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 October 31, 2005

                                       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.

                                    X  Yes   No
                                   ---

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

                                    X  Yes   No
                                   ---

As of December 1, 2005 the  Registrant  had  32,189,740  shares of Common  Stock
outstanding.



<PAGE>

                               ENZO BIOCHEM, INC.
                                    FORM 10-Q
                                October 31, 2005

                                      INDEX
                                      -----


                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.  Financial Statements

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

         Consolidated Statements of Operations
         For the three months ended October 31, 2005 and 2004 (unaudited)      4

         Consolidated Statements of Cash Flows
         For the three months ended October 31, 2005 and 2004 (unaudited)      5

         Notes to Consolidated Financial Statements                            6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                        12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           18

Item 4.  Controls and Procedures                                              18

                           Part II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings                                                    19

Item 6.  Exhibits                                                             19

Signatures                                                                    19

                                       2
<PAGE>

                               ENZO BIOCHEM, INC.
                         PART 1 - FINANCIAL INFORMATION
                         ITEMS 1 - FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                    October 31,             July 31,
ASSETS                                                                                                     2005                 2005
                                                                                                    (unaudited)
                                                                                           -----------------------------------------
Current assets:                                                                                               In thousands)
<S>                                                                                                   <C>                 <C>
   Cash and cash equivalents ...............................................................          $  75,242           $  76,981
   Marketable securities ...................................................................              6,168               6,714
   Accounts receivable, net of allowances ..................................................             12,114              13,421
   Inventories .............................................................................              2,767               2,876
   Prepaid expenses ........................................................................              1,884               2,580
   Recoverable income taxes ................................................................              1,874               1,329
   Deferred taxes ..........................................................................                 --                 900
                                                                                                      ---------           ---------
Total current assets .......................................................................            100,049             104,801

Property and equipment, net of accumulated depreciation
    and amortization .......................................................................              2,603               2,669
Goodwill ...................................................................................              7,452               7,452
Patent costs, net of accumulated amortization ..............................................              1,315               1,333
Other ......................................................................................                211                 211
                                                                                                      ---------           ---------
                                                                                                      $ 111,630           $ 116,466
                                                                                                      =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accrued legal fees ......................................................................          $   2,114           $   2,717
   Trade accounts payable ..................................................................              1,832               2,414
   Other accrued expenses ..................................................................                977               1,348
   Accrued payroll .........................................................................                834                 515
   Deferred revenue ........................................................................                 --                 359
   Accrued research and development expenses ...............................................                270                 286
   Installment payable .....................................................................                 --                 150
                                                                                                      ---------           ---------
Total current liabilities ..................................................................              6,027               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: 32,754,600 at October 31, 2005 and 32,526,800 at July 31, 2005 ..............                328                 325
   Additional paid-in capital ..............................................................            233,569             230,644
   Less treasury stock at cost: 564,860 shares at October 31, 2005
       and 384,400 shares at July 31, 2005  ................................................             (8,428)             (5,994)
   Accumulated deficit .....................................................................           (119,863)           (116,577)
   Accumulated other comprehensive loss ....................................................               (153)               (131)
                                                                                                      ---------           ---------
Total stockholders' equity .................................................................            105,453             108,267
                                                                                                      ---------           ---------
                                                                                                      $ 111,630           $ 116,466
                                                                                                      =========           =========
</TABLE>

                                       3
<PAGE>

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


                                                          Three Months Ended
                                                              October 31,
                                                           2005            2004
                                                      --------------------------
                                                             (In Thousands)
Revenues:
   Research product revenues and royalty income ....     $  2,147      $  2,456
   Clinical laboratory services ....................        8,018         7,845
                                                         --------      --------
                                                           10,165        10,301

