|                                  
|----------------------------------
|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, 2011                          
|                                                                           |                                                                                          
|or                                                                        
|                                                                           |                                                                                          
|o                                                                          | TRANSITION REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                           |                                                                                          
|For the transition period from ___________________ to
 ___________________
|Commission File Number 001-09974                                          
|                                                                           |                                                                                          
|ENZO BIOCHEM, INC.                                                        
|                                                                          
|(Exact name of registrant as specified in its charter)                    

|                                                      |  |                    
|----------------------------------------------------- |  | -------------------
|New York                                              |  | 13-2866202         
|                                                      |  |                    
|(State or Other Jurisdiction                          |  | (IRS. Employer     
|of Incorporation or
 Organization)                    |  | Identification No.)
|                                                      |  |                    
|527 Madison Ave, New York, New
 York                  |  | 10022              
|                                                      |  |                    
|(Address of Principal Executive
 office)              |  | (Zip Code)         
|                                                      |  |                    
|212-583-0100                                          |  |                    
|                                                      |  |                    
|(Registrants telephone number,
 including area code) |  |                    

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 xNoo

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 45 of Regulation S-T (§232.405 of that
chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files).

Yes oNoo

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 filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company o

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

Yes oNox

As of
March 1, 2011 the Registrant had approximately 38,264,000 shares of common
stock outstanding.

---



ENZO BIOCHEM, INC. 
FORM 10-Q 
January 31, 2011

INDEX

|                               |                                                                                                                                        |    |   
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------- | -- | --
|PART I - FINANCIAL INFORMATION
|                               |                                                                                                                                        |    |   
|Item 1.                        | Financial
 Statements                                                                                                                  |    |   
|                               |                                                                                                                                        |    |   
|                               | Consolidated
 Balance Sheets - January 31, 2011 (unaudited) and July 31, 2010 (audited)                                                |    | 3 
|                               |                                                                                                                                        |    |   
|                               | Consolidated
 Statements of Operations for the three and six months ended January 31, 2011
 and 2010 (unaudited)                       |    | 4 
|                               |                                                                                                                                        |    |   
|                               | Consolidated
 Statement of Stockholders Equity and Comprehensive (Loss) Income for the six
 months ended January 31, 2011 (unaudited) |    | 5 
|                               |                                                                                                                                        |    |   
|                               | Consolidated
 Statements of Cash Flows for the six months ended January 31, 2011 and 2010
 (unaudited)                                 |    | 6 
|                               |                                                                                                                                        |    |   
|                               | Notes to
 Consolidated Financial Statements                                                                                            |    | 7 
|                               |                                                                                                                                        |    |   
|Item 2.                        | Managements Discussion and Analysis of Financial Condition
 and Results of Operations                                                 |    | 17
|                               |                                                                                                                                        |    |   
|Item 3.                        | Quantitative
 and Qualitative Disclosures About Market Risk                                                                            |    | 31
|                               |                                                                                                                                        |    |   
|Item 4.                        | Controls
 and Procedures                                                                                                               |    | 31
|                               |                                                                                                                                        |    |   
|Part II  OTHER INFORMATION   
|                               |                                                                                                                                        |    |   
|Item 1.                        | Legal
 Proceedings                                                                                                                     |    | 32
|                               |                                                                                                                                        |    |   
|Item 1A.                       | Risk
 Factors                                                                                                                          |    | 32
|                               |                                                                                                                                        |    |   
|Item 6.                        | Exhibits                                                                                                                               |    | 32
|                               |                                                                                                                                        |    |   
|Signatures                     |                                                                                                                                        | 32

2

---



Part 1Financial Information Item 1 Financial Statements

ENZO BIOCHEM, INC.CONSOLIDATED BALANCE SHEETS 
(in thousands, except share data)

|                                                                                                                                            |  |                                |          |                           |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------- | ------------------------- | - | -------- | -
|                                                                                                                                            |  | January 31,
 2011
 (unaudited) |          | July 31,
 2010
 (audited) |  
|                                                                                                                                            |  |                                |          |                           |  
|ASSETS                                                                                                                                      |  |                                |          |                           |   |          |  
|Current assets:                                                                                                                             |  |                                |          |                           |   |          |  
|Cash and cash equivalents                                                                                                                   |  | $                              | 8,989    |                           | $ | 8,759    |  
|Short term investments                                                                                                                      |  |                                | 21,808   |                           |   | 24,807   |  
|Accounts receivable, net of allowances                                                                                                      |  |                                | 12,553   |                           |   | 13,006   |  
|Inventories                                                                                                                                 |  |                                | 9,002    |                           |   | 8,882    |  
|Prepaid expenses                                                                                                                            |  |                                | 2,024    |                           |   | 2,284    |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total current assets                                                                                                                        |  |                                | 54,376   |                           |   | 57,738   |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Property, plant and equipment, net                                                                                                          |  |                                | 11,290   |                           |   | 11,858   |  
|Goodwill                                                                                                                                    |  |                                | 25,361   |                           |   | 24,943   |  
|Intangible assets, net                                                                                                                      |  |                                | 19,995   |                           |   | 20,368   |  
|Other                                                                                                                                       |  |                                | 433      |                           |   | 338      |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total assets                                                                                                                                |  | $                              | 111,455  |                           | $ | 115,245  |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |  |                                |          |                           |   |          |  
|Current liabilities:                                                                                                                        |  |                                |          |                           |   |          |  
|Accounts payable  trade                                                                                                                    |  | $                              | 7,154    |                           | $ | 6,455    |  
|Accrued liabilities                                                                                                                         |  |                                | 9,136    |                           |   | 8,509    |  
|Other current liabilities                                                                                                                   |  |                                | 549      |                           |   | 572      |  
|Deferred taxes                                                                                                                              |  |                                | 51       |                           |   | 21       |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total current liabilities                                                                                                                   |  |                                | 16,890   |                           |   | 15,557   |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Deferred taxes                                                                                                                              |  |                                | 2,632    |                           |   | 2,582    |  
|Other                                                                                                                                       |  |                                | 83       |                           |   | 90       |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Commitments and contingencies                                                                                                               |  |                                |          |                           |   |          |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|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: 38,885,048 at January 31, 2011 and 38,782,725 at July
 31, 2010 |  |                                | 389      |                           |   | 388      |  
|Additional paid-in capital                                                                                                                  |  |                                | 307,207  |                           |   | 306,561  |  
|Less treasury stock at cost: 623,848 shares at January 31,
 2011 and at July 31, 2010                                                       |  |                                | (8,854   | )                         |   | (8,854   | )
|Accumulated deficit                                                                                                                         |  |                                | (208,787 | )                         |   | (201,954 | )
|Accumulated other comprehensive income                                                                                                      |  |                                | 1,895    |                           |   | 875      |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total stockholders equity                                                                                                                  |  |                                | 91,850   |                           |   | 97,016   |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total liabilities and stockholders equity                                                                                                  |  | $                              | 111,455  |                           | $ | 115,245  |  
|                                                                                                                                            |  |                                |          |                           |   |          |  

The accompanying notes are an integral part of these
consolidated financial statements.

3

---



ENZO BIOCHEM, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(UNAUDITED) 
(in thousands, except per share data)

|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|------------------------------------------------ |  | ------------------------------- | ------ | ------------------------------ | - | ------- | - | ---- | ------ | - | - | ------- | -
|                                                 |  | Three Months Ended
 January 31, |        | Six Months Ended 
 January 31, |  
|                                                 |  | 2011                            |        | 2010                           |   | 2011    |   | 2010 |       
|                                                 |  |                                 |        |                                |   |         |   |      |       
|Revenues:                                        |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Product revenues                                 |  | $                               | 10,237 |                                | $ | 10,767  |   | $    | 20,421 |   | $ | 21,511  |  
|Royalty and license fee income                   |  |                                 | 1,219  |                                |   | 1,839   |   |      | 4,297  |   |   | 5,150   |  
|Clinical laboratory services                     |  |                                 | 12,278 |                                |   | 10,580  |   |      | 24,668 |   |   | 21,690  |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Total revenues                                   |  |                                 | 23,734 |                                |   | 23,186  |   |      | 49,386 |   |   | 48,351  |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Operating
 expenses:                             |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Cost of product revenues                         |  |                                 | 5,911  |                                |   | 5,322   |   |      | 10,516 |   |   | 10,377  |  
|Cost of clinical laboratory services             |  |                                 | 7,492  |                                |   | 6,979   |   |      | 15,065 |   |   | 13,759  |  
|Research and development                         |  |                                 | 2,021  |                                |   | 2,350   |   |      | 3,778  |   |   | 4,794   |  
|Selling, general, and administrative             |  |                                 | 11,540 |                                |   | 13,542  |   |      | 22,572 |   |   | 25,122  |  
|Provision for uncollectible accounts
 receivable |  |                                 | 957    |                                |   | 510     |   |      | 2,032  |   |   | 1,422   |  
|Legal                                            |  |                                 | 1,377  |                                |   | 826     |   |      | 2,073  |   |   | 1,082   |  
|Litigation settlement and related legal
 costs   |  |                                 |       |                                |   | 3,698   |   |      |       |   |   | 3,698   |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Total operating expenses                         |  |                                 | 29,298 |                                |   | 33,227  |   |      | 56,036 |   |   | 60,254  |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Operating loss                                   |  |                                 | (5,564 | )                              |   | (10,041 | ) |      | (6,650 | ) |   | (11,903 | )
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Other income
 (expense):                         |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Interest income                                  |  |                                 | 4      |                                |   | 5       |   |      | 9      |   |   | 14      |  
|Other                                            |  |                                 | 62     |                                |   | (64     | ) |      | 76     |   |   | (45     | )
|Foreign currency loss                            |  |                                 | (64    | )                              |   | (110    | ) |      | (56    | ) |   | (168    | )
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Loss before income
 taxes                        |  |                                 | (5,562 | )                              |   | (10,210 | ) |      | (6,621 | ) |   | (12,102 | )
|Provision for
 income taxes                      |  |                                 | (146   | )                              |   | (118    | ) |      | (212   | ) |   | (40     | )
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Net loss                                         |  | $                               | (5,708 | )                              | $ | (10,328 | ) | $    | (6,833 | ) | $ | (12,142 | )
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Net loss per
 common share:                      |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Basic and Diluted                                |  | $                               | (0.15  | )                              | $ | (0.27   | ) | $    | (0.18  | ) | $ | (0.32   | )
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Weighted average
 common shares outstanding:     |  |                                 |        |                                |   |         |   |      |        |   |   |         |  
|Basic and Diluted                                |  |                                 | 38,198 |                                |   | 37,899  |   |      | 38,179 |   |   | 37,877  |  
|                                                 |  |                                 |        |                                |   |         |   |      |        |   |   |         |  

The accompanying notes are an integral part
of these consolidated financial statements.

4

---



ENZO BIOCHEM, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE (LOSS) INCOME
Six months ended January 31, 2011 
(UNAUDITED) 
(In thousands, except share data)

|                                               |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |   |   |       |  |   |        |   |   |        |  
|---------------------------------------------- |  | ----------------- | ---------- | ------------------- |  | ---------------------- |  | ---------------------------- | --- | ----------------------- | - | -------------------- |  | ----------------------------------------- | ------ | ---------------------------- | - | ---------------------------- | - | - | ----- |  | - | ------ | - | - | ------ | -
|                                               |  | CommonStockShares |            | TreasuryStockShares |  | Common 
 Stock
 Amount |  | Additional
 Paid-in
 Capital |     | Treasury
 Stock
 Amount |   | Accumulated
 Deficit |  | Accumulated
 Other
 Comprehensive
 Income |        | Total
 Stockholders
 Equity |   | Comprehensive
 (Loss) Income |  
|                                               |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |  
|Balance at July 31, 2010                       |  |                   | 38,782,725 |                     |  | 623,848                |  | $                            | 388 |                         | $ | 306,561              |  | $                                         | (8,854 | )                            | $ | (201,954                     | ) | $ | 875   |  | $ | 97,016 |   |   |        |  
|Net loss for the period ended January 31, 2011 |  |                   |           |                     |  |                       |  |                              |    |                         |   |                     |  |                                           |       |                              |   | (6,833                       | ) |   |      |  |   | (6,833 | ) | $ | (6,833 | )
|Vesting of restricted stock                    |  |                   | 102,323    |                     |  |                       |  |                              | 1   |                         |   |                     |  |                                           |       |                              |   |                             |   |   |      |  |   | 1      |   |   |       |  
|Stock based compensation charges               |  |                   |           |                     |  |                       |  |                              |    |                         |   | 646                  |  |                                           |       |                              |   |                             |   |   |      |  |   | 646    |   |   |       |  
|Foreign currency translation adjustments       |  |                   |           |                     |  |                       |  |                              |    |                         |   |                     |  |                                           |       |                              |   |                             |   |   | 1,020 |  |   | 1,020  |   |   | 1,020  |  
|                                               |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |   |   |       |  |   |        |   |   |        |  
|Comprehensive loss                             |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |   |   |       |  |   |        |   | $ | (5,813 | )
|                                               |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |   |   |       |  |   |        |   |   |        |  
|                                               |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |   |   |       |  |   |        |   |   |        |  
|Balance at January 31, 2011                    |  |                   | 38,885,048 |                     |  | 623,848                |  | $                            | 389 |                         | $ | 307,207              |  | $                                         | (8,854 | )                            | $ | (208,787                     | ) | $ | 1,895 |  | $ | 91,850 |   |   |        |  
|                                               |  |                   |            |                     |  |                        |  |                              |     |                         |   |                      |  |                                           |        |                              |   |                              |   |   |       |  |   |        |   |   |        |  

The accompanying notes are an integral part of these
consolidated financial statements.

