an  increase in
administrative  personnel costs and other service support departments to support
the expansion into the New Jersey market.

                                       22
<PAGE>

The Other  segment's  loss before  income  taxes was ($6.8)  million in the 2006
period versus ($3.4)  million in 2005,  due to the  recognition  of stock option
compensation  charges  required by the  adoption of SFAS 123(R)  during the 2006
period.  In  addition,  there was an  increase  in  expenditures  for  corporate
governance,  consulting  and legal  fees,  partially  offset by higher  interest
income earned on cash equivalents.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's earnings and cash flows are subject to fluctuations due to changes
in interest  rates  primarily  from its investment of available cash balances in
investment  grade corporate and U.S.  government  securities.  Under its current
policies,  the Company  does not use interest  rate  derivative  instruments  to
manage exposure to interest rate changes.

ITEM 4.  CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures

As of the end of the period  covered by this report,  the  Company's  management
conducted an evaluation (as required under Rules  13a-15(b) and 15d-15(b)  under
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")) of the
Company's  "disclosure  controls and  procedures" (as such term is defined under
the Exchange  Act),  under the  supervision  and with the  participation  of the
principal executive officer and the principal  financial officer.  Based on this
evaluation,  the principal executive officer and the principal financial officer
concluded that the Company's disclosure controls and procedures are effective as
of the end of the period covered by this report.  Notwithstanding the foregoing,
a control  system,  no matter how well  designed  and  operated can provide only
reasonable,  not  absolute,  assurance  that it will detect or uncover  failures
within the Company to disclose material information otherwise required to be set
forth in the Company's periodic reports.

     (b) Changes in Internal Controls

There was no change in the Company's internal controls over financial  reporting
(as such term is defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange
Act)  during the  Company's  most  recently  completed  fiscal  period  that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

There have been no material  developments  with respect to  previously  reported
legal proceedings.  See the annual report on Form 10-K for the fiscal year ended
July 31, 2005 filed with the Securities and Exchange Commission for a discussion
of the Company's ongoing legal proceedings.

                                       23
<PAGE>


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Annual Meeting of Shareholders was held on January 19, 2006.

(b) The following matters were voted upon and the results were as follows:

(1)  Elazar  Rabbani,  Ph.D.,  John B.  Sias,  and  Marcus A Conant,  M.D.  were
nominated by management  and elected by the  shareholders  to serve as Class III
Directors  until  the  2009  Annual  Meeting  of  Shareholders  or  until  their
respective  successors are elected and shall  qualify.  The  shareholders  voted
29,493,295,  26,032,528  and  26,080,631  shares in the  affirmative  for Elazar
Rabbani,  Ph.D.,  John B. Sias,  and  Marcus A Conant,  M.D,  respectively,  and
withheld  1,220,631,  4,681,397 and 4,633,631 shares for Elazar Rabbani,  Ph.D.,
John B. Sias, and Marcus A Conant, M.D, respectively.

(2) The shareholders  voted 15,632,081 shares in the affirmative with respect to
the  amendment  and  restatement  of  the  Company's  2005  Equity  Compensation
Incentive Plan, to among other things,  (a) permit  restricted stock unit awards
to be made under the plan,  (b) add specific  performance  criteria  that may be
used to  establish  performance  objectives  for awards  intended  to qualify as
"performance-based  compensation"  under Section 162(m) of the Internal  Revenue
Code of 1986, as amended,  and (c) eliminate  automatic  annual option grants to
the Company's non-employee  directors. A total of 1,669,956 shares voted against
this proposal,  188,688  shares  abstained,  and  11,223,668  shares were broker
non-votes.

(3) The shareholders  voted 30,418,541 shares in the affirmative with respect to
the ratification of Ernst & Young LLP as the Company's  independent auditors for
the fiscal year ending July 31, 2006,  249,278  shares against and 46,107 shares
abstained.

Item 6.  EXHIBITS

                EXHIBIT NO.       EXHIBIT

                31(a)             Certification of Elazar Rabbani, Ph.D.
                                  pursuant to Section 302 of the Sarbanes-Oxley
                                  Act of 2002.

                31(b)             Certification of Barry Weiner pursuant to
                                  Section 302 of the Sarbanes-Oxley Act of 2002.

                32(a)             Certification of Elazar Rabbani, Ph.D.
                                  pursuant to 18 U.S.C. ss. 1350, as adopted
                                  pursuant to Section 906 of the Sarbanes-Oxley
                                  Act of 2002.

                32(b)             Certification of Barry Weiner pursuant to 18
                                  U.S.C. ss.1350, as adopted pursuant to Section
                                  906 of the Sarbanes-Oxley Act of 2002.

                                   SIGNATURES

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


                                                ENZO BIOCHEM, INC.
                                                ------------------
                                                     (Registrant)

Date: March 13, 2006                            by: /s/Barry Weiner
                                                    ---------------
                                                    Chief Financial Officer

                                       24