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, 2005

                                       or

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________

                          Commission File Number 1-9974

                               ENZO BIOCHEM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

New York                                                         13-2866202
--------------------                                          ----------------
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

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

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

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

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

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

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant has
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 _X_ Yes     No

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

                                 _X_ Yes     No

As of February 28, 2005 the  Registrant  had  32,094,300  shares of common stock
outstanding.

<PAGE>


                               ENZO BIOCHEM, INC.

                                    FORM 10-Q

                                January 31, 2005


                                      INDEX
                                      -----


                                                                           PAGE
                                                                          NUMBER
                                                                          ------

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


Item 1.   Financial Statements

          Consolidated Balance Sheets - January 31, 2005 (unaudited)
             and July 31, 2004                                                 3

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

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

          Notes to Consolidated Financial Statements                           6

Item 2.   Management's Discussion and Analysis of
            Financial Condition and Results of Operations                     10

Item 3.   Quantitative and Qualitative Disclosures About Market Risk          16

Item 4.   Controls and Procedures                                             16

Part II - Other Information

Item 1.   Legal Proceedings                                                   16

Item 6.   Exhibits                                                            17

<PAGE>


                               ENZO BIOCHEM, INC.
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS

                                                          January 31,  July 31,
                                                             2005        2004
                                                         (unaudited)
                                                           --------------------
                                                              (In thousands)
ASSETS

Current assets:
  Cash and cash equivalents ............................   $ 69,123    $ 54,499
  Marketable securities ................................     12,449      17,242
  Accounts receivable, less allowance for
    doubtful accounts ..................................     14,681      14,794
  Income tax receivable ................................      3,374       3,907
  Inventories ..........................................      3,284       3,434
  Prepaid expenses .....................................      1,514       1,833
  Deferred taxes .......................................      1,262       1,975
                                                           --------    --------
Total current assets ...................................    105,687      97,684
Property and equipment, at cost less
  accumulated depreciation and amortization ............      2,747       2,414
Goodwill ...............................................      7,452       7,452
Patent costs, less accumulated amortization ............      1,985       2,624
Other ..................................................        165         160
                                                           --------    --------
                                                           $118,036    $110,334
                                                           ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Trade accounts payable ...............................   $    977    $  2,092
  Income taxes payable .................................      1,978          --
  Deferred revenue .....................................      1,503          --
  Accrued legal fees ...................................        511       2,051
  Accrued payroll ......................................        406         258
  Other accrued expenses ...............................      1,029         711
  Accrued research and development expenses ............        197         225
  Deferred rent ........................................         --          87
                                                           --------    --------
Total current liabilities ..............................      6,601       5,424

Deferred taxes .........................................        156         444
Long term payable ......................................        300         300
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: 32,477,575 at
    January 31, 2005 and 30,864,800 at July 31, 2004 ...        325         309
  Additional paid-in capital ...........................    230,481     205,920
  Less treasury stock at cost: 384,451 shares
    at January 31, 2005 and 349,900 shares
    at July 31, 2004 ...................................     (5,994)     (5,669)
  Accumulated deficit ..................................   (113,619)    (96,148)
  Accumulated other comprehensive loss .................       (214)       (246)
                                                           --------    --------
Total stockholders' equity .............................    110,979     104,166
                                                           --------    --------
                                                           $118,036    $110,334
                                                           ========    ========

                                        3
<PAGE>


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

<TABLE>
<CAPTION>
                                                          Three Months Ended           Six Months Ended
                                                              January 31,                 January 31,
                                                           2005        2004            2005        2004
                                                          ----------------------------------------------
                                                              (In thousands, except per share data)
<S>                                                       <C>         <C>             <C>         <C>
Revenues:
  Research product revenues and royalty income .......    $3,271      $3,968          $5,727      $6,727
  Clinical laboratory services .......................     7,964       7,060          15,809      14,573
                                                          ------     -------         -------     -------
                                                          11,235      11,028          21,536      21,300

Costs and expenses and other income:
  Cost of research product revenues ..................       555         614           1,130       1,107
  Cost of clinical laboratory services ...............     2,859       2,516           5,773       4,838
  Research and development expense ...................     2,030       2,349           4,243       4,281
  Selling, general and administrative expenses .......     4,738       3,658           8,875       6,958
  Provision for uncollectible accounts receivable ....     1,146       3,133           2,623       5,505
  Legal expense ......................................     1,160       1,823           2,303       2,779
  Interest income ....................................      (309)       (310)           (639)       (596)
  Gain on patent litigation settlement ...............        --          --         (14,000)         --
                                                          ------     -------         -------     -------
                                                          12,179      13,783          10,308      24,872

(Loss) income before benefit (provision) for taxes
  on income ..........................................      (944)     (2,755)         11,228      (3,572)
Benefit (provision) for taxes on income ..............       416       1,300          (4,736)      1,793
                                                          ------     -------         -------     -------