5

---



ENZO BIOCHEM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) 
(in thousands)

|                                                                             |  |                               |         |      |   |          |  
|---------------------------------------------------------------------------- |  | ----------------------------- | ------- | ---- | - | -------- | -
|                                                                             |  | Six Months Ended
 January 31, |        
|                                                                             |  | 2011                          |         | 2010 |  
|                                                                             |  |                               |         |      |  
|Cash flows from operating activities:                                        |  |                               |         |      |   |          |  
|Net loss                                                                     |  | $                             | (6,833  | )    | $ | (12,142  | )
|Adjustments to reconcile net loss to net cash used in
 operating activities: |  |                               |         |      |   |          |  
|Depreciation and amortization of property, plant and
 equipment              |  |                               | 1,406   |      |   | 1,359    |  
|Amortization of intangible assets                                            |  |                               | 756     |      |   | 828      |  
|Provision for uncollectible accounts receivable                              |  |                               | 2,032   |      |   | 1,422    |  
|Provision for (reversal of) excess or obsolete inventory                     |  |                               | 115     |      |   | (42      | )
|Income tax benefit                                                           |  |                               | (56     | )    |   | (126     | )
|Share based compensation charges                                             |  |                               | 646     |      |   | 580      |  
|Accrual for 401(k) employer match                                            |  |                               | 373     |      |   | 735      |  
|Deferred revenue recognized                                                  |  |                               | (38     | )    |   | (225     | )
|Foreign currency (gain) loss on intercompany loan                            |  |                               | (31     | )    |   | 77       |  
|                                                                             |  |                               |         |      |   |          |  
|Changes in operating assets and liabilities:                                 |  |                               |         |      |   |          |  
|Accounts receivable                                                          |  |                               | (1,537  | )    |   | (913     | )
|Inventories                                                                  |  |                               | (167    | )    |   | (666     | )
|Prepaid expenses                                                             |  |                               | 265     |      |   | 300      |  
|Accounts payable  trade                                                     |  |                               | 612     |      |   | 621      |  
|Accrued liabilities                                                          |  |                               | 270     |      |   | 4,477    |  
|Other current liabilities                                                    |  |                               | 15      |      |   | (20      | )
|Other liabilities                                                            |  |                               | (7      | )    |   |         |  
|                                                                             |  |                               |         |      |   |          |  
|Total adjustments                                                            |  |                               | 4,654   |      |   | 8,407    |  
|                                                                             |  |                               |         |      |   |          |  
|Net cash used in operating activities                                        |  |                               | (2,179  | )    |   | (3,735   | )
|                                                                             |  |                               |         |      |   |          |  
|                                                                             |  |                               |         |      |   |          |  
|Cash flows from investing activities:                                        |  |                               |         |      |   |          |  
|Purchases of short term investments                                          |  |                               | (86,224 | )    |   | (118,917 | )
|Maturities of short term investments                                         |  |                               | 89,223  |      |   | 125,914  |  
|Capital expenditures                                                         |  |                               | (573    | )    |   | (2,044   | )
|(Increase) decrease in security deposits and other                           |  |                               | (96     | )    |   | 9        |  
|                                                                             |  |                               |         |      |   |          |  
|Net cash provided by investing activities                                    |  |                               | 2,330   |      |   | 4,962    |  
|                                                                             |  |                               |         |      |   |          |  
|                                                                             |  |                               |         |      |   |          |  
|Effect of exchange rate changes on cash and cash
 equivalents                |  |                               | 79      |      |   | 1        |  
|                                                                             |  |                               |         |      |   |          |  
|                                                                             |  |                               |         |      |   |          |  
|Increase in cash and cash equivalents                                        |  |                               | 230     |      |   | 1,228    |  
|Cash and cash equivalents - beginning of period                              |  |                               | 8,759   |      |   | 6,929    |  
|                                                                             |  |                               |         |      |   |          |  
|Cash and cash equivalents - end of period                                    |  | $                             | 8,989   |      | $ | 8,157    |  
|                                                                             |  |                               |         |      |   |          |  

The accompanying notes are an integral part of these consolidated
financial statements.

6

---



ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2011
and for the three and six months ended 
January 31, 2011 and 2010 
(Unaudited)
(in thousands, except share data)

Note 1  Basis of Presentation

The accompanying consolidated financial statements include the accounts
of Enzo Biochem, Inc. and its wholly-owned subsidiaries, Enzo Life Sciences,
Enzo Clinical Labs, Enzo Therapeutics and Enzo Realty LLC, collectively
referred to as the Company or Companies. The consolidated balance sheet as
of January 31, 2011, the consolidated statement of stockholders equity and
comprehensive (loss) income for the six months ended January 31, 2011, the
consolidated statements of cash flows for the six months ended January 31, 2011
and 2010, and the consolidated statements of operations for the three and six
months ended January 31, 2011 and 2010, are unaudited. In the opinion of
management, all adjustments (which include normal recurring adjustments)
necessary to present fairly the financial position and operating results for
the interim periods have been made. Certain information and footnote
disclosure, normally included in annual financial statements prepared in
accordance with accounting principles generally accepted in the United States,
have been condensed or omitted. The consolidated financial statements should be
read in conjunction with the consolidated financial statements for the year
ended July 31, 2010 and notes thereto contained in the Companys Annual Report
on Form 10-K filed with the Securities and Exchange Commission. The
consolidated balance sheet at July 31, 2010 has been derived from the audited
financial statements at that date. The results of operations for the three and
six months ended January 31, 2011 are not necessarily indicative of the results
that may be expected for the fiscal year ending July 31, 2011.

Recent Accounting Pronouncements

In October 2009, the FASB issued a Consensus of the FASB Emerging
Issues Task Force relating to Multiple Deliverable Revenue Arrangements.This standard provides application
guidance on whether multiple deliverables exist, how the deliverables should be
separated and how the consideration should be allocated to one or more units of
accounting. This update establishes a selling price hierarchy for determining
the selling price of a deliverable. The selling price used for each deliverable
will be based on vendor-specific objective evidence, if available, third-party
evidence if vendor-specific objective evidence is not available, or estimated
selling price if neither vendor-specific or third-party evidence is available.
This guidance is effective for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. The Company
adopted this guidance effective August 1, 2010 which did not have an effect on
its consolidated results of operations and financial condition.

Note 2  Short-term Investments

At January 31, 2011 and July 31, 2010, the Companys short-term
investments, whose fair value approximates cost, are in U.S. Treasury bills,
which are purchased at discounts with remaining maturities of under ninety
days.

The authoritative guidance for fair value measurements establishes a
fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3
measurements). The three levels of the fair value hierarchy under the guidance
are described below:

| |           |                                                                                                                                                                                                                                                                   
| | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level
 1: | Valuations based
 on quoted market prices in active markets for identical assets or
 liabilities.                                                                                                                                                                 
| |           |                                                                                                                                                                                                                                                                   
| | Level2:   | Valuations based
 on quoted prices for similar assets or liabilities, quoted prices in markets
 that are not active, or other inputs that are observable or can be
 corroborated by observable data for substantially the full term of the assets
 or liabilities.
| |           |                                                                                                                                                                                                                                                                   
| | Level3:   | Valuations based
 on inputs that are supported by little or no market activity and that are
 significant to the fair value of the assets or liabilities.                                                                                                          

At January 31, 2011 and July 31, 2010 the Companys short-term
investments are classified as Level 1 assets.

7

---



Note 3  Net loss per share

Basic net income (loss) per share represents net income (loss) 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 unvested restricted stock, is determined using the treasury stock
method. Diluted weighted average shares outstanding for the three and six
months ended January 31, 2011 and 2010 do not include the potential common
shares from stock options and unvested restricted stock because to do so would
have been antidilutive. Accordingly, basic and diluted net loss per share is
the same during these periods.

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 computation of diluted net loss per share.

|                                                                                                                                                                                     |  |                                  |        |                                |  |      |  |      |         |  |  |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ------ | ------------------------------ |  | ---- |  | ---- | ------- |  |  | ------ | 
|                                                                                                                                                                                     |  | Three months ended 
 January 31, |        | Six months ended 
 January 31, | 
|                                                                                                                                                                                     |  | 2011                             |        | 2010                           |  | 2011 |  | 2010 |        
|                                                                                                                                                                                     |  |                                  |        |                                |  |      |  |      |        
|Potential net shares, issued from exercise
 of in the money employee and director stock options and restricted stock
 awards, excluded from diluted net loss per share calculation |  |                                  | 62,000 |                                |  |     |  |      | 128,000 |  |  | 67,000 | 
|                                                                                                                                                                                     |  |                                  |        |                                |  |      |  |      |         |  |  |        | 

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

|                                                        |  |                                  |           |                                |  |           |  |      |           |  |  |           | 
|------------------------------------------------------- |  | -------------------------------- | --------- | ------------------------------ |  | --------- |  | ---- | --------- |  |  | --------- | 
|                                                        |  | Three months ended 
 January 31, |           | Six months ended 
 January 31, | 
|                                                        |  | 2011                             |           | 2010                           |  | 2011      |  | 2010 |          
|                                                        |  |                                  |           |                                |  |           |  |      |          
|Out of the money employee and director
 stock options |  |                                  | 1,075,000 |                                |  | 1,177,000 |  |      | 1,075,000 |  |  | 1,177,000 | 
|                                                        |  |                                  |           |                                |  |           |  |      |           |  |  |           | 

Note 4  Share-based compensation

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

|                                      |  |   |                                 |  |                               |     |      |   |      |  |   |     |  | 
|------------------------------------- |  | - | ------------------------------- |  | ----------------------------- | --- | ---- | - | ---- |  | - | --- |  | 
|                                      |  |   | Three months ended
 January 31, |  | Six months ended
 January 31, |    
|                                      |  |   | 2011                            |  | 2010                          |     | 2011 |   | 2010 | 
|                                      |  |   |                                 |  |                               |     |      |   |      | 
|Cost of clinical
 laboratory services |  | $ | 3                               |  | $                             | 2   |      | $ | 6    |  | $ | 5   | 
|Research and
 development             |  |   | 7                               |  |                               | 3   |      |   | 10   |  |   | 6   | 
|Selling, general
 and administrative  |  |   | 309                             |  |                               | 253 |      |   | 630  |  |   | 569 | 
|                                      |  |   |                                 |  |                               |     |      |   |      |  |   |     | 
|                                      |  | $ | 319                             |  | $                             | 258 |      | $ | 646  |  | $ | 580 | 
|                                      |  |   |                                 |  |                               |     |      |   |      |  |   |     | 

No excess tax benefits were recognized during the six month periods
ended January 31, 2011 and 2010.

Stock option plans

A summary of the activity relating to the Companys stock option plans
for the six month period ended January 31, 2011 is as follows:

|                                              |  |         |           |                               |   |                            |  |   |   | 
|--------------------------------------------- |  | ------- | --------- | ----------------------------- | - | -------------------------- |  | - | - | 
|                                              |  | Options |           | WeightedAverageExercise Price |   | Aggregate
 Intrinsic Value | 
|                                              |  |         |           |                               |   |                            | 
|Outstanding at
 August 1, 2010                |  |         | 1,132,450 |                               | $ | 14.30                      |  | $ |  | 
|                                              |  |         |           |                               |   |                            |  |   |   | 
|Exercised                                     |  |         |          |                               |   |                           |  |   |   | 
|Cancelled                                     |  |         | (57,077   | )                             | $ | 15.35                      |  |   |   | 
|                                              |  |         |           |                               |   |                            |  |   |   | 
|Outstanding and
 exercisable at end of period |  |         | 1,075,373 |                               | $ | 14.25                      |  | $ |  | 
|                                              |  |         |           |                               |   |                            |  |   |   | 

As of January 31, 2011, there was no unrecognized compensation cost
related to unvested stock option-based compensation.

8

---



Restricted Stock Awards

A summary of the activity pursuant to the Companys restricted stock
awards for the six months ended January 31, 2011 is as follows:

|                            |  |        |          |                                |   |      | 
|--------------------------- |  | ------ | -------- | ------------------------------ | - | ---- | 
|                            |  | Awards |          | Weighted
 Average
 Award Price |  
|                            |  |        |          |                                |  
|Unvested at August
 1, 2010 |  |        | 417,578  |                                | $ | 5.50 | 
|Awarded                     |  |        | 3,000    |                                | $ | 3.96 | 
|Vested                      |  |        | (102,323 | )                              | $ | 5.14 | 
|Forfeited                   |  |        | (5,450   | )                              | $ | 7.55 | 
|                            |  |        |          |                                |   |      | 
|Unvested at end of
 period  |  |        | 312,805  |                                | $ | 5.57 | 
|                            |  |        |          |                                |   |      | 

The fair value of a restricted stock award is determined based on the
closing stock price on the award date. As of January 31, 2011, there was
approximately $0.9 million of unrecognized compensation cost related to
unvested restricted stock-based compensation to be recognized over a weighted
average remaining period of one year.

On January 14, 2011, the Companys stockholders approved the adoption
of the 2011 Incentive Plan (the 2011 Plan) which provides for the issuance of
equity awards, including among others, options, restricted stock and restricted
stock units for up to 3,000,000 Common Shares. No additional awards may be
granted under the 1999 or 2005 Plans. The exercise price of options granted
under the 2011 Plan, and consistent with other Plans, is equal to or greater
than fair market value of the Common Stock on the date of grant. Unless
terminated earlier by the Board of Directors the 2011 Plan will terminate at
the earliest of; (a) such time as no shares of Common Stock remain available
for issuance under the 2011 Plan or (b) tenth anniversary of the effective date
of the 2011 Plan. Awards outstanding upon expiration of the 2011 Plan shall
remain in effect until they have been exercised, terminated, or have expired.

The total number of shares available for grant as equity awards is
3,000,000 as of January 31, 2011.