Costs and expenses and other (income):
   Cost of research product revenues ...............          541           575
   Cost of clinical laboratory services ............        3,481         2,914
   Research and development expense ................        1,550         2,212
   Selling, general, and administrative expense ....        5,456         4,137
   Provision for uncollectible accounts receivable .        1,145         1,477
   Legal expense ...................................        1,862         1,143
   Interest income .................................         (707)         (330)
   Gain on patent litigation settlement ............           --       (14,000)
                                                         --------      --------
                                                           13,328        (1,872)

(Loss) income before income taxes ..................       (3,163)       12,173
Provision for income taxes .........................         (123)       (5,152)
                                                         --------      --------
Net (loss) income ..................................     ($ 3,286)     $  7,021
                                                         ========      ========

Net (loss) income per common share:
   Basic ...........................................     ($  0.10)     $   0.22
                                                         ========      ========
   Diluted .........................................     ($  0.10)     $   0.21
                                                         ========      ========

Weighted average common shares outstanding:
   Basic ...........................................       32,158        32,416
                                                         ========      ========
   Diluted .........................................       32,158        32,907
                                                         ========      ========


                                       4

                            See accompanying notes.
<PAGE>

                                ENZO BIOCHEM, INC
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    October 31,
                                                                             2005                 2004
                                                                       --------------------------------
OPERATING ACTIVITIES                                                           ($ in thousands)
<S>                                                                       <C>                 <C>
Net (loss) income ...................................................    ($ 3,286)            $  7,021
Adjustments to reconcile net (loss) income to net cash
(used in)/ provided by operating activities:
     Depreciation and amortization of property and equipment ........         263                  260
     Amortization of patent costs ...................................          18                  330
     Provision for uncollectible accounts receivable ................       1,145                1,477
     Deferred taxes .................................................         640                  643
     Stock option compensation charge ...............................         420                   --
     Deferred rent ..................................................          --                  (61)

     Changes in operating assets and liabilities:
        Accounts receivable before provision for
        uncollectible amounts .......................................         162                 (659)
        Inventories .................................................         109                  126
        Income taxes receivable .....................................          --                  533
        Prepaid expenses ............................................         696                  213
        Recoverable income taxes ....................................        (545)                 (66)
        Trade accounts payable and other accrued expenses ...........        (953)                (596)
        Accrued research and development expenses ...................         (16)                (115)
        Deferred revenue ............................................        (359)               2,000
        Income taxes payable ........................................          --                4,496
        Accrued legal fees ..........................................        (603)                (386)
        Accrued payroll .............................................         319                  262
        Installment payable .........................................        (150)                  --
                                                                         --------             --------
        Total adjustments ...........................................       1,146                8,457
                                                                         --------             --------

           Net cash (used in)/ provided by operating activities......      (2,140)              15,478
                                                                         --------             --------

INVESTING ACTIVITIES
    Capital expenditures ............................................        (197)                (300)
    Patent costs deferred ...........................................          --                  (21)
    Sales of marketable securities ..................................         577                   --
    Purchases of marketable securities ..............................         (53)              (1,098)
    Security deposits ...............................................          --                   (4)
                                                                         --------             --------
           Net cash provided by/ (used in) investing activities......         327               (1,423)
                                                                         --------             --------

FINANCING ACTIVITIES
    Proceeds from the exercise of stock options .....................          74                   65
                                                                         --------             --------
           Net cash provided by financing activities ................          74                   65
                                                                         --------             --------

Net (decrease) increase in cash and cash equivalents ................      (1,739)              14,120
Cash and cash equivalents at the beginning of the period ............      76,981               54,499
                                                                         --------             --------
Cash and cash equivalents at the end of the period ..................    $ 75,242             $ 68,619
                                                                         ========             ========
</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.

                                       5
<PAGE>

                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                October 31, 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  months  ended  October  31,  2005 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 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
statement of  operations.  The  compensation  cost  recognized is to be 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, which was the first day of its fiscal
year ending July 31, 2006 and its first fiscal  quarter  that ended  October 31,
2005.  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 No. 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. That 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.