Net (loss) income ....................................     $(528)    $(1,455)         $6,492     $(1,779)
                                                          ======     =======         =======     =======

Net (loss) income per common share:
  Basic ..............................................    ($0.02)     ($0.05)          $0.20      ($0.06)
                                                          ======     =======         =======     =======
  Diluted ............................................    ($0.02)     ($0.05)          $0.20      ($0.06)
                                                          ======     =======         =======     =======

Denominator for per share calculation:
   Basic .............................................    32,076      31,538          32,062      31,523
                                                          ======     =======         =======     =======
   Diluted ...........................................    32,076      31,538          32,739      31,523
                                                          ======     =======         =======     =======
</TABLE>


                                        4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                          Six Months
                                                                      Ended January 31,
                                                                       2005        2004
                                                                     -------------------
                                                                        (In Thousands)
<S>                                                                  <C>         <C>
Cash flows from operating activities:
  Net income (loss) .............................................    $ 6,492     $(1,779)
  Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
    Depreciation and amortization of property and equipment .....        383         523
    Amortization of patent costs ................................        660         582
    Issuance of stock for employee 401(k) plan ..................         --         282
    Provision for uncollectible accounts receivable .............      2,623       5,505
    Deferred taxes ..............................................        425      (1,608)
    Deferred rent ...............................................        (87)       (116)
    Loss on sale of marketable securities .......................         98          --

    Changes in operating assets and liabilities:
      Accounts receivable before provision for
        uncollectible amounts ...................................     (2,509)     (5,311)
      Inventories ...............................................        150         295
      Income taxes receivable ...................................        533          --
      Prepaid expenses ..........................................        318          46
      Prepaid taxes .............................................         --        (251)
      Trade accounts payable and other accrued expenses .........       (797)       (344)
      Income taxes payable ......................................      1,978          --
      Accrued research and development expenses .................        (28)         --
      Deferred revenue ..........................................      1,503          --
      Accrued legal fees ........................................     (1,540)       (565)
      Accrued payroll ...........................................        148        (450)
                                                                     -------     -------
      Total adjustments .........................................      3,858      (1,412)
                                                                     -------     -------

          Net cash provided by (used in) operating activities ...     10,350      (3,191)
                                                                     -------     -------

Cash flows from investing activities:
  Capital expenditures ..........................................       (715)       (560)
  Patent costs ..................................................        (21)        (43)
  Sales (purchases) of marketable securities, net ...............      4,725        (193)
  Security deposits .............................................         (5)          4
                                                                     -------     -------

    Net cash provided by (used in) investing activities .........      3,984        (792)
                                                                     -------     -------

Cash flows from financing activities:
  Proceeds from the exercise of stock options ...................        290         521
                                                                     -------     -------
    Net cash provided by financing activities ...................        290         521
                                                                     -------     -------

Net increase (decrease) in cash and cash equivalents ............     14,624      (3,462)
Cash and cash equivalents at the beginning of the period ........     54,499      63,268
                                                                     -------     -------
Cash and cash equivalents at the end of the period ..............    $69,123     $59,806
                                                                     =======     =======
</TABLE>


                                        5
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                January 31, 2005
                                   (Unaudited)

Note 1. Basis of Presentation
-----------------------------

The consolidated  financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating results for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements for the
year ended July 31, 2004 and notes  thereto  contained in the  Company's  Annual
Report on Form 10-K filed  with the  Securities  and  Exchange  Commission.  The
results  of  operations  for the six  months  ended  January  31,  2005  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending July 31, 2005.

Reclassifications
-----------------

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

Stock Based Compensation Plans
------------------------------

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123 "Share-Based  Payment" ("SFAS 123(R)").  The statement requires that the
compensation cost relating to share-based payment  transactions be recognized in
financial statements.  That cost will be measured based on the fair value of the
equity or liability  instrument  issued.  The  statement  covers a wide range of
share-based compensation arrangements including share options,  restricted share
plans,  performance-based  awards, share appreciation rights, and employee share
purchase  plans.  The Company will be required to adopt SFAS 123(R) as of August
1, 2005,  the first day of its fiscal year ending July 31, 2006. The adoption of
SFAS 123(R) may have a material impact on the consolidated  financial statements
of the Company.

For the fiscal year ending July 31, 2005,  the Company will  continue to account
for stock  option  grants to employees  under the  recognition  and  measurement
principles of APB Opinion No. 25,  "Accounting  for Stock Issued to  Employees,"
and related Interpretations. Under APB No. 25, because the exercise price of the
Company's employee stock options equals the market price of the underlying stock
on the date of grant, no compensation expense is recorded.