Note 5  Supplemental disclosure for statement of cash flows

Supplemental information with respect to the Companys consolidated
statements of cash flows is as follows:

|                 |  |                               |    |      |   |     | 
|---------------- |  | ----------------------------- | -- | ---- | - | --- | 
|                 |  | Six months ended
 January 31, |   
|                 |  | 2011                          |    | 2010 |  
|                 |  |                               |    |      |  
|Taxes paid  net |  | $                             | 76 |      | $ | 147 | 
|                 |  |                               |    |      |   |     | 

Note 6  Comprehensive loss and Accumulated Other Comprehensive Income

During the three months ended January 31, 2011 and
    2010, total comprehensive loss was approximately $5.4 million and $11.0 million,
respectively. During the six months ended January 31, 2011 and 2010, total
comprehensive loss was approximately $5.8 million and $11.9 million,
respectively. At January 31, 2011 and July 31, 2010, the accumulated other
comprehensive income relates to foreign currency translation adjustments.

Note 7- Inventories

Inventories consist of the following:

|                  |  |                   |       |                |   |       | 
|----------------- |  | ----------------- | ----- | -------------- | - | ----- | 
|                  |  | January 31,
 2011 |       | July 31,
 2010 |  
|                  |  |                   |       |                |  
|Raw materials     |  | $                 | 947   |                | $ | 921   | 
|Work in process   |  |                   | 2,293 |                |   | 2,136 | 
|Finished products |  |                   | 5,762 |                |   | 5,825 | 
|                  |  |                   |       |                |   |       | 
|                  |  | $                 | 9,002 |                | $ | 8,882 | 
|                  |  |                   |       |                |   |       | 

9

---



Note 8  Goodwill and intangible assets

The Companys change in the net carrying amount of goodwill by business
segment is as follows:

|                              |  |                     |        |                      |   |       |  |   |        | 
|----------------------------- |  | ------------------- | ------ | -------------------- | - | ----- |  | - | ------ | 
|                              |  | Enzo Life
 Sciences |        | Enzo
 Clinical
 Labs |   | Total | 
|                              |  |                     |        |                      |   |       | 
|Balance August 1,
 2010       |  | $                   | 17,491 |                      | $ | 7,452 |  | $ | 24,943 | 
|Foreign currency
 translation |  |                     | 418    |                      |   |      |  |   | 418    | 
|                              |  |                     |        |                      |   |       |  |   |        | 
|Balance January
 31, 2011     |  | $                   | 17,909 |                      | $ | 7,452 |  | $ | 25,361 | 
|                              |  |                     |        |                      |   |       |  |   |        | 

Intangible assets, all of which are included in the Life Sciences
segment, consist of the following:

|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|------------------------------------- |  | ---------------- | ------ | ------------------------- | - | ------- | - | ----- | ------ | ------------------------- | - | ------ |  | - | ------- | - | - | ------ | 
|                                      |  | January 31, 2011 |        | July 31, 2010             |  
|                                      |  |                  |        |                           |  
|                                      |  | Gross            |        | Accumulated
 Amortization |   | Net     |   | Gross |        | Accumulated
 Amortization |   | Net    | 
|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        | 
|Finite-lived intangible assets:       |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Patents                               |  | $                | 11,027 |                           | $ | (10,216 | ) | $     | 811    |                           | $ | 11,027 |  | $ | (10,154 | ) | $ | 873    | 
|Customer relationships                |  |                  | 12,329 |                           |   | (2,816  | ) |       | 9,513  |                           |   | 12,099 |  |   | (2,248  | ) |   | 9,851  | 
|Non-compete and employment agreements |  |                  | 500    |                           |   | (466    | ) |       | 34     |                           |   | 478    |  |   | (396    | ) |   | 82     | 
|Website and acquired content          |  |                  | 1,026  |                           |   | (632    | ) |       | 394    |                           |   | 1,009  |  |   | (489    | ) |   | 520    | 
|Licensed technology and other         |  |                  | 634    |                           |   | (294    | ) |       | 340    |                           |   | 628    |  |   | (285    | ) |   | 343    | 
|Indefinitely-lived intangible assets: |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Trademarks                            |  |                  | 8,903  |                           |   |        |   |       | 8,903  |                           |   | 8,699  |  |   |        |   |   | 8,699  | 
|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Total                                 |  | $                | 34,419 |                           | $ | (14,424 | ) | $     | 19,995 |                           | $ | 33,940 |  | $ | (13,572 | ) | $ | 20,368 | 
|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 

At January 31, 2011, the weighted average useful life of finite-lived
intangible assets was approximately nine years.

For financial reporting purposes, useful lives for intangibles acquired
in the Life Sciences acquisitions have been assigned as follows:

|                        |  |           
|----------------------- |  | ----------
|Customer
 relationships |  | 8-15 years
|Trademarks              |  | Indefinite
|Other intangibles       |  | 4-5 years 

Note 9  Accrued Liabilities and Other Current Liabilities

At January 31, 2011 and July 31, 2010, accrued liabilities consist of:

|                                                                              |  |                    |       |                 |   |       | 
|----------------------------------------------------------------------------- |  | ------------------ | ----- | --------------- | - | ----- | 
|                                                                              |  | January 31,
 2011  |       | July 31, 
 2010 |  
|                                                                              |  |                    |       |                 |  
|Legal                                                                         |  | $                  | 615   |                 | $ | 877   | 
|Payroll, benefits,
 and commissions                                           |  |                    | 4,881 |                 |   | 4,012 | 
|Professional fees                                                             |  |                    | 1,047 |                 |   | 963   | 
|Research and
 development                                                     |  |                    | 715   |                 |   | 716   | 
|Other                                                                         |  |                    | 1,878 |                 |   | 1,941 | 
|                                                                              |  |                    |       |                 |   |       | 
|                                                                              |  | $                  | 9,136 |                 | $ | 8,509 | 
|                                                                              |  |                    |       |                 |   |       | 
|                                                                              |  |                    |       |                 |   |       | 
|At January 31,
 2011 and July 31, 2010, other current liabilities consist of:
|                                                                              |  |                    |       |                 |   |       | 
|                                                                              |  | January 31, 
 2011 |       | July 31, 
 2010 |  
|                                                                              |  |                    |       |                 |  
|Deferred revenue                                                              |  | $                  | 446   |                 | $ | 496   | 
|Other                                                                         |  |                    | 103   |                 |   | 76    | 
|                                                                              |  |                    |       |                 |   |       | 
|                                                                              |  | $                  | 549   |                 | $ | 572   | 
|                                                                              |  |                    |       |                 |   |       | 

10

---



Note 10 - Income taxes

At the end of each interim reporting period, the Company estimates its
effective income tax rate expected to be applicable for the full year. This
estimate is used to determine the income tax provision or benefit on a
year-to-date basis and may change in subsequent interim periods.

The Companys effective tax rate for the three months ended January 31,
2011 was 2.6% compared to 1.2% during the three months ended January 31, 2010.
The tax provision for the periods were based on state and local taxes, domestic
and foreign tax for tax deductible goodwill and indefinite lived intangibles,
and book to tax differences for inventory. The Companys effective tax rate for
the six months ended January 31, 2011 was 3.2% compared to 0.3% during the six
months ended January 31, 2010. The tax provision for the periods were based on
state and local taxes, domestic and foreign tax for tax deductible goodwill and
indefinite lived intangibles, and book to tax differences for inventory.

The Companys effective tax rate for both periods differed from the
expected net operating loss carryforward benefit at the U.S. federal statutory
rate of 34% primarily due to the inability to recognize such benefit. The
carryforward benefit cannot be recognized 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 federal carryforward benefit.

The Company files a consolidated Federal income tax return. The Company
files combined returns with California and New York State and City for certain
subsidiaries. Other subsidiaries file separate state and foreign tax returns.
With few exceptions, the periods that remain subject to examination are fiscal
years ended July 31, 2007 through fiscal 2009.

The Companys policy is to recognize interest and penalties accrued on
any uncertain tax positions as a component of income tax expense. As of January
31, 2011, there is no liability related to unrecognized tax benefits.

Note 11  Royalty and licensing income

The Company has a license agreement with QIAGEN Gaithersburg Inc.
(Qiagen) that began in 2005, whereby the Company earns quarterly running
royalties on the net sales of Qiagen products subject to the license until the
expiration of the patent on April 24, 2018. During the three months ended
January 31, 2011 and 2010, the Company recorded royalty income under the
Agreement of approximately $1.2 million and $1.1 million, respectively. During
each of the six months ended January 31, 2011 and 2010, the Company recorded
royalty income under the Agreement of approximately $3.7 million.

In April 2007 Enzo Life Sciences, Inc. (Life Sciences) and Abbott
Molecular Inc. (Abbott) entered into an agreement, which is still in effect,
covering the supply of certain of Enzo Life Sciences products to Abbott for use
in their product line. The parties also entered into a limited non-exclusive
royalty bearing cross-licensing agreement (Licensing Agreement) for various
patents. The Licensing Agreement requires each party to pay royalties, as
defined through the lives of related non-expired patents. In connection with a
component of the Licensing Agreement, Abbott paid a one-time fee of $1.5
million relating to a fully paid-up license and sublicense, as defined. The
one-time fee was recognized as revenue through August 31, 2010 representing the
longest expected patent life of the related patents. Abbott has notified Enzo
that they have made a final royalty payment because they are unaware of any
non-expired patents. Enzo is presently reviewing its patent portfolio and
Abbotts position.The Licensing Agreement between the parties remains in full
force and effect and Enzo continues its commercialization efforts under the
contract terms.

During the three months ended January 31, 2011, the Company recorded no
royalties or license fees under the Licensing Agreement. During the three
months ended January 31, 2010, the Company recorded approximately $0.7 million
in royalties and license fee income under the Licensing Agreement. During the
six months ended January 31, 2011 and 2010, the Company recorded $0.5 and $1.4
million, respectively in royalties and license fees from the Licensing
Agreement. Royalty and licensing income is included in the Life Sciences segment.

Note 12  Segment reporting

During the three months ended January 31, 2011, the Company recorded a $0.7 million out of period adjustment to increase cost of product revenues to correct for immaterial errors in the computation of the intercompany inventory profit elimination related to the three months ended October 31, 2010. The adjustment increased the three months ended January 31, 2011 net loss and net loss per share by $0.7 million and $0.02 per share, respectively. As a result of recording this adjustment during the three months ended January 31, 2011, the financial statements as of and for the six months ended January 31, 2011 are correctly stated.

The Company has three reportable segments: Life Sciences,
    Clinical Labs and Therapeutics. The Companys Life Sciences segment develops, manufactures,
  and markets products to research and pharmaceutical customers. The Clinical
  Labs segment provides diagnostic services to the health care community. The
  Companys Therapeutic segment conducts research and development activities for
  therapeutic drug candidates. 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 three 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.

11

---



The following financial information represents the operating results of
the reportable segments of the Company:

Three months ended January 31, 2011

|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | ------------ | - | ----- | ---- | ------------ | - | ------ | - | - | ------ | -
|                                                 |  | Life
 Sciences |        | Clinical
 Labs |   | Therapeutics |   | Other |      | Consolidated |  
|                                                 |  |                |        |                |   |              |   |       |      |              |  
|Revenues:                                        |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Product revenues                                 |  | $              | 10,237 |                |   |             |   |       |     |              |   |       |   | $ | 10,237 |  
|Royalty and license fee income                   |  |                | 1,219  |                |   |             |   |       |     |              |   |       |   |   | 1,219  |  
|Clinical laboratory services                     |  |                |       |                | $ | 12,278       |   |       |     |              |   |       |   |   | 12,278 |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                | 11,456 |                |   | 12,278       |   |       |     |              |   |       |   |   | 23,734 |  
|Operating expenses:                              |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Cost of product revenues                         |  |                | 5,911  |                |   |             |   |       |     |              |   |       |   |   | 5,911  |  
|Cost of clinical laboratory services             |  |                |       |                |   | 7,492        |   |       |     |              |   |       |   |   | 7,492  |  
|Research and development                         |  |                | 1,492  |                |   |             |   | $     | 529  |              |   |       |   |   | 2,021  |  
|Selling, general and administrative              |  |                | 4,299  |                |   | 4,578        |   |       |     |              | $ | 2,663  |   |   | 11,540 |  
|Provision for uncollectible accounts
 receivable |  |                | 13     |                |   | 944          |   |       |     |              |   |       |   |   | 957    |  
|Legal                                            |  |                | 96     |                |   | 71           |   |       |     |              |   | 1,210  |   |   | 1,377  |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Total operating expenses                         |  |                | 11,811 |                |   | 13,085       |   |       | 529  |              |   | 3,873  |   |   | 29,298 |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Operating loss                                   |  |                | (355   | )              |   | (807         | ) |       | (529 | )            |   | (3,873 | ) |   | (5,564 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Other income (expense)                           |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Interest                                         |  |                | 1      |                |   | 1            |   |       |     |              |   | 2      |   |   | 4      |  
|Other                                            |  |                |       |                |   | 7            |   |       |     |              |   | 55     |   |   | 62     |  
|Foreign exchange loss                            |  |                | (64    | )              |   |             |   |       |     |              |   |       |   |   | (64    | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Loss before income taxes                         |  | $              | (418   | )              | $ | (799         | ) | $     | (529 | )            | $ | (3,816 | ) | $ | (5,562 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Depreciation and amortization included
 above    |  | $              | 811    |                | $ | 243          |   | $     | 12   |              | $ | 33     |   | $ | 1,099  |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Share-based compensation included in above:      |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Cost of clinical laboratory services             |  |                |       |                | $ | 3            |   |       |     |              |   |       |   | $ | 3      |  
|Research and development                         |  | $              | 7      |                |   |             |   |       |     |              |   |       |   |   | 7      |  
|Selling, general and administrative              |  |                | 20     |                |   | 18           |   |       |     |              | $ | 271    |   |   | 309    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Total                                            |  | $              | 27     |                | $ | 21           |   |       |     |              | $ | 271    |   | $ | 319    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Capital expenditures                             |  | $              | 83     |                | $ | 248          |   |       |     |              | $ |       |   | $ | 331    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  