Upon the adoption of SFAS 123(R) in the consolidated financial statements of the
Company as of and for the three  months  ended  October  31,  2005,  the Company
recognized  approximately  $420,000  of  expenses  relating to the fair value of
employee stock options that vested during the quarter then ended.

                                       6
<PAGE>

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
  ------------------------------------------------------------------------
  (in thousands)                                         October 31, 2005
  --------------                                                     ----
  ------------------------------------------------------------------------
  Cost of research product revenues                                    $8
  ------------------------------------------------------------------------
  Research and development                                             71
  ------------------------------------------------------------------------
  Selling, general and administrative                                 341
                                                                     ----
  ------------------------------------------------------------------------
                                                                     $420
                                                                     ====
  ------------------------------------------------------------------------

The aggregate intrinsic value of options exercised during the three months ended
October 31, 2005 and 2004 was $1.7 million and $0.1 million, respectively. As of
October 31, 2005, there was $2.6 million of total unrecognized compensation cost
related to nonvested  share-based  compensation  arrangements  granted under the
Company's stock option plans,  which will be recognized over a weighted  average
life of  approximately 2 years.  During the three months ended October 31, 2005,
the Company did not grant any stock options or other stock 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 "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 has  accounted for its stock options under the fair value method of that
statement.

                                       7
<PAGE>

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 period ended October 31, 2004:

                                                                  Three months
                                                                         ended
                                                                   October 31,
                                                                          2004

(In thousands, except for share data)
Reported net income                                                     $7,021
Pro forma compensation expense                                            (981)
                                                                        ------
Pro forma net income                                                    $6,040
                                                                        ======

Earnings per share:
   Basic - as reported                                                    $.22
   Basic - pro forma                                                      $.19

   Diluted - as reported                                                  $.21
   Diluted - pro forma                                                    $.18

NOTE 3  (LOSS) EARNINGS PER SHARE

The Company applies SFAS No. 128, "Earnings per Share." SFAS No. 128 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, is determined
using the  treasury  stock  method in  accordance  with  SFAS No.  128.  Diluted
weighted average shares  outstanding for the three months ended October 31, 2005
does not include the effect of dilutive  employee  and  director  stock  options
because to do so would have been  antidilutive.  Accordingly,  basic and diluted
net loss per share for that period is the same.  The following  table sets forth
the  computation  of basic and diluted net (loss)  income per share  pursuant to
SFAS 128.

                                                                Three months
(In thousands, except for share data)                         ended October 31,
                                                                2005        2004
Numerator:
   Net (loss) income for numerator for basic and diluted
   earnings per common share                                ($ 3,286)   $  7,021
                                                            ========    ========

Denominator:
   Denominator for basic earnings per common equivalent
   share during the period                                    32,158      32,416

Effect of dilutive employee and director
stock options                                                     --         491
                                                            --------    --------

Denominator for diluted (loss) earnings per common
equivalent share and assumed conversions                      32,158      32,907
                                                            ========    ========

Basic net (loss) income per share                           ($   .10)   $   0.22
                                                            ========    ========

Diluted net (loss) income per share                         ($   .10)   $   0.21
                                                            ========    ========

                                       8
<PAGE>

The following table summarizes,  for each period presented, the number of shares
excluded from the  computation of diluted  earnings per share,  as their effect,
upon  potential  issuance  after  assuming  repurchase  with the  proceeds  from
exercise, was anti-dilutive.

                                                              Three months ended
                                                                  October 31,
(In thousands)
                                                                 2005     2004
                                                                 ----     ----
Employee and director stock options                               539       --
                                                                 ====     ====

For  the  three  months  ended  October  31,  2005  and  2004,   the  effect  of
approximately  818,300  and 519,100  out of the money  stock  options  were also
excluded  from the  computation  of diluted  (loss)  earnings per share as their
effect would be anti-dilutive.

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:

                                             October 31,          July 31,
  (in thousands)                                   2005               2005
  --------------                                  -----              -----
  Raw Materials                                     $35                $52
  Work in process                                 1,785              1,767
  Finished products                                 947              1,057
                                                 ------             ------
                                                 $2,767             $2,876
                                                 ======             ======

NOTE 5 - STOCKHOLDERS' EQUITY

INCENTIVE STOCK OPTION PLANS

A summary of the  information  relating to the Company's  stock option plans for
the three months ended October 31, 2005 and 2004 is as follows:

<TABLE>
<CAPTION>
                                                 October 31, 2005                              October 31, 2004
                              ----------------------------------------------------------------------------------------
                                                                 Weighted                                    Weighted
                                                                  Average                                     Average
                                                                 Exercise               Options              Exercise
                                           Options                  Price               -------                 Price
                                           -------                  -----                                       -----
<S>                                      <C>                       <C>                <C>                      <C>
Outstanding at
beginning
of period                                3,154,125                 $11.86             2,856,801                $11.86
Granted                                        ---                     na               123,375                $14.05
Exercised                                 (227,816)                $11.01                (8,144)               $ 7.60
Cancelled                                   (5,250)                $14.05                    --
                                         ---------                                    ---------
Outstanding at
end of period                            2,921,059                 $12.74             2,972,032                $11.95
                                         =========                                    =========
Exercisable at
end of period                            1,896,626                 $11.32             2,244,461                $11.11
                                         =========                                    =========

Weighted  average fair                                                 --                                      $10.42
value of options                                                   ======                                      ======
granted during period

</TABLE>

                                       9
<PAGE>

The following  table  summarizes  information  for stock options  outstanding at
October 31, 2005:

<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                 2.9 years                $ 5.64               291,451          $ 5.64
-------------------------------------------------------------------------------------------------------------------------------
        $8.33-12.25            1,602,275                 5.0 years                $11.06             1,312,250          $10.89
-------------------------------------------------------------------------------------------------------------------------------
       $12.93-19.02              947,456                 8.1 years                $16.73               215,050          $16.60
-------------------------------------------------------------------------------------------------------------------------------
       $20.20-24.42               61,644                6.75 years                $21.42                61,644          $21.42
-------------------------------------------------------------------------------------------------------------------------------
             $36.05               18,233                 4.2 years                $36.05                18,233          $36.05
                               ---------                                                             ---------
-------------------------------------------------------------------------------------------------------------------------------
                               2,921,059                                                             1,898,628
                               =========                                                             =========
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

As of October 31, 2005,  there were  approximately  806,800 shares available for
grant under the Company's stock option plans.  There were no stock option grants
during the three months ended October 31, 2005

NOTE 6.  INCOME TAXES

For the three months ended October 31, 2005, the Company's  provision for income
taxes was $0.1  million,  which  includes  a benefit  for  income  taxes of $1.0
million of which $0.5 million will be carried  back against  federal  taxes paid
for fiscal  2005,  offset by an  increase  in the  valuation  allowance  of $1.1
million to equal net deferred  tax assets as of October 31,  2005.  In computing
the $0.5  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 ending July 31, 2006.  Pursuant to SFAS
109 "Accounting for Income Taxes",  the Company  recorded a valuation  allowance
for its net deferred tax assets during the quarter  ended October 31, 2005.  The
Company  believes  that the  valuation  charge 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 provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                                          (000's)
                                                                                    Three months ended
                                                                                        October 31,
Current benefit (provision):                                                      2005                 2004
                                                                                  ----                 ----
<S>                                                                             <C>                <C>
  Federal                                                                      $   533             $ (4,210)
  State and local                                                                  (16)                (299)
Deferred provision                                                                (640)                (643)
                                                                               -------             --------
Provision for income taxes                                                      $ (123)            $ (5,152)
                                                                               =======             ========