12

---



Three months ended January 31, 2010

|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | ------------ | - | ----- | ---- | ------------ | - | ------ | - | - | ------- | -
|                                                 |  | Life
 Sciences |        | Clinical
 Labs |   | Therapeutics |   | Other |      | Consolidated |  
|                                                 |  |                |        |                |   |              |   |       |      |              |  
|Revenues:                                        |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Product revenues                                 |  | $              | 10,767 |                |   |             |   |       |     |              |   |       |   | $ | 10,767  |  
|Royalty and license fee income                   |  |                | 1,839  |                |   |             |   |       |     |              |   |       |   |   | 1,839   |  
|Clinical laboratory services                     |  |                |       |                | $ | 10,580       |   |       |     |              |   |       |   |   | 10,580  |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|                                                 |  |                | 12,606 |                |   | 10,580       |   |       |     |              |   |       |   |   | 23,186  |  
|Operating expenses:                              |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Cost of product revenues                         |  |                | 5,322  |                |   |             |   |       |     |              |   |       |   |   | 5,322   |  
|Cost of clinical laboratory services             |  |                |       |                |   | 6,979        |   |       |     |              |   |       |   |   | 6,979   |  
|Research and development                         |  |                | 1,714  |                |   |             |   | $     | 636  |              |   |       |   |   | 2,350   |  
|Selling, general and administrative              |  |                | 4,979  |                |   | 5,048        |   |       |     |              | $ | 3,515  |   |   | 13,542  |  
|Provision for uncollectible accounts
 receivable |  |                |       |                |   | 510          |   |       |     |              |   |       |   |   | 510     |  
|Legal                                            |  |                | 50     |                |   | 33           |   |       |     |              |   | 743    |   |   | 826     |  
|Litigation settlement and related legal
 costs   |  |                |       |                |   |             |   |       |     |              |   | 3,698  |   |   | 3,698   |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Total operating expenses                         |  |                | 12,065 |                |   | 12,570       |   |       | 636  |              |   | 7,956  |   |   | 33,227  |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Operating income (loss)                          |  |                | 541    |                |   | (1,990       | ) |       | (636 | )            |   | (7,956 | ) |   | (10,041 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Other income (expense)                           |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Interest income                                  |  |                |       |                |   |             |   |       |     |              |   | 5      |   |   | 5       |  
|Other                                            |  |                | (80    | )              |   | 16           |   |       |     |              |   |       |   |   | (64     | )
|Foreign exchange loss                            |  |                | (110   | )              |   |             |   |       |     |              |   |       |   |   | (110    | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Income (loss) before income taxes                |  | $              | 351    |                | $ | (1,974       | ) | $     | (636 | )            | $ | (7,951 | ) | $ | (10,210 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Depreciation and amortization included
 above    |  | $              | 943    |                | $ | 255          |   | $     | 14   |              | $ | 32     |   | $ | 1,244   |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Share-based compensation included in above:      |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Cost of clinical laboratory services             |  |                |       |                | $ | 2            |   |       |     |              |   |       |   | $ | 2       |  
|Research and development                         |  | $              | 3      |                |   |             |   |       |     |              |   |       |   |   | 3       |  
|Selling, general and administrative and
 legal   |  |                | 33     |                |   | 17           |   |       |     |              | $ | 203    |   |   | 253     |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Total                                            |  | $              | 36     |                |   | 19           |   |       |     |              | $ | 203    |   | $ | 258     |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  
|Capital expenditures                             |  | $              | 370    |                | $ | 535          |   |       |     |              | $ | 11     |   | $ | 916     |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |         |  

13

---



Six months ended January 31, 2011

|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | ------------ | - | ----- | ------ | ------------ | - | ------ | - | - | ------ | -
|                                                 |  | Life
 Sciences |        | Clinical
 Labs |   | Therapeutics |   | Other |        | Consolidated |  
|                                                 |  |                |        |                |   |              |   |       |        |              |  
|Revenues:                                        |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Product revenues                                 |  | $              | 20,421 |                |   |             |   |       |       |              |   |       |   | $ | 20,421 |  
|Royalty and license fee income                   |  |                | 4,297  |                |   |             |   |       |       |              |   |       |   |   | 4,297  |  
|Clinical laboratory services                     |  |                |       |                | $ | 24,668       |   |       |       |              |   |       |   |   | 24,668 |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                | 24,718 |                |   | 24,668       |   |       |       |              |   |       |   |   | 49,386 |  
|Operating expenses:                              |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Cost of product revenues                         |  |                | 10,516 |                |   |             |   |       |       |              |   |       |   |   | 10,516 |  
|Cost of clinical laboratory services             |  |                |       |                |   | 15,065       |   |       |       |              |   |       |   |   | 15,065 |  
|Research and development                         |  |                | 2,757  |                |   |             |   | $     | 1,021  |              |   |       |   |   | 3,778  |  
|Selling, general and administrative              |  |                | 8,547  |                |   | 9,098        |   |       |       |              | $ | 4,927  |   |   | 22,572 |  
|Provision for uncollectible accounts
 receivable |  |                | 7      |                |   | 2,025        |   |       |       |              |   |       |   |   | 2,032  |  
|Legal                                            |  |                | 195    |                |   | 161          |   |       |       |              |   | 1,717  |   |   | 2,073  |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Total operating expenses                         |  |                | 22,022 |                |   | 26,349       |   |       | 1,021  |              |   | 6,644  |   |   | 56,036 |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Operating income (loss)                          |  |                | 2,696  |                |   | (1,681       | ) |       | (1,021 | )            |   | (6,644 | ) |   | (6,650 | )
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Other income (expense)                           |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Interest                                         |  |                | (1     | )              |   | (3           | ) |       |       |              |   | 13     |   |   | 9      |  
|Other                                            |  |                | 3      |                |   | 10           |   |       |       |              |   | 63     |   |   | 76     |  
|Foreign exchange loss                            |  |                | (56    | )              |   |             |   |       |       |              |   |       |   |   | (56    | )
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Income (loss) before income taxes                |  | $              | 2,642  |                | $ | (1,674       | ) | $     | (1,021 | )            | $ | (6,568 | ) | $ | (6,621 | )
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Depreciation and amortization included
 above    |  | $              | 1,581  |                | $ | 492          |   | $     | 24     |              | $ | 65     |   | $ | 2,162  |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Share-based compensation included in above:      |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Cost of clinical laboratory services             |  |                |       |                | $ | 6            |   |       |       |              |   |       |   | $ | 6      |  
|Research and development                         |  | $              | 10     |                |   |             |   |       |       |              |   |       |   |   | 10     |  
|Selling, general and administrative              |  |                | 46     |                |   | 33           |   |       |       |              | $ | 551    |   |   | 630    |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Total                                            |  | $              | 56     |                | $ | 39           |   |       |       |              | $ | 551    |   | $ | 646    |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  
|Capital expenditures                             |  | $              | 196    |                | $ | 377          |   |       |       |              | $ |       |   | $ | 573    |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |        |   |   |        |  

14

---



Six months ended January 31, 2010

|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | ------------ | - | ----- | ------ | ------------ | - | ------- | - | - | ------- | -
|                                                 |  | Life
 Sciences |        | Clinical
 Labs |   | Therapeutics |   | Other |        | Consolidated |  
|                                                 |  |                |        |                |   |              |   |       |        |              |  
|Revenues:                                        |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Product revenues                                 |  | $              | 21,511 |                |   |             |   |       |       |              |   |        |   | $ | 21,511  |  
|Royalty and license fee income                   |  |                | 5,150  |                |   |             |   |       |       |              |   |        |   |   | 5,150   |  
|Clinical laboratory services                     |  |                |       |                | $ | 21,690       |   |       |       |              |   |        |   |   | 21,690  |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|                                                 |  |                | 26,661 |                |   | 21,690       |   |       |       |              |   |        |   |   | 48,351  |  
|Operating expenses:                              |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Cost of product revenues                         |  |                | 10,377 |                |   |             |   |       |       |              |   |        |   |   | 10,377  |  
|Cost of clinical laboratory services             |  |                |       |                |   | 13,759       |   |       |       |              |   |        |   |   | 13,759  |  
|Research and development                         |  |                | 3,490  |                |   |             |   | $     | 1,304  |              |   |        |   |   | 4,794   |  
|Selling, general, and administrative             |  |                | 10,126 |                |   | 9,229        |   |       |       |              | $ | 5,767   |   |   | 25,122  |  
|Provision for uncollectible accounts
 receivable |  |                |       |                |   | 1,422        |   |       |       |              |   |        |   |   | 1,422   |  
|Legal                                            |  |                | 76     |                |   | 104          |   |       |       |              |   | 902     |   |   | 1,082   |  
|Litigation settlement and related legal
 costs   |  |                |       |                |   |             |   |       |       |              |   | 3,698   |   |   | 3,698   |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Total operating expenses                         |  |                | 24,069 |                |   | 24,514       |   |       | 1,304  |              |   | 10,367  |   |   | 60,254  |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Operating income (loss)                          |  |                | 2,592  |                |   | (2,824       | ) |       | (1,304 | )            |   | (10,367 | ) |   | (11,903 | )
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Other income (expense):                          |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Interest income                                  |  |                |       |                |   |             |   |       |       |              |   | 14      |   |   | 14      |  
|Other                                            |  |                | (77    | )              |   | 32           |   |       |       |              |   |        |   |   | (45     | )
|Foreign exchange loss                            |  |                | (168   | )              |   |             |   |       |       |              |   |        |   |   | (168    | )
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Income (loss) before income taxes                |  | $              | 2,347  |                | $ | (2,792       | ) | $     | (1,304 | )            | $ | (10,353 | ) | $ | (12,102 | )
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Depreciation and amortization included
 above    |  | $              | 1,609  |                | $ | 490          |   | $     | 27     |              | $ | 61      |   | $ | 2,187   |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Share-based compensation included in above:      |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Cost of clinical laboratory services             |  |                |       |                | $ | 5            |   |       |       |              |   |        |   | $ | 5       |  
|Research and development                         |  | $              | 6      |                |   |             |   |       |       |              |   |        |   |   | 6       |  
|Selling, general and administrative and
 legal   |  |                | 65     |                |   | 42           |   |       |       |              | $ | 462     |   |   | 569     |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Total                                            |  | $              | 71     |                | $ | 47           |   |       |       |              | $ | 462     |   | $ | 580     |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  
|Capital expenditures                             |  | $              | 825    |                | $ | 1,157        |   |       |       |              | $ | 62      |   | $ | 2,044   |  
|                                                 |  |                |        |                |   |              |   |       |        |              |   |         |   |   |         |  

15

---



Note 13 - Contingencies

On or about September 22, 2010, Mayflower Partners, L.P. f/k/a Biomol
International, L.P. (Mayflower) filed an action against Enzo Biochem, Inc.
and Enzo Life Sciences, Inc. (together Enzo) in the United States District
Court for the Southern District of New York, alleging breach of the stock and
asset purchase agreement dated as of May 8, 2008 between Enzo and Mayflower
(the Agreement). Pursuant to the Agreement, the Company acquired the assets
of Mayflower, and agreed, among other things, to make certain contingent
earn-out payments to Mayflower, accounted for as additional purchase price
consideration, if certain performance thresholds were met for each of the two
annual periods following the closing. Mayflower alleges that Enzo breached the
Agreement by allegedly failing to operate the acquired business in good faith
during the second earn-out period and engaging in conduct the primary purpose
of which was to avoid making a second earn-out period payment under the
Agreement. In addition, Mayflower claims that Enzo breached the Agreement by
allegedly failing to provide the documentation appropriate to support the
calculation of defined financial criteria for the second earn-out period as
required under the Agreement. As part of the litigation, Mayflower moved by
Order to Show cause to enjoin the accounting procedure specified under the
Agreement. Mayflowers motion was heard by a U.S. District Court Judge on
September 27, 2010, who directed that the parties first go forward with the
accounting procedure, as provided under the Agreement, before moving further
with the litigation. The parties were unable to resolve the dispute
through the accounting procedure. On January 27, 2011, Mayflower filed an
amended complaint. On February 25, 2011, Enzo filed an answer to the amended
complaint and on March 4, 2011 filed an amended counterclaim seeking fees and
expense of the suit as provided under the Agreement. As provided under the Agreement,
Mayflowers maximum recovery in the event that it is successful on either the
accounting or in litigation is settlement of the $2.5 million contingent
earn-out in either Enzo common stock or cash, as set forth in the Agreement,
plus attorneys fees. Enzo denies that it is in breach of the Agreement and
will vigorously defend the suit.

Lawrence F. Glaser and Maureen
      Glaser, individually and on behalf of Kimberly, Erin, Hannah, and Benjamin
      Glaser v. Hyman Gross, Barry Weiner, Enzo Biochemical Inc., Elazar Rabbani,
      Shahram Rabbani, John Delucca, Dean Engelhardt, Richard Keating, Doug Yates,
      and Does 1-50, Case No. CA-02-1242-A, U.S. District Court for the Eastern
      District of Virginia. This action was commenced on or about March 6, 2002
      by an investor in the Company who had filed for bankruptcy protection and
      for his family. The complaint alleged securities and common law fraud and
      breach of fiduciary duty and sought in excess of $150 million in damages.
      On August 22, 2002, the complaint was voluntarily dismissed; however a
      new substantially similar complaint was filed at the same time. On October
      21, 2002, the Company and the other defendants filed a motion to dismiss
      the complaint, and the plaintiffs responded by amending the complaint and
      dropping their claims against defendants Keating and Yates. On November
      18, 2002, the Company and the other defendants again moved to dismiss the
      Amended Complaint. On July 16, 2003, the Court issued a Memorandum Opinion
dismissing the Amended Complaint in its entirety with prejudice. Plaintiffs
thereafter moved for reconsideration but the Court denied the motion on
September 8, 2003. Plaintiffs thereafter appealed the decision to the United
States Court of Appeals for the Fourth Circuit. On March 21, 2005, the Fourth
Circuit affirmed the lower Courts prior dismissal of all claims asserted
in the action with the sole exception of a portion of the claim for common law
fraud and remanded that remaining portion of the action to the U.S. District
Court for the Eastern District of Virginia. On May 20, 2005, defendants again
moved the District Court to dismiss the sole remaining claim before it. On July
14, 2005, the District Court granted defendants renewed motion to dismiss.
On July 29, 2005, Plaintiffs moved to amend their Complaint and for
reconsideration. On August 19, 2005, the Court denied Plaintiffs motion
to amend and entered final judgment dismissing the Complaint. Plaintiffs then
appealed the order and judgment to the Fourth Circuit. On September 21, 2006,
the United States Court of Appeals for the Fourth Circuit affirmed the
dismissal of the Complaint. Thereafter, in March 2007, the United States
Supreme Court denied the Glazers Petition for Certiorari. Nevertheless,
on January 14, 2011, many years after it was finally dismissed, Glaser filed
a motion for reconsideration of the dismissal of his case with the United States
District Court for the Eastern District of Virginia, along with a motion for
sanctions, claiming in pertinent part that the Court was defrauded. The Company
has filed papers in opposition to the motion which is currently pending before
the Court. The Company believes that the Glazers latest
filing is frivolous and that it will be rejected by the Court, and intends in
all events to defend vigorously any effort to re-open this long ago dismissed
action.