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

                                                                                           (000's)
                                                                               October 31,           July 31,
Current deferred tax assets (liabilities):                                        2005                 2005
                                                                                  ----                 ----
Provision for uncollectible accounts receivable                                $   766             $    889
State and local tax carry forward losses                                           377                  245
Other, net                                                                        (121)                (234)
Realized and unrealized losses on marketable securities                            137                  129
Federal carry forward losses                                                       333                    -
                                                                               -------             --------
Current deferred tax assets                                                      1,492                1,029
                                                                               -------             --------
NON CURRENT DEFERRED TAX ASSETS (LIABILITIES):
Deferred patent costs                                                             (290)                (293)
Research and development tax credit carryforward                                    24                    -
Depreciation                                                                        63                   33
                                                                               -------             --------
Non current deferred tax (liabilities), net                                       (203)                (260)
                                                                               -------             --------
Net deferred tax assets - before valuation allowance                             1,289                  769
Less: Valuation allowance                                                       (1,289)                (129)
                                                                               -------             --------
Deferred tax assets - net                                                      $     -             $    640
                                                                               =======             ========
</TABLE>


NOTE 7. GAIN ON PATENT LITIGATION SETTLEMENT

In fiscal 2004, 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 will be 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  will  be  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 three months ended October 31,
2004 and  deferred  $2  million  which  would be  earned  from net  sales of the
Company's  licensed  products  covered by the agreement  during the first annual
period.  During the three months ended October 31, 2005, the Company  recognized
royalty income of approximately  $859,000,  representing the balance of deferred
revenue  plus the balance of the  minimum  royalty  payment  earned in the final
quarter of the first annual royalty period, which ended September 30, 2005.

                                       10
<PAGE>

                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005
                                   (UNAUDITED)

Note 8--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  issued  to  stockholders.  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
decision 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 reportable
segments of the Company:

<TABLE>
<CAPTION>
                                            RESEARCH AND DEVELOPMENT CLINICAL LABORATORIES       OTHER             CONSOLIDATED
                                               THREE MONTHS ENDED     THREE MONTHS ENDED   THREE MONTHS ENDED   THREE MONTHS ENDED
                                                   OCTOBER 31,             OCTOBER 31,          OCTOBER 31,          OCTOBER 31,
                                                  2005      2004        2005      2004       2005       2004       2005       2004
                                                  ----      ----        ----      ----       ----       ----       ----       ----
<S>                                            <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>
Operating revenues:
Research product revenues and royalty income   $  2,147   $  2,456         --        --         --         --   $  2,147   $  2,456
Clinical laboratory services ...............         --         --   $  8,018  $  7,845         --         --      8,018      7,845

Cost and expenses (income):
Cost of research product revenues ..........        541        575         --        --         --         --        541        575
Cost of clinical laboratory services .......         --         --      3,481     2,914         --         --      3,481      2,914
Research and development expense ...........      1,550      2,212         --        --         --         --      1,550      2,212
Provision for uncollectible accounts .......         --         --      1,145     1,477         --         --      1,145      1,477
Depreciation and amortization ..............         49         26        221       221         11         13        281        260
Other costs and expenses ...................        476        608      3,109     2,587      3,452      1,825      7,037      5,020
Gain on patent litigation settlement .......         --    (14,000)        --        --         --         --         --    (14,000)
Interest income ............................         --         --         --        --       (707)      (330)      (707)      (330)
                                               --------   --------   --------  --------   --------   --------   --------   --------
Income (loss) before income taxes ..........   $   (469)  $ 13,035   $     62  $    646   ($ 2,756)  ($ 1,508)  $ (3,163)  $ 12,173
                                               ========   ========   ========  ========   ========   ========   ========   ========
   Stock based compensation
   included in above cost and expenses:
   Cost of research product revenues .......   $      8         --         --        --         --         --   $      8         --
   Research and development expense ........         71         --         --        --         --         --         71         --
   Other costs and expenses ................         18         --   $    153        --   $    170         --        341         --
                                               --------              --------             --------   --------   --------   --------
   Totals ..................................   $     97         --   $    153        --   $    170         --   $    420         --
                                               ========   ========   ========  ========   ========   ========   ========   ========
</TABLE>

                                       11
<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.  We  believe  that  period-to-period   comparisons  of  our
financial  results to date are not  necessarily  meaningful  and expect that our
results of operations might fluctuate from period to period in the future.