16

---



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 consolidated financial statements
and related notes and other information included elsewhere in this Quarterly
Report on Form 10-Q.

Forward-Looking Statements

Our disclosure and analysis in this report, including but not limited
to the information discussed in this Item 2, contain forward-looking
information about our Companys financial results and estimates, business
prospects and products in research and development that involve substantial
risks and uncertainties. From time to time, we also may provide oral or written
forward-looking statements in other materials we release to the public.
Forward-looking statements give our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historic or current facts. They use words such as anticipate,
estimate, expect, project, intend, plan, believe, will, and other words
and terms of similar meaning in connection with any discussion of future
operations or financial performance. In particular, these include statements
relating to future actions, prospective products or product approvals, future
performance or results of current and anticipated products, sales efforts,
expenses, interest rates, foreign exchange rates, intellectual property
matters, the outcome of contingencies, such as legal proceedings, and financial
results.

We cannot guarantee that any forward-looking statement will be
realized, although we believe we have been prudent in our plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and inaccurate assumptions. Should known or unknown risks or uncertainties
materialize, or should underlying assumptions prove inaccurate, actual results
could vary materially from past results and those anticipated, estimated or projected.
As a result, investors are cautioned not to place undue reliance on any of our
forward-looking statements. Investors should bear this in mind as they consider
forward-looking statements.

We do not assume any obligation to update or revise any forward-looking
statement that we make, even if new information becomes available or other
events occur in the future. We are also affected by other factors that may be
identified from time to time in our filings with the Securities and Exchange
Commission, some of which are set forth in Item 1A - Risk Factors in our Form
10-K filing for the 2010 fiscal year. You are advised to consult any further
disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports
to the Securities and Exchange Commission. Although we have attempted to
provide a list of important factors which may affect our business, investors
are cautioned that other factors may prove to be important in the future and
could affect our operating results. You should understand that it is not
possible to predict or identify all such factors or to assess the impact of
each factor or combination of factors on our business. Consequently, you should
not consider any such list to be a complete set of all potential risks or
uncertainties.

Overview

The Company is a growth-oriented integrated life sciences and
biotechnology company focused on harnessing biological processes to develop
research tools, diagnostics and therapeutics and serves as a provider of test
services, including esoteric tests, to the medical community. Since our
founding in 1976, our strategic focus has been on the development of enabling
technologies in research, development, manufacture, licensing and marketing of
innovative health care products, platforms and services based on molecular and
cellular technologies. Our pioneering work in genomic analysis coupled with its
extensive patent estate and enabling platforms have strategically positioned
the Company to play an important role in the rapidly growing life sciences and
molecular medicine marketplaces.

We are comprised of three wholly owned operating segments that have
evolved out of our core competencies: the use of nucleic acids as informational
molecules and the use of compounds for immune modulation. Below are brief descriptions
of each of the three operating segments (see Note 12 in the Notes to
Consolidated Financial Statements):

Enzo Life Sciencesmanufactures, develops and markets
functional biology and cellular biochemistry products and tools to research and
pharmaceutical customers world-wide and has amassed a large patent and
technology portfolio. Enzo Life Sciences, Inc. is a recognized leader in
labeling and detection technologies across research and diagnostic markets. Our
portfolio of proteins, antibodies, peptides, small molecules, labeling probes,
dyes and kits provides life science researchers tools for target
identification/validation, high content analysis, gene expression analysis,
nucleic acid detection, protein biochemistry and detection, and cellular
analysis. We are internationally recognized and acknowledged as a leader in
manufacturing, in-licensing, and commercialization of over 9,000 of our own
products and in addition distribute over 30,000 products made by over 40 other
original manufacturers.

17

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Our strategic focus is directed to innovative high quality research
reagents and kits in the primary key research areas of protein homeostasis,
epigenetics, live cell analysis, molecular biology and immunoassays. The
segment is an established source for a comprehensive panel of products to
scientific experts in the fields of Natural Products/Antibiotics, Autophagy,
Cancer, Cell Cycle, Cell Death, Cell Signaling, Cellular Analysis,
Endocrinology/Hormones, DNA regulation, Compound Screening, Genomics/Molecular
Biology, GPCRs, Immunology, Inflammation, Metabolism, Neuroscience, Nitric
Oxide pathway, Obesity/Adipokines, Oxidative Stress, Proteases and Proteosomes,
Protein Expression and modification, Signal Transduction, Stress/Heat Shock
proteins and Ubiquitin/Ubl signaling.

Enzo Clinical Labsis a regional clinical laboratory
serving the greater New York, New Jersey and Eastern Pennsylvania medical
communities. The Company believes having clinical diagnostic services allows us
to capitalize firsthand on our extensive advanced molecular and cytogenetic
capabilities and the broader trends in predictive and personalized diagnostics.
We offer a menu of routine and esoteric clinical laboratory tests or procedures
used in general patient care by physicians to establish or support a diagnosis,
monitor treatment or medication, or search for an otherwise undiagnosed
condition. We operate a full-service clinical laboratory in Farmingdale, New
York, a network of approximately 30 patient service centers throughout greater
New York, New Jersey and Eastern Pennsylvania, a stand alone stat or rapid
response laboratory in New York City, and a full-service phlebotomy and
logistics department.

Enzo Therapeuticsis a biopharmaceutical venture that
has developed multiple novel approaches in the areas of gastrointestinal,
infectious, ophthalmic and metabolic diseases, many of which are derived from
the pioneering work of Enzo Life Sciences. The Company has focused its efforts
on developing treatment regimens for diseases and conditions in which current
treatment options are ineffective, costly, and/or cause unwanted side effects.
This focus has generated a clinical and preclinical pipeline, as well as more
than 40 patents and patent applications.

18

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Results of
Operations
Three months ended January 31, 2011 as compared to January 31, 2010

Comparative Financial Data for the Three Months Ended January 31,



|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|------------------------------------------------ |  | ---- | ------ | ---- | - | -------------------- | - | -------- | ------ | - |  | ---- | --
|                                                 |  | 2011 |        | 2010 |   | Increase
 (Decrease) |   | % Change |       
|                                                 |  |      |        |      |   |                      |   |          |       
|Revenues:                                        |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Product revenues                                 |  | $    | 10,237 |      | $ | 10,767               |   | $        | (530   | ) |  | (5   | )%
|Royalty and
 license fee income                  |  |      | 1,219  |      |   | 1,839                |   |          | (620   | ) |  | (34  | ) 
|Clinical
 laboratory services                    |  |      | 12,278 |      |   | 10,580               |   |          | 1,698  |   |  | 16   |   
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Total revenues                                   |  |      | 23,734 |      |   | 23,186               |   |          | 548    |   |  | 2    |   
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Operating expenses:                              |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Cost of product
 revenues                        |  |      | 5,911  |      |   | 5,322                |   |          | 589    |   |  | 11   |   
|Cost of clinical
 laboratory services            |  |      | 7,492  |      |   | 6,979                |   |          | 513    |   |  | 7    |   
|Research and
 development                        |  |      | 2,021  |      |   | 2,350                |   |          | (329   | ) |  | (14  | ) 
|Selling, general,
 and administrative            |  |      | 11,540 |      |   | 13,542               |   |          | (2,002 | ) |  | (15  | ) 
|Provision for
 uncollectible accounts receivable |  |      | 957    |      |   | 510                  |   |          | 447    |   |  | 88   |   
|Legal                                            |  |      | 1,377  |      |   | 826                  |   |          | 551    |   |  | 67   |   
|Litigation
 settlement and related legal costs   |  |      |       |      |   | 3,698                |   |          | (3,698 | ) |  | (100 | ) 
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Total operating
 expenses                        |  |      | 29,298 |      |   | 33,227               |   |          | (3,929 | ) |  | (12  | ) 
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Operating loss                                   |  |      | (5,564 | )    |   | (10,041              | ) |          | 4,477  |   |  | 45   |   
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Other income
 (expense):                         |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Interest income                                  |  |      | 4      |      |   | 5                    |   |          | (1     | ) |  | (20  | ) 
|Other                                            |  |      | 62     |      |   | (64                  | ) |          | 126    |   |  | 197  |   
|Foreign currency
 loss                           |  |      | (64    | )    |   | (110                 | ) |          | 46     |   |  | 42   |   
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Loss before income
 taxes                        |  | $    | (5,562 | )    | $ | (10,210              | ) | $        | 4,648  |   |  | 46   |   
|                                                 |  |      |        |      |   |                      |   |          |        |   |  |      |   

Consolidated Results:

The 2011 period and the 2010 period refer to the three months ended
January 31, 2011 and 2010, respectively.

Product revenues during the 2011 period was $10.2 million as compared
to $10.7 million in the 2010 period, a decrease of $0.5 million or 5%,
primarily due to the termination of certain supply agreements by the suppliers.
The Company continuously analyzes the market to identify and enter into
agreements with new suppliers.

Royalty and license fee income during the 2011 period was $1.2 million
compared to $1.8 million in the 2010 period, a decrease of $0.6 million or 34%.
The 2011 period royalties were earned from the reported net sales of Qiagen
products subject to a license agreement and represent an increase of $0.1
million as compared to Qiagen royalties of $1.1 million in the 2010 period.
During the 2011 period, the Company recognized no royalties or license fees
from the Abbott licensing agreement. Abbott has notified Enzo that they have
made a final royalty payment because they are unaware of any non-expired
patents. Enzo is presently reviewing its patent portfolio and Abbotts position.
The licensing agreement between the parties remains in full force and effect
and Enzo continues its commercialization efforts under the contract terms. In
the 2010 period, royalties and license fees from the Abbott licensing agreement
were $0.7 million. There are no direct expenses relating to royalty and license
fee income.

Clinical laboratory revenues during the 2011 period were $12.3 million
compared to $10.6 million in the 2010 period, an increase of $1.7 million or
16%. During the 2011 period, revenue increased due to net organic growth of 10%
and an incremental increase of 6% in revenue related to a new payer contract
with Empire Blue Cross of New York, effective August 1, 2010.

19

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The cost of product revenues during the 2011 period was $5.9 million compared to $5.3 million in the 2010 period, an increase of $0.6 million or 11%. During the 2011 period, the Company recorded a $0.7 million out of period adjustment to increase cost of product revenues to correct for immaterial errors in the computation of the intercompany inventory profit elimination related to the three months ended October 31, 2010. The adjustment increased the three months ended January 31, 2011 net loss and net loss per share by $0.7 million and $0.02 per share, respectively. As a result of recording this adjustment during the three months ended January 31, 2011, the financial statements as of and for the six months ended January 31, 2011 are correctly stated. The 2011 period was also negatively impacted by higher salaries and other costs of production and the effect of volume and mix. The above increases were offset by lower costs attributed to the decline in product revenues.

The cost of clinical laboratory services during the 2011 period was
$7.5 million as compared to $7.0 million in the 2010 period, an increase of
$0.5 million or 7%. The Company incurred increased costs due to higher reagent
costs and supplies of $0.5 million attributed to increased service volume, and
higher personnel related costs of $0.2 million offset by a decrease in outside
reference lab costs of $0.2 million. Reagent costs increased due to higher
service volume and for certain tests that were previously sent to outside
reference labs.

Research and development expenses were approximately $2.0 million
during the 2011 period, compared to $2.3 million in the 2010 period, a decrease
of $0.3 million or 14%. The decrease was attributed to lower costs of $0.2
million at Enzo Life Sciences primarily due to the realignment of the research
and development workforce that occurred in July 2010 and a $0.1 million decline
in clinical trial and related activities at the Therapeutics segment.

Selling, general and administrative expenses were
    approximately $11.5 million during the 2011 period as compared to $13.5 million
    in the 2010 period, a decrease of $2.0 million or 15%. The Enzo Life Sciences
    segment experienced a decrease of $0.7 million in the 2011 period primarily
    attributed to a decline of $0.2 million of marketing costs due to refocused
    spending, a $0.2 million decline in payroll related costs, $0.1 million decline
    related to changes in expense allocation, and the balance due to general
    decreases. At the Clinical Labs segment selling, general and administrative
    expenses decreased by $0.5 million primarily due to a decline in payroll
    of $0.1 million, a decrease in group medical benefit costs of $0.3 million,
    and a $0.2 million decrease in the 401(k) employer match which has been accrued
    quarterly as compared to the annual discretionary employer match in the 2010
    period offset by a $0.1 million increase in sales commissions directly attributed
    to the increase in service revenues.. The Other segments
    general and administrative expenses decreased by $0.8 million during the
    2011 period primarily due to decreases in outside consulting costs of $0.3
    million, professional fees of $0.2 million and payroll and payroll related
    costs of $0.3 million due to quarterly bonus accruals in the 2011 period,
    as compared to annual discretionary bonus in the 2010 period.

The provision for uncollectible accounts receivable, primarily relating
to the Clinical Labs segment was $0.9 million for the 2011 period as compared
to $0.5 million in the 2010 period, an increase of $0.4 million or 88%. As a
percentage of Clinical Labs revenues the provision for uncollectible accounts
increased to 7.8% in the 2011 period as compared to 4.8% in the 2010 period.
The increase is attributed to the additional provision required due to
increased service volume and changes in payer mix.

Legal expense was $1.4 million during the 2011 period
    compared to $0.8 million in the 2010 period, an increase of $0.6 million
    or 67% due to overall increases in legal services in the 2011 period relating
to general legal and proxy matters.

During the 2010 period, in connection with the litigation settlement
with Mr. Shahram K. Rabbani to settle all of his claims against the Company and
certain of its executive officers, the Company agreed to pay a lump sum payment
of $2.7 million. The Company recorded a settlement expense of approximately
$3.7 million, consisting of the lump sum payment of $2.7 million and
approximately $1.0 million of legal expenses incurred in connection with the
claims.

20

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Segment Results

The Life Sciences segments loss before taxes
    was $0.4 million for the 2011 period as compared to income before taxes of
    $0.4 million for the 2010 period. Product revenues decreased by $0.5 million
    in the 2011 period primarily due to termination of certain supply agreements
    by the suppliers. The Company continuously analyzes the market to identify
    and enter into agreements with new suppliers. Royalty and license fee income
    decreased by $0.6 million in the 2011 period due to the decrease in royalties
    from the Abbott license agreement. The segments 2011 period gross profit
    of $5.5 million was negatively impacted by the previously discussed changes
    in revenues and cost of product revenues. The segments other operating
    expenses, including selling, general and administrative, legal and research
    and development, decreased by approximately $0.8 million during the 2011
    period due to the lower marketing and selling expenses attributed to refocused
    and lower planned spending, lower payroll related costs, reduced research
    and development expenses principally due to the realignment of research and
    development workforce that occurred in July 2010, and the balance attributed
    to a decline in other general costs also part of the effort to reduce and
    refocus spending.

The Clinical Labs segments loss before taxes
    was $0.8 million for the 2011 period as compared to a loss of $2.0 million
    in the 2010 period. The revenue from laboratory services increased in the
    2011 period by $1.7 million or 16% due to increased service volume due to
    net organic growth and the increased revenue due to the new payer contract
    with Empire Blue Cross of New York, effective August 2010. The 2011 period
    gross profit of $4.8 million increased due to the previously discussed changes
    in revenues and cost of clinical laboratory services volume. In the 2011
    period, selling, general and administrative expense decreased by approximately
    $0.5 million primarily due to decreases in payroll, group medical benefit
    related costs, and 401(k) employer match costs, partially offset by increases
    in sales commissions. As a percentage of revenues, selling, general and administrative
    decreased to 37% from 48%. The provision for uncollectible accounts receivables
    increased by $0.4 million as compared to the 2010 period due the increased
revenues and changes in payer mix.

The Therapeutics segments loss before income taxes was approximately
$0.5 million for the 2011 period as compared to $0.6 million for the 2010
period. The decrease of $0.1 million in the 2011 period was primarily due to
decreases in clinical trial activities due to the timing of such expenses being
incurred and decreases in payroll related expenses.

The Other segments loss before taxes for the
    2011 period was approximately $3.8 million as compared to $7.9 million in
    the 2010 period, a decrease of $4.1 million. For the 2011 period overall
    general and administrative expenses decreased by $0.8 million, including
    professional fees and payroll and benefit costs, partially attributed to
    the quarterly recording of bonuses as compared to the annual recording of
    discretionary bonuses in the 2010 period. Legal costs
    increased by $0.4 million over the 2010 period due increased general legal
    matters and proxy related costs. The 2010 period loss includes the litigation
    settlement and related legal costs of $3.7 million.

21

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Results of Operations
Six months ended January 31, 2011 as compared to January 31, 2010

Comparative Financial Data for the Six Months Ended January 31,

|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|----------------------------------------------- |  | ---- | ------ | ---- | - | -------------------- | - | -------- | ------ | - |  | ---- | --
|                                                |  | 2011 |        | 2010 |   | Increase 
(Decrease) |   | % Change |       
|                                                |  |      |        |      |   |                      |   |          |       
|Revenues:                                       |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Product revenues                                |  | $    | 20,421 |      | $ | 21,511               |   | $        | (1,090 | ) |  | (5   | )%
|Royalty and license fee income                  |  |      | 4,297  |      |   | 5,150                |   |          | (853   | ) |  | (17  | ) 
|Clinical laboratory services                    |  |      | 24,668 |      |   | 21,690               |   |          | 2,978  |   |  | 14   |   
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Total revenues                                  |  |      | 49,386 |      |   | 48,351               |   |          | 1,035  |   |  | 2    |   
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Operating expenses:                             |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Cost of product revenues                        |  |      | 10,516 |      |   | 10,377               |   |          | 139    |   |  | 1    |   
|Cost of clinical laboratory services            |  |      | 15,065 |      |   | 13,759               |   |          | 1,306  |   |  | 9    |   
|Research and development                        |  |      | 3,778  |      |   | 4,794                |   |          | (1,016 | ) |  | (21  | ) 
|Selling, general, and administrative            |  |      | 22,572 |      |   | 25,122               |   |          | (2,550 | ) |  | (10  | ) 
|Provision for uncollectible accounts
receivable |  |      | 2,032  |      |   | 1,422                |   |          | 610    |   |  | 43   |   
|Legal                                           |  |      | 2,073  |      |   | 1,082                |   |          | 991    |   |  | 92   |   
|Litigation settlement and related legal
costs   |  |      |       |      |   | 3,698                |   |          | (3,698 | ) |  | (100 | ) 
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Total operating expenses                        |  |      | 56,036 |      |   | 60,254               |   |          | (4,218 | ) |  | (7   | ) 
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Operating loss                                  |  |      | (6,650 | )    |   | (11,903              | ) |          | 5,253  |   |  | 44   |   
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Other income (expense):                         |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Interest income                                 |  |      | 9      |      |   | 14                   |   |          | (5     | ) |  | (36  | ) 
|Other                                           |  |      | 76     |      |   | (45                  | ) |          | 121    |   |  | 269  |   
|Foreign currency loss                           |  |      | (56    | )    |   | (168                 | ) |          | 112    |   |  | 67   |   
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   
|Loss before income taxes                        |  | $    | (6,621 | )    | $ | (12,102              | ) | $        | 5,481  |   |  | 45   |   
|                                                |  |      |        |      |   |                      |   |          |        |   |  |      |   

Consolidated Results:

The 2011 period and the 2010 period refer to the six months ended
January 31, 2011 and 2010, respectively.

Product revenues in the 2011 period was $20.4 million as compared to
$21.5 million in the 2010 period, a decrease of $1.1 million or 5% primarily
due to the termination of certain supply agreements by the suppliers. The
Company continuously analyzes the market to identify and enter into agreements
with new suppliers. The negative impact of foreign exchange was $0.1 million.

Royalty and license fee income during the 2011 period was $4.3 million
compared to $5.1 million in the 2010 period, a decrease of $0.8 million or 17%.
Royalties are primarily earned from the reported net sales of Qiagen products
subject to a license agreement. During both the 2011 and 2010 periods, the
Company recognized royalties of approximately $3.7 million from Qiagen. During
the 2011 period, the Company recognized royalties and license fees from the
Abbott license agreement of $0.5 million, a decrease of $0.9 million compared
to the 2010 period. Abbott has notified Enzo that they have made a final
royalty payment because they are unaware of any non-expired patents. Enzo is
presently reviewing its patent portfolio and Abbotts position. The Licensing
Agreement between the parties remains in full force and effect and Enzo
continues its commercialization efforts under the contract terms. The Company
earned other royalties of $0.1 million during the 2011 period. There are no
direct expenses relating to royalty and license fee income.

Clinical laboratory revenues during the 2011 period were $24.7 million
compared to $21.7 million in the 2010 period, an increase of $3.0 million or
14%. During the 2011 period, revenue increased due to increased service volume
from net organic growth of 9% and an incremental increase of 5% in revenue
related to a new payer contract with Empire Blue Cross of New York, effective
August 1, 2010.

22

---



The cost of product revenues during the 2011 period
    was $10.5 million compared to $10.4 million in the 2010 period, an increase
    of $0.1 million or 1%. Although product sales declined during the 2011 period,
    cost of product revenues was negatively impacted by higher salaries,
    other costs of production and product mix aggregating $0.6 million.

The cost of clinical laboratory services during the 2011 period was
$15.1 million as compared to $13.8 million in the 2010 period, an increase of
$1.3 million or 9%. The Company incurred increased costs attributed to
increased service volume such as higher reagent costs and supplies of $1.0
million, and higher laboratory personnel and related costs of $0.5 million
offset by a decrease in outside reference lab costs of $0.2 million. Reagent
costs increased due to higher service volume and for certain tests that were
previously sent to outside reference labs. Laboratory personnel and related
costs increased primarily from the expansion of the patient service centers and
incremental costs for a senior management individual hired during the second
half of fiscal year 2010 offset by the realignment of personnel in July 2010
and other personnel related costs.

Research and development expenses were approximately $3.8 million
during the 2011 period, compared to $4.8 million in the 2010 period, a decrease
of $1.0 million or 21%. The decrease was attributed to lower costs of $0.7
million at Enzo Life Sciences primarily due to the realignment of the research
and development workforce that occurred in July 2010 and a $0.3 million decline
in clinical trial and related activities and payroll costs at the Therapeutics
segment.

Selling, general and administrative expenses were
    approximately $22.6 million during the 2011 period as compared to $25.1 million
    in the 2010 period, a decrease of $2.5 million or 10%. The Enzo Life Sciences
    segments selling,
general and administrative expenses declined by $1.6 million in the 2011
period, comprised of a decline of $0.8 million of marketing costs due to
refocused and lower planned spending, a $0.5 million decline in payroll related
costs, a $0.1 million decline related to changes in expense allocation, and the
    balance to a decline in other general costs. The Clinical Labs segments
    selling, general and administrative costs decreased by $0.1 million due to
    decreased group medical benefit costs of $0.3 million and $0.1 million in
    401(k) employer match as compared to the annual discretionary match in the
    2010 period, offset by increases in payroll costs of $0.1 million due to
    quarterly bonus accruals in the 2011 period as compared to the annual discretionary
    bonus in the 2010 period, and an increase of $0.2 million in sales commissions
    attributed to the increase in service volume. The Other segments general
    and administrative expenses decreased by $0.8 million primarily due to the
    decreases in outside consulting costs of $0.5 million and professional fees
    of $0.3 million.

The provision for uncollectible accounts receivable,
    primarily relating to the Clinical Labs segment was $2.0 million for the
    2011 period as compared to $1.4 million in the 2010 period, an increase of
    $0.6 million. As a percentage of revenues the provision for uncollectible
    accounts increased to 8.2% in the 2011 period as compared to 6.6% in the
    2010 period. The increase is attributed the additional provision required
    due to increased service volume and changes in payer mix.

Legal expense was $2.1 million during the 2011 period compared to $1.1
million in the 2010 period. After giving effect to the non-recurring
reimbursement in the 2010 period of $0.5 million in legal costs under our
insurance policy, the overall increase in legal services in the 2011 period
relates to general legal and proxy related matters.

During the 2010 period, in connection with the litigation settlement
with Mr. Shahram K. Rabbani to settle all of his claims against the Company,
and certain of its executive officers, the Company agreed to pay a lump sum
payment of $2.7 million. The Company recorded a settlement expense of
approximately $3.7 million, consisting of the lump sum payment of $2.7 million
and approximately $1.0 million of legal expenses incurred in connection with
the claims.

During the 2011 and 2010 periods, the loss on foreign currency
transactions was $0.1 million and $0.2 million respectively. The 2011 period
loss was due to the impact European currency fluctuations had on settled
transactions. The 2010 period loss was primarily due to a non-cash loss on an
intercompany term loan denominated in British pounds sterling.

23

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Segment Results

The Life Sciences segments income before taxes
    was $2.6 million for the 2011 period as compared to $2.3 million for the
    2010 period. Product revenues decreased by $1.1 million in the 2011 period
    primarily due to termination of certain supply agreements by the suppliers.
    The Company continuously analyzes the market to identify and enter into agreements
    with new suppliers. The decrease in royalty and license fee income of $0.8
    million in the 2011 period was attributed to decreases in royalty and fee
    income from the Abbott license agreement after the first quarter of the 2011
    period. The segments gross profit of $14.2 million in the 2011 period
    was negatively impacted by the previously discussed changes in revenues and
    cost of product revenues. The segments other operating expenses, including
    selling, general and administrative, legal and research and development,
    decreased by approximately $2.2 million during the 2011 period primarily
    due to the lower marketing and selling expenses attributed to refocused and
    lower planned spending, a decline in payroll related costs, reduced research
    and development expenses principally due to the realignment of research and
    development workforce that occurred in July 2010, and the balance to a decline
    in other general costs, also part of the effort to reduce and refocus spending.

The Clinical Labs segments loss before taxes
    was $1.7 million for the 2011 period as compared to a loss of $2.8 million
    in the 2010 period. The revenue from laboratory services increased in the
    2011 period by $3.0 million due to increased service volume from net organic
    growth of 9% and the 5% increase in revenue due to the new payer contract
    with Empire Blue Cross of New York effective August 2010. The 2011 period
    gross profit of $9.6 million improved over the 2010 period due to the previously
    discussed changes in service revenues and cost of laboratory services. Selling,
    general and administrative expense decreased by approximately $0.1 million
    primarily due to decreases in group medical benefit costs and 401(k) employer
    match, partially offset by increases in payroll and sales commissions costs.
    The provision for uncollectible accounts receivables increased by $0.6 million
    as compared to the 2010 period due to the increase in service volume and
    changes in payer mix.

The Therapeutics segments loss before income taxes was approximately
$1.0 million for the 2011 period as compared to a loss of $1.3 million for the
2010 period. The decrease in the segment loss of $0.3 million was primarily due
to decreases in clinical trial activities due to timing of such expenses being
incurred and a decrease in payroll related expenses.