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 are
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 7 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 through  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 three months ended October 31, 2005
and 2004,  respectively,  approximately  21% and 24% of the Company's  operating
revenues  were  derived  from  research  product  sales and  royalty  income and
approximately 79% and 76% were derived from clinical laboratory services.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2005, our cash and cash  equivalents  and  marketable  securities
totaled  $81.4  million,  a decrease of $2.3 million from July 31, 2005.  We had
working  capital of $94.0  million at October 31, 2005 compared to $97.0 million
at July 31, 2005.

                                       12
<PAGE>

Net cash used in operating  activities  for the three month period ended October
31, 2005 was  approximately  $2.1  million as  compared to net cash  provided by
operating  activities  of $15.5  million for the three months ended  October 31,
2004.  The decrease in net cash provided by operating  activities  was primarily
due to the 2005 period's net loss as compared to net income  resulting  from the
$14 million settlement and license agreement with Digene Corporation  recognized
in the 2004 period.  During the three months ended October 31, 2004, the Company
finalized  and  executed  a  settlement   and  license   agreement  with  Digene
Corporation  to settle its  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 to be used to offset  royalty  income  payments  based upon 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 quarter ended October 31, 2004.

Net cash provided by investing  activities was approximately $0.3 million during
the three  months  ended  October  31,  2005,  as  compared  to net cash used in
investing activities of ($1.4) million during the three months ended October 31,
2004.  The increase  during the 2005 period was  primarily the result of the net
sales of marketable  securities of approximately $0.5 million,  versus purchases
of approximately $1.0 million during the 2004 period.

Net cash provided by financing activities was comparable in both periods and was
primarily 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

The Company's  discussion and analysis of its financial condition and results of
operations are based upon Enzo Biochem, Inc. 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
other  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.

REVENUE RECOGNITION

      RESEARCH PRODUCT REVENUES

Revenues  from  research  product  sales are  recognized  when the  products are
shipped,  the  sales  price is  fixed  or  determinable  and  collectibility  is
reasonably  assured.  During fiscal 2004, the Company had certain  non-exclusive
distribution  agreements,  which  provided for  consideration  to be paid to the
distributors for the manufacture of certain products.  The Company recorded such
consideration  provided to distributors under these  non-exclusive

                                       13
<PAGE>

distribution  agreements as a reduction to research product  revenues.  Revenues
from these non-exclusive  distribution agreements were recognized when shipments
were  made  to  a  distributor's   respective  customers  and  reported  by  the
distributor to the Company.

      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 Company  believes that the net
revenues for the clinical labs segment meet the requirements of SAB 104.

The following is a table of the clinical  laboratory  segment's net billings and
billing percentages by billing category:

--------------------------------------------------------------------------------
                              Net billings                   Net billings
                           Three months ended             Three months ended
                            October 31, 2005               October 31, 2004
-------------------------------------------------------------------------------
Billing Category        (in 000's)        (in %)       (in 000's)        (in %)
-------------------------------------------------------------------------------
Medicare                  $1,835           23%            $1,451          19%
-------------------------------------------------------------------------------
Third party carriers       4,713           59%             3,543          45%
-------------------------------------------------------------------------------
Patient self-pay           1,003           12%             2,581          33%
-------------------------------------------------------------------------------
HMO's                        467            6%               270           3%
                          ------          ----            ------         ----
-------------------------------------------------------------------------------
Total                     $8,018          100%            $7,845         100%
                          ======          ====            ======         ====
-------------------------------------------------------------------------------

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 receivables            Net receivables
                                    as of                      as of
                               October 31, 2005           October 31, 2004
--------------------------------------------------------------------------------
Billing Category           (in 000's)       (As %)     (in 000's)      (As %)
--------------------------------------------------------------------------------
Medicare                    $ 1,721           15%        $ 1,594         13%
--------------------------------------------------------------------------------
Third party carriers          5,496           49%          6,742         54%
--------------------------------------------------------------------------------
Patient self-pay              3,323           30%          3,819         30%
--------------------------------------------------------------------------------
HMO's                           623            6%            394          3%
                            -------          ----        -------        ----
--------------------------------------------------------------------------------
Total clinical laboratory    11,163          100%         12,549        100%
--------------------------------------------------------------------------------
Research and development        951                          872
                            -------                      -------
--------------------------------------------------------------------------------
Accounts receivable, net    $12,114                      $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.

                                       14
<PAGE>

If the Company  experiences a significant  change in  reimbursement  policies or
procedures for a particular payer, the contractual allowance estimate 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 three  months  ended  October  31,  2005 and 2004,  the  contractual
allowance  percentages,  determined using the rolling monthly average historical
reimbursement  statistics,  were  75.1% and  73.2%,  respectively.  The  Company
projects  (by  using  a  sensitivity  analysis)  that  each  1%  change  in  the
contractual  allowance  percentage  could result in a change in the net accounts
receivable  of  approximately  $455,000  and $652,600 as of October 31, 2005 and
2004,  respectively,  and a change in clinical  laboratory  services revenues of
approximately $298,600, and $338,300 for the three months ended October 31, 2005
and 2004, 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.  In summary,  the Company  estimates  its  allowance for
doubtful  accounts in the period the related  services are billed and adjusts in
future accounting  periods the estimate 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  co-payments,  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 three  months  ended  October  31, 2005 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 three  months
ended October 31, 2005. 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

                                       15
<PAGE>

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 of $1.1 million for its net deferred tax assets  during the
quarter ended October 31, 2005. The Company  believes that the valuation  charge
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.

RESULTS OF OPERATIONS - THREE MONTHS ENDED OCTOBER 31, 2005 AS COMPARED TO
OCTOBER 31, 2004

Research  product  revenues and royalty income was $2.1 million during the three
months ended  October 31, 2005 compared to $2.4 million in the year ago quarter,
a decrease of $0.3 million or 13%. The decrease was  primarily  due to a decline
in the non exclusive  distribution  agreement  revenue from  research  products,
partially  offset by  royalties  earned in the 2005  quarter but not in the 2004
quarter.  The decline in the gross profit  margin on research  product sales and
royalties  in the  2005  quarter  compared  to the 2004  quarter  is due to this
decline  in  revenues  from  distributors  with whom we had  supply  agreements.
Revenues from these distributors were net of manufacturing costs.

Clinical  laboratory  revenues  were $8.0 million  during the three months ended
October 31, 2005  compared to $7.8 million in the year ago quarter,  an increase
of $0.2 million or 2%,  primarily  due to the increase in the number of customer
accounts being serviced.

The cost of research products revenues during the three months ended October 31,
2005 and 2004 was comparable, at $0.5 million.

The cost of clinical  laboratory  services during the three months ended October
31, 2005 was $3.5 million  compared to $2.9 million in the year ago quarter,  an
increase of $0.6 million or 19%,  primarily due to the increased number of tests
performed and higher costs incurred to perform certain esoteric tests.