The Other segments loss before taxes for the
    2011 period was approximately $6.6 million as compared to $10.4 million in
    the 2010 period, a decrease of $3.8 million. During the 2011 period, there
    was an increase in other income of $0.1 million and a decrease of $0.8 million
    in selling, general and administrative due to lower consulting costs and
    professional fees, partially attributed to the July 2010 planned cost reductions
    offset by an increase of $0.8 million in legal fees for general legal and
    proxy related costs. Further, the 2010 period loss included a litigation
    settlement and related legal costs of $3.7 million.

Liquidity and Capital Resources

At January 31, 2011, the Company had cash and cash
    equivalents of $9.0 million and short-term investments of $21.8 million,
    or $30.8 million in aggregate as compared to $33.6 million at July 31, 2010.
    Short term investments are in U.S. Government Treasury bills. The Company
    had working capital of $37.5 million at January 31, 2011 compared to $42.2
    million at July 31, 2010. The decrease in working capital of $4.7 million
    was primarily the result of the net loss and funding capital expenditures
    during the 2011 period.

Net cash used in operating activities for the six months ended January
31, 2011 was approximately $2.2 million as compared to $3.7 million for the six
months ended January 31, 2010. The decrease in net cash used in operating
activities in the 2011 period over the 2010 period of approximately $1.6
million was primarily attributed to the decrease in the net loss of $5.3
million, and an increase in non-cash adjustments in the 2011 period over the
2010 period of $0.6 million offset by a net decrease in the changes in
operating assets and liabilities of $4.3 million from the 2010 to 2011 period,
primarily relating to accounts receivable, inventories and accrued liabilities.

Net cash provided by investing activities was approximately $2.3
million compared to $4.9 million in the year ago period, a decrease of $2.7
million. The decrease is primarily due to the net maturities of short term
investments in US Government instruments of $3.0 million in the 2011 period as
compared to $7.0 million in the 2010 period offset by capital expenditures of
$0.6 million in 2011 period as compared to $2.0 million in the 2010 period.

24

---



Biomol International L.P.

On or about September 22, 2010, Mayflower Partners, L.P. f/k/a Biomol
International, L.P. (Mayflower) filed an action against Enzo Biochem, Inc.
and Enzo Life Sciences, Inc. (together Enzo) in the United States District
Court for the Southern District of New York, alleging breach of the stock and
asset purchase agreement dated as of May 8, 2008 between Enzo and Mayflower
(the Agreement). Pursuant to the Agreement, the Company acquired the assets
of Mayflower, and agreed, among other things, to make certain contingent
earn-out payments to Mayflower, accounted for as additional purchase price
consideration, if certain performance thresholds were met for each of the two
annual periods following the closing. Mayflower alleges that Enzo breached the
Agreement by allegedly failing to operate the acquired business in good faith
during the second earn-out period and engaging in conduct the primary purpose
of which was to avoid making a second earn-out period payment under the
Agreement. In addition, Mayflower claims that Enzo breached the Agreement by
allegedly failing to provide the documentation appropriate to support the
calculation of defined financial criteria for the second earn-out period as
required under the Agreement. As part of the litigation, Mayflower moved by
Order to Show cause to enjoin the accounting procedure specified under the Agreement.
Mayflowers motion was heard by a U.S. District Court Judge on September 27,
2010, who directed that the parties first go forward with the accounting
procedure, as provided under the Agreement, before moving further with the
litigation. The parties were unable to resolve the dispute through the
accounting procedure. On January 27, 2011, Mayflower filed an amended
complaint. On February 25, 2011, Enzo filed an answer to the amended complaint
and on March 4, 2011 filed an amended counterclaim seeking fees and expense of
the suit as provided under the Agreement. As provided under the Agreement, Mayflowers maximum
recovery in the event that it is successful on either the accounting or in
litigation is settlement of the $2.5 million contingent earn-out in either Enzo
common stock or cash, as set forth in the Agreement, plus attorneys fees. Enzo
denies that it is in breach of the Agreement and will vigorously defend the
suit.

The Company believes that its current cash position is sufficient for
its foreseeable liquidity and capital resource needs over the next 12 months,
although there can be no assurance that future events will not alter such view.

Contractual Obligations

There have been no material changes to our Contractual Obligations as
reported in our Form 10-K for the fiscal year ended July 31, 2010.

Management is not aware of any material claims, disputes or settled
matters concerning third party reimbursement that would have a material effect
on our financial statements.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements as such
term is defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies

The Companys discussion and analysis of its financial condition and
results of operations are based upon Enzo Biochem, Inc.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 ongoing basis, we evaluate our estimates,
including those related to contractual adjustments, allowance for uncollectible
accounts, inventory, 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.

Product revenues

Revenues from product sales are recognized when the products are
shipped and title transfers, the sales price is fixed or determinable and
collectibility is reasonably assured.

Royalties

Royalty revenues are recorded in the period earned. Royalties received
in advance of being earned are recorded as deferred revenues.

25

---



License fees and multiple element
arrangements

When evaluating multiple element arrangements, the Company considers
whether the components of the arrangement represent separate units of
accounting, which requires subjective determinations and requires management to
make judgments about the fair value of the individual elements and whether such
elements are separable from the other aspects of the contractual relationship.

Revenues  Clinical laboratory services

Revenues from Clinical Labs 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
adjustment, 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 Labs segments net revenues
and percentages by revenue category for the three and six months ended January
31, 2011 and 2010:

Net revenues

|                  |  |                                     |        |                                     |  |     |   |   |        |  |  |     |  
|----------------- |  | ----------------------------------- | ------ | ----------------------------------- |  | --- | - | - | ------ |  |  | --- | -
|                  |  | Three months ended
January 31, 2011 |        | Three months ended
January 31, 2010 | 
|                  |  |                                     |        |                                     | 
|Revenue category  |  |                                     |        |                                     |  |     |   |   |        |  |  |     |  
|Medicare          |  | $                                   | 2,845  |                                     |  | 23  | % | $ | 2,716  |  |  | 26  | %
|Third-party payer |  |                                     | 5,703  |                                     |  | 46  |   |   | 4,681  |  |  | 44  |  
|Patient self-pay  |  |                                     | 2,512  |                                     |  | 21  |   |   | 2,020  |  |  | 19  |  
|HMOs             |  |                                     | 1,218  |                                     |  | 10  |   |   | 1,163  |  |  | 11  |  
|                  |  |                                     |        |                                     |  |     |   |   |        |  |  |     |  
|Total             |  | $                                   | 12,278 |                                     |  | 100 | % | $ | 10,580 |  |  | 100 | %
|                  |  |                                     |        |                                     |  |     |   |   |        |  |  |     |  

Net revenues

|                  |  |                                   |        |                                   |  |     |   |   |        |  |  |     |  
|----------------- |  | --------------------------------- | ------ | --------------------------------- |  | --- | - | - | ------ |  |  | --- | -
|                  |  | Six months ended
January 31, 2011 |        | Six months ended
January 31, 2010 | 
|                  |  |                                   |        |                                   | 
|Revenue category  |  |                                   |        |                                   |  |     |   |   |        |  |  |     |  
|Medicare          |  | $                                 | 5,624  |                                   |  | 23  | % | $ | 5,570  |  |  | 26  | %
|Third-party payer |  |                                   | 11,327 |                                   |  | 46  |   |   | 9,551  |  |  | 44  |  
|Patient self-pay  |  |                                   | 5,201  |                                   |  | 21  |   |   | 4,157  |  |  | 19  |  
|HMOs             |  |                                   | 2,516  |                                   |  | 10  |   |   | 2,412  |  |  | 11  |  
|                  |  |                                   |        |                                   |  |     |   |   |        |  |  |     |  
|Total             |  | $                                 | 24,668 |                                   |  | 100 | % | $ | 21,690 |  |  | 100 | %
|                  |  |                                   |        |                                   |  |     |   |   |        |  |  |     |  

The Company provides services to certain patients covered by various
third-party payers, including the Federal Medicare program. Laws and
regulations governing Medicare are complex and subject to interpretation for
which action for noncompliance includes fines, penalties and exclusion from the
Medicare programs. The Company believes that it is in compliance with all
applicable laws and regulations and is not aware of any pending or threatened
investigations involving allegations of potential wrongdoing.

Other than the Medicare program, one provider whose programs are
included in the Third-party payer and Health Maintenance Organizations
(HMOs) categories represented 22% and 25% of the Clinical Labs net revenues
for the three months ended January 31, 2011 and 2010, respectively, and 22% and
26% for the six months ended January 31, 2011 and 2010, respectively.

26

---



Contractual Adjustment

The Companys estimate of contractual adjustment is based on
significant assumptions and judgments, such as its interpretation of payer
reimbursement policies, and bears the risk of change. The estimation process is
based on the experience of amounts approved as reimbursable and ultimately
settled by payers, versus the corresponding gross amount billed to the
respective payers. The contractual adjustment is an estimate that reduces gross
revenue, based on gross billing rates, to amounts expected to be approved and
reimbursed. Gross billings are based on a standard fee schedule we set for all
third party payers, including Medicare, HMOs and managed care. The Company
adjusts the contractual adjustment estimate quarterly, based on its evaluation
of current and historical settlement experience with payers, industry
reimbursement trends, and other relevant factors.

The other relevant factors that affect our contractual adjustment
include the monthly and quarterly review of: 1) current gross billings and
receivables and reimbursement by payer, 2) current changes in third party
arrangements, 3) the growth of in-network provider arrangements and managed
care plans specific to our Company.

Our clinical laboratory business is primarily dependent upon
reimbursement from third-party payers, such as Medicare (which principally
serves patients 65 and older) and insurers. We are subject to variances in
reimbursement rates among different third-party payers, as well as constant
changes of reimbursement rates. Changes that decrease reimbursement rates or
coverage would negatively impact our revenues. The number of individuals
covered under managed care contracts or other similar arrangements has grown
over the past several years and may continue to grow in the future. In
addition, Medicare and other government healthcare programs continue to shift
to managed care. These trends will continue to reduce our revenues.

During the three months ended January 31, 2011 and 2010, the
contractual adjustment percentages, determined using current and historical
reimbursement statistics, were 84.1% and 83.1, respectively, of gross billings.
During the six months ended January 31, 2011 and 2010, the contractual
adjustment percentages, determined using current and historical reimbursement
statistics, were 83.9% and 82.8%, respectively, of gross billings. The Company
believes the negative impact on revenues from the decline in reimbursement
rates or the shift to managed care, other primary third party payers, or
similar arrangements may be offset by the positive impact of the number of
tests we perform. However, there can be no assurance that we can increase the
number of tests we perform or that if we do increase the number of tests we
perform, that we can maintain that higher number of tests performed, or that an
increase in the number of tests we perform would result in increased revenue.

The Company estimates (by using a sensitivity analysis) that each 1%
point change in the contractual adjustment percentage could result in a change
in clinical laboratory services revenues of approximately $1,523,000 and
$1,260,000 for the six months ended January 31, 2011 and 2010, respectively,
and a change in the net accounts receivable of approximately $369,000 as of
January 31, 2011.

Our clinical laboratory financial billing system records gross billings
using a standard fee schedule for all payers and does not record contractual
adjustment by payer at the time of billing. Adjustments to our standard fee
schedule will impact the contractual adjustment recorded. Therefore, we are
unable to quantify the effect of contractual adjustment recorded during the
current period that relates to revenue recorded in a previous period. However,
we can reasonably estimate our contractual adjustment to revenue on a timely
basis based on our quarterly review process, which includes:

| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | an analysis of
industry reimbursement trends;                                                                              
| |   |                                                                                                                            
| |  | an evaluation of
third-party reimbursement rates changes and changes in reimbursement
arrangements with third-party payers;
| |   |                                                                                                                            
| |  | a variance
reimbursement analysis of current and historical claim settlement and
reimbursement experience with payers;     
| |   |                                                                                                                            
| |  | an analysis of
current gross billings, receivables, and collections by payer.                                              

27

---



Accounts Receivable and Allowance for
Doubtful Accounts

Accounts receivable are reported at realizable value, net of allowances
for doubtful accounts, which is estimated and recorded in the period of the
related revenue.

The following is a table of the Companys net accounts receivable by
segment. The Clinical Labs segments net receivables are detailed by billing
category and as a percent to its total net receivables. At January 31, 2011 and
July 31, 2010, approximately 49% and 45%, respectively, of the Companys net
accounts receivable relates to its Clinical Labs business, which operates in
the New York, New Jersey, and Eastern Pennsylvania medical communities.

The Life Sciences segments accounts receivable, of which approximately
$2.3 million or 36% and $2.0 million or 28% represents foreign receivables as
of January 31, 2011 and July 31, 2010 respectively, includes royalty
receivables of $1.2 million and $3.2 million, as of January 31, 2011 and July
31, 2010, respectively, of which approximately $1.2 million and $2.6 million,
respectively is from Qiagen Corporation (Note 11).