                                       16
<PAGE>

Research and  development  expenses  were $1.5  million  during the three months
ended  October 31,  2005  compared to $2.2  million in the year ago  quarter,  a
decrease of $0.7 million or 30%,  primarily  due to the timing of when  clinical
trial study costs are incurred for the development of therapeutic products,  and
a decline in the amortization of deferred patent expenses.
Selling,  general and administrative expenses were $5.5 million during the three
months ended  October 31, 2005 compared to $4.1 million in the year ago quarter,
an  increase  of $1.3  million  or 32%.  The  increase  was due to stock  option
compensation  charges  due to the  adoption  of SFAS 123 (R) during the  quarter
ended October 31, 2005, an increase in personnel  costs  relating to information
technology and other service support  departments,  and corporate governance and
accounting fees.

The provision for uncollectible  accounts  receivable in the clinical  reference
laboratory  segment  during the three  months  ended  October  31, 2005 was $1.1
million,  compared to $1.5 million  during the year ago  quarter,  a decrease of
$0.4 million or 22%. The provision for  uncollectible  accounts  receivable as a
percentage of clinical laboratory services revenues decreased to 15% in the 2005
period  compared to 19% for the 2004 period.  The decrease in the  provision was
primarily due to improved  billing  procedures  and the change in the mix of the
demographics of the patients from the New Jersey new customer accounts.

Legal  expenses were $1.9 million during the three months ended October 31, 2005
compared to $1.1 million in the year ago quarter, an increase of $0.7 million or
63%. The increase is due to the on going patent litigation.

Interest income  increased $0.4 million or 114% to $0.7 million during the three
months  ended  October 31, 2005  compared  to $0.3  million  during the year ago
quarter,  due to the  increase  in interest  rates  earned on  investments.  The
Company earns interest on its cash and cash  equivalents by investing  primarily
in short term (90 days or less) financial instruments with high credit ratings.

For the three months ended October 31, 2005, the Company's  provision for income
taxes was $0.1  million,  which  included  a benefit  for  income  taxes of $1.0
million,  of which $0.5 million will be carried back against  federal taxes paid
for fiscal  2005,  offset by an  increase  in the  valuation  allowance  of $1.1
million to equal net deferred  tax assets as of October 31,  2005.  In computing
the $0.5  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 ending July 31, 2006.  Pursuant to SFAS
109 "Accounting for Income Taxes",  the Company  recorded a valuation  allowance
for its net deferred tax assets during the quarter  ended October 31, 2005.  The
Company  believes  that the  valuation  charge 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.

For the three months ended October 31, 2004, the Company's  provision for income
taxes was $5.2 million which was based on the effective federal, state and local
income tax rates applied to the fiscal year's taxable income.  The provision for
income taxes,  at an effective rate of 43%, was different from the U.S.  federal
statutory  rate of 34% due to state income taxes net of federal of 8%, and other
of 1%.

SEGMENT  (LOSS) INCOME BEFORE INCOME TAXES - THREE MONTHS ENDED OCTOBER 31, 2005
AS COMPARED TO OCTOBER 31, 2004

The  research  and   development   segment's   loss  before   income  taxes  was
approximately $0.5 million for the three months ended October 31, 2005, compared
to income of $13  million in the 2004  period.  The 2004  period  income was the
result of the $14 million gain from the Digene

                                       17
<PAGE>

agreement.  The 2005  loss was the  result  of a  decline  in  research  product
revenues due to the ongoing  dispute with certain  distributors  on the sales of
certain licensed products.  The clinical reference  laboratory  segment's income
before income taxes was $0.1 million versus $0.6 million.

The  decrease is due to higher  costs  services  provided,  partially  offset by
higher  revenues  from the  increase  in the number of customer  accounts  being
serviced, and a lower provision for uncollectible accounts, due to the expansion
into the New Jersey markets.  The Other segment's (loss) before income taxes was
$(2.8) million versus $(1.5) million in the 2004 period,  primarily due to 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  quarter  that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

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<PAGE>

                           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.

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: December 12, 2005                             by: /s/Barry Weiner
                                                        ---------------
                                                        Chief Financial Officer

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