Net accounts receivable

|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|------------------------- |  | ---------------------- | ------ | -------------------- |  | --- | - | - | ------ |  |  | --- | -
|Billing category          |  | As of
January 31, 2011 |        | As of 
July 31, 2010 | 
|                          |  |                        |        |                      | 
|Clinical Labs             |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Medicare                  |  | $                      | 942    |                      |  | 15  | % | $ | 849    |  |  | 14  | %
|Third party payers        |  |                        | 2,372  |                      |  | 39  |   |   | 2,664  |  |  | 46  |  
|Patient self-pay          |  |                        | 2,544  |                      |  | 41  |   |   | 2,024  |  |  | 35  |  
|HMOs                     |  |                        | 285    |                      |  | 5   |   |   | 296    |  |  | 5   |  
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Total Clinical Labs       |  |                        | 6,143  |                      |  | 100 | % |   | 5,833  |  |  | 100 | %
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Total Life Sciences       |  |                        | 6,410  |                      |  |     |   |   | 7,173  |  |  |     |  
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Total accounts receivable |  | $                      | 12,553 |                      |  |     |   | $ | 13,006 |  |  |     |  
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  

Changes in the Companys allowance for doubtful accounts are as
follows:

|                                |  |                                   |        |                                   |   |        |  
|------------------------------- |  | --------------------------------- | ------ | --------------------------------- | - | ------ | -
|                                |  | Six months
ended
January 31,
2011 |        | Twelve months
ended
July 31,
2010 |  
|                                |  |                                   |        |                                   |  
|Beginning balance               |  | $                                 | 2,839  |                                   | $ | 4,786  |  
|Provision for
doubtful accounts |  |                                   | 2,032  |                                   |   | 3,480  |  
|Write-offs, net                 |  |                                   | (1,504 | )                                 |   | (5,427 | )
|                                |  |                                   |        |                                   |   |        |  
|Ending balance                  |  | $                                 | 3,367  |                                   | $ | 2,839  |  
|                                |  |                                   |        |                                   |   |        |  

For the Clinical Labs segment, the allowance for doubtful accounts
represents amounts that the Company does not expect to collect after the
Company has exhausted its collection procedures. 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. During the six months ended January 31, 2011
and 2010, the Company determined an allowance for doubtful accounts less than
210 days and wrote off 100% of accounts receivable over 210 days, as it assumed
those accounts are uncollectible, except for certain fully reserved balances,
principally related to Medicare. These accounts have not been written off
because the payers filing date deadline has not occurred or the collection
process has not been exhausted. The Companys collection experience on Medicare
receivables beyond 210 days has been insignificant. The Company adjusts the
historical collection analysis for recoveries, if any, 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.

28

---



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.

The following table indicates the Clinical Labs aged gross receivables
by payer group which is prior to adjustment to gross receivables for: 1)
contractual adjustment, 2) fully reserved balances not yet written off, and 3)
other revenue adjustments.

|                       |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|---------------------- |  | ------------- | ------ | - |  | ---------------- | - | - | ----- | ---------------------------- |  | --- | - | ---------------- | ------ | - |  | ----------- | - | - | ----- |  |  | --- | - | - | ----- |  |  | --- | -
|As of January 31, 2011 |  | Total
 Amount |        | % |  | Medicare
 Amount |   | % |       | Third
 Party
 Payers
 Amount |  | %   |   | Self-pay
 Amount |        | % |  | HMO
 Amount |   | % |      
|                       |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |      
|1-30 days              |  | $             | 20,730 |   |  | 58               | % | $ | 2,845 |                              |  | 51  | % | $                | 10,328 |   |  | 60          | % | $ | 3,904 |  |  | 41  | % | $ | 3,653 |  |  | 99  | %
|31-60 days             |  |               | 4,353  |   |  | 12               | % |   | 511   |                              |  | 9   | % |                  | 1,922  |   |  | 11          | % |   | 1,900 |  |  | 20  | % |   | 20    |  |  | 1   | %
|61-90 days             |  |               | 2,954  |   |  | 8                | % |   | 406   |                              |  | 7   | % |                  | 1,418  |   |  | 8           | % |   | 1,119 |  |  | 12  | % |   | 11    |  |  |    | %
|91-120 days            |  |               | 3,714  |   |  | 10               | % |   | 362   |                              |  | 7   | % |                  | 915    |   |  | 5           | % |   | 2,423 |  |  | 26  | % |   | 14    |  |  |    | %
|121-150 days           |  |               | 1,318  |   |  | 4                | % |   | 335   |                              |  | 6   | % |                  | 970    |   |  | 6           | % |   | 9     |  |  |    | % |   | 4     |  |  |    | %
|Greater than 150 days* |  |               | 2,849  |   |  | 8                | % |   | 1,084 |                              |  | 20  | % |                  | 1,683  |   |  | 10          | % |   | 80    |  |  | 1   | % |   | 2     |  |  |    | %
|                       |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|Totals                 |  | $             | 35,918 |   |  | 100              | % | $ | 5,543 |                              |  | 100 | % | $                | 17,236 |   |  | 100         | % | $ | 9,435 |  |  | 100 | % | $ | 3,704 |  |  | 100 | %
|                       |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  

|                        |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|----------------------- |  | ------------- | ------ | - |  | ---------------- | - | - | ----- | ---------------------------- |  | --- | - | ---------------- | ------ | - |  | ----------- | - | - | ----- |  |  | --- | - | - | ----- |  |  | --- | -
|As of July 31, 2010     |  | Total
 Amount |        | % |  | Medicare
 Amount |   | % |       | Third
 Party
 Payers
 Amount |  | %   |   | Self-pay
 Amount |        | % |  | HMO
 Amount |   | % |      
|                        |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |      
|1-30 days               |  | $             | 21,678 |   |  | 66               | % | $ | 2,886 |                              |  | 57  | % | $                | 10,846 |   |  | 64          | % | $ | 4,242 |  |  | 59  | % | $ | 3,704 |  |  | 99  | %
|31-60 days              |  |               | 4,256  |   |  | 13               | % |   | 439   |                              |  | 9   | % |                  | 2,458  |   |  | 15          | % |   | 1,344 |  |  | 18  | % |   | 15    |  |  | 1   | %
|61-90 days              |  |               | 2,565  |   |  | 8                | % |   | 281   |                              |  | 6   | % |                  | 1,337  |   |  | 8           | % |   | 935   |  |  | 13  | % |   | 12    |  |  |    | %
|91-120 days             |  |               | 1,771  |   |  | 5                | % |   | 248   |                              |  | 5   | % |                  | 850    |   |  | 5           | % |   | 671   |  |  | 9   | % |   | 2     |  |  |    | %
|121-150 days            |  |               | 936    |   |  | 3                | % |   | 236   |                              |  | 4   | % |                  | 696    |   |  | 4           | % |   | 2     |  |  |    | % |   | 2     |  |  |    | %
|Greater than 150 days** |  |               | 1,733  |   |  | 5                | % |   | 967   |                              |  | 19  | % |                  | 711    |   |  | 4           | % |   | 52    |  |  | 1   | % |   | 3     |  |  |    | %
|                        |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|Totals                  |  | $             | 32,939 |   |  | 100              | % | $ | 5,057 |                              |  | 100 | % | $                | 16,898 |   |  | 100         | % | $ | 7,246 |  |  | 100 | % | $ | 3,738 |  |  | 100 | %
|                        |  |               |        |   |  |                  |   |   |       |                              |  |     |   |                  |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  

|   |                                                                          
|-- | -------------------------------------------------------------------------
|*  | Total includes
 $890 fully reserved over 210 days as of January 31, 2011.
|   |                                                                          
|** | Total includes
 $805 fully reserved over 210 days as of July 31, 2010.   

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 not more likely
than not the benefits will be realized in the foreseeable future.

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.
The Company adopted the accounting standard related to unrecognized tax
benefits on August 1, 2007. The cumulative effect of adopting the standard did
not have a material impact on the Companys financial position or results of
operations.

Inventory

The Company values inventory at the lower of cost (first-in, first-out)
or market. Work-in-process and finished goods inventories consist of material,
labor, and manufacturing overhead. Write downs of inventories to market value
are based on a review of inventory quantities on hand and estimated sales
forecasts based on sales history and anticipated future demand. Unanticipated
changes in demand could have a significant impact on the value of our inventory
and require additional write downs of inventory which would impact our results
of operations.

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Goodwill and Indefinite-Lived Intangibles

Goodwill, representing the cost of acquired businesses in excess of the
fair value of net assets acquired, and indefinite-lived intangibles are not
amortized, but are evaluated annually for impairment. The Company performs its
annual impairment test as of the first day of its fiscal fourth quarter or on
an earlier date if indicators of potential impairment exist. Goodwill is
considered impaired if the carrying amount of the reporting unit exceeds its estimated
fair value. In assessing the recoverability of goodwill, the Company reviews
both quantitative as well as qualitative factors to support its assumptions
with regard to fair value. The fair value of a reporting unit, which is based
on geographic region, is estimated using both a discounted cash flow model and
weighted average multiple of revenues and earnings before interest, taxes,
depreciation and amortization.

In determining fair value, the Company makes certain judgments,
including the identification of reporting units and the selection of comparable
companies. Trademarks are considered impaired if the carrying amount exceeds
their estimated fair value. The fair value of the trademarks is estimated based
on a discounted cash flow model. If these estimates or their related
assumptions change in the future as a result of changes in strategy and/or
market conditions, the Company may be required to record an impairment charge.
To date, there has been no impairment charges recorded.

Intangible Assets

Intangible assets (exclusive of patents), arose primarily from
acquisitions and primarily consist of customer relationships, trademarks,
licenses, employment and non-compete agreements, and website and database
content. Finite-lived intangible assets are amortized according to their
estimated useful lives, which range from 4 to 15 years. The Company has
capitalized certain legal costs directly incurred in pursuing patent
applications as patent costs. When such applications result in an issued
patent, the related costs are amortized over a ten year period or the life of
the patent, whichever is shorter, using the straight-line method. The Company
reviews its issued patents and pending patent applications, and if it
determines to abandon a patent application or that an issued patent no longer
has economic value, the unamortized balance relating to that patent is
immediately expensed.

Accrual for Self-funded Medical

Accruals for self-funded medical insurance are determined based on a
number of assumptions and factors, including historical payment trends, claims
history and current estimates. These estimated liabilities are not discounted.
If actual trends differ from these estimates, the financial results could be
impacted. As of January 31, 2011, the Company has established a reserve of $0.3
million, which is included in accrued liabilities, for claims that have been
reported but not paid and for claims incurred but not reported.

Recent Accounting Pronouncements

In October 2009, the FASB issued a Consensus of the FASB Emerging
Issues Task Force relating to Multiple Deliverable Revenue Arrangements.This standard provides application
guidance on whether multiple deliverables exist, how the deliverables should be
separated and how the consideration should be allocated to one or more units of
accounting. This update establishes a selling price hierarchy for determining
the selling price of a deliverable. The selling price used for each deliverable
will be based on vendor-specific objective evidence, if available, third-party
evidence if vendor-specific objective evidence is not available, or estimated
selling price if neither vendor-specific or third-party evidence is available.
This guidance is effective for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. The Company
adopted this guidance effective August 1, 2010 which did not have an effect on
its consolidated results of operations and financial condition.

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Item 3.
Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in foreign currency exchange
rates and, to a much lesser extent, interest rates on investments in short-term
instruments, which could impact our results of operations and financial position.
We do not currently engage in any hedging or market risk management tools.
There have been no material changes with respect to market risk previously
disclosed in our Annual Report on Form 10-K for our 2010 fiscal year.

Foreign Currency Exchange Rate Risk

The financial reporting of our non-U.S. subsidiaries is denominated in
currencies other than the U.S. dollar. Since the functional currency of our
non-U.S. subsidiaries is the local currency, foreign currency translation
adjustments are accumulated as a component of accumulated other comprehensive
income in stockholders equity. Assuming a hypothetical aggregate change of 10%
in the exchange rates of foreign currencies against the U.S. dollar at January
31, 2011, our assets and liabilities would increase or decrease by $2.0 million
and $0.9 million, respectively, and our net sales and net (loss) or earnings
would increase or decrease by $1.5 million and $0.1 million, respectively, on
an annual basis.

We also maintain intercompany balances and loans receivable with
subsidiaries with different local currencies. These amounts are at risk of
foreign exchange losses if exchange rates fluctuate. Assuming a hypothetical
aggregate change of 10% in the exchange rates of foreign currencies against the
U.S. dollar at January 31, 2011, our pre-tax earnings would be favorably or
unfavorably impacted by approximately $0.3 million, on an annual basis.

Interest Rate Risk

Our excess cash is invested in highly liquid short term money market
funds and short term investments in U.S. Treasury bills. Changes in interest
rates may affect the investment income we earn on money market funds and short
term investments and therefore affect our cash flows and results of operations.
As of January 31, 2011, we were exposed to interest rate change market risk
with respect to our money market accounts and short term investments totaling
$23.8 million. The money market accounts and short-term investments yield or
bear interest rates ranging from 0% to 0.4%. As of January 31, 2011, based on
the investments held, it is determined that we have no material interest rate
risk.

As of January 31, 2011, we did not maintain any fixed or variable
interest rate financing.

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 over Financial Reporting

There was no change in the Companys internal controls over financial
reporting during the fiscal quarter covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

31

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PART
II  OTHER INFORMATION

|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

There have been no other material developments with respect to
previously reported legal proceedings discussed in the annual report on Form
10-K for the fiscal year ended July 31, 2010 filed with the Securities and
Exchange Commission except as discussed in Note 13.

|         |             
|-------- | ------------
|Item 1A. | Risk Factors

There have been no material changes from the risk factors disclosed in
Part 1, Item 1, of the Companys Annual Report on Form 10-K for the fiscal year
ended July 31, 2010.

|        |         
|------- | --------
|Item 6. | Exhibits

|             |  |                                                                                                                                            
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
 No. |  | Exhibit                                                                                                                                    
|             |  |                                                                                                                                            
|31.1         |  | Certification of
 Elazar Rabbani, Ph.D. pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002.                                        
|             |  |                                                                                                                                            
|31.2         |  | Certification of Barry
 Weiner pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                  
|             |  |                                                                                                                                            
|32.1         |  | Certification of
 Elazar Rabbani, Ph.D. pursuant to 18 U.S.C. §1350, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002.
|             |  |                                                                                                                                            
|32.2         |  | Certification of
 Barry Weiner pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002.         

SIGNATURES

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

|                      |                    |                                                                               
|--------------------- | ------------------ | ------------------------------------------------------------------------------
|                      | ENZO BIOCHEM, INC.
|                      |                   
|                      | (Registrant)      
|                      |                    |                                                                               
|Date: March 14,
 2011 | by:                | /s/ Barry Weiner                                                              
|                      |                    |                                                                               
|                      |                    | Chief Financial
 Officer, Principal Accounting Officer, Treasurer and Director

32

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