Pro  forma  information   regarding  net  income  (loss)  applicable  to  common
stockholders is required by FASB Statement No. 123 ("SFAS 123"), "Accounting for
Stock-Based   Compensation,"   which  also  requires  that  the  information  be
determined  as if the Company has accounted for its stock options under the fair
value  method of that  statement.  For  purposes of pro forma  disclosures,  the
estimated  fair value of the options is  amortized  to expense over the options'
vesting period.

                                       6
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                January 31, 2005
                                   (Unaudited)

The  following  table  illustrates  the effect on net income (loss) and earnings
(loss)  per  share  if the  Company  had  applied  the  fair  value  recognition
provisions  of SFAS No. 123 to  stock-based  compensation  for the periods ended
January 31, 2005 and 2004:


                                     Three Months Ended       Six Months Ended
                                         January 31,             January 31,
                                       2005       2004         2005       2004
                                     -------    -------      -------    -------
                                       (In thousands, except for share data)

Reported net income (loss) .........   $(528)   $(1,455)      $6,492    $(1,779)
Pro forma compensation expense .....  (1,051)      (750)      (2,032)    (1,562)
                                     -------    -------      -------    -------

Pro forma net income (loss) ........ $(1,579)   $(2,205)      $4,460    $(3,341)
                                     =======    =======      =======    =======

Earnings (loss) per share:
   Basic - as reported .............   $(.02)     $(.05)       $0.20      $(.06)
   Basic - pro forma ...............    (.05)      (.07)        0.14       (.11)

   Diluted - as reported ...........   $(.02)     $(.05)       $0.20      $(.06)
   Diluted - pro forma .............    (.05)      (.07)        0.14       (.11)

Net (Loss) Income Per Share

The Company applies SFAS No. 128, "Earnings per Share." SFAS No. 128 establishes
standards  for  computing and  presenting  earnings per share.  Basic net 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, is determined
using the  treasury  stock  method in  accordance  with  SFAS No.  128.  Diluted
weighted  average shares  outstanding  for the three and six month periods ended
January 31, 2004 and for the three months ended  January 31, 2005 do not include
the potential  common shares from stock options because to do so would have been
antidilutive.  Accordingly,  basic  and  diluted  net loss per  share  for those
periods is the same. The following table sets forth the computation of basic and
diluted net income (loss) per share pursuant to SFAS 128.

                                     Three Months Ended       Six Months Ended
                                         January 31,             January 31,
                                       2005       2004         2005       2004
                                     ------------------      ------------------
                                       (In thousands, except for share data)

Numerator:
  Net income (loss) for numerator
  for basic and diluted earnings
  per common share .................   $(528)   $(1,455)      $6,492    $(1,779)

Denominator:
  Denominator for basic net income
  (loss) per common equivalent
  share during the period ..........  32,076     31,538       32,062     31,523

Effect of dilutive employee
  and director stock options
  and warrants .....................      --         --          677         --
                                     -------    -------      -------    -------

Denominator for diluted net income
  (loss) per common equivalent
  share and assumed conversions ....  32,076     31,538       32,739     31,523
                                     =======    =======      =======    =======

Basic net income (loss) per share ..   $(.02)     $(.05)       $0.20      $(.06)
                                     =======    =======      =======    =======

Diluted net income (loss)
  per share ........................   $(.02)     $(.05)       $0.20      $(.06)
                                     =======    =======      =======    =======

                                       7
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                January 31, 2005
                                   (Unaudited)

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

                                     Three Months Ended       Six Months Ended
                                         January 31,             October 31,
                                       2005       2004         2005       2004
                                     ------------------      ------------------
                                                   (In thousands)

Employee and director stock
  options and warrants .............     861      1,055           --      1,120


The  Company  declared a 5% stock  dividend on October 5, 2004 which was paid on
November 15, 2004 to  shareholders  of record as of October 25, 2004. The shares
and per share  data have been  adjusted  to  retroactively  reflect  this  stock
dividend for all periods presented.  As of January 31, 2005 the Company recorded
a charge to  accumulated  deficit  and a credit to common  stock and  additional
paid-in-capital  in the amount of $24.0 million which reflects the fair value of
the dividend on the date of declaration.

Inventories

Inventories consist of the following as of:

                                                January 31, 2005   July 31, 2004
                                                --------------------------------
                                                         (In thousands)

                 Raw Materials                              $107            $125
                 Work in process                           2,177           2,188
                 Finished products                         1,000           1,121
                                                          ------          ------
                                                          $3,284          $3,434
                                                          ======          ======


Note 2. Gain on Patent Litigation Settlement

     On October 14, 2004,  the Company  finalized and executed a settlement  and
license  agreement  with  Digene  Corporation  to settle its  patent  litigation
lawsuit.  Under the terms of the  agreement,  the  Company  received  an initial
payment of $16.0 million,  of which $2.0 million is to be used to offset royalty
income  payments  based  upon net  sales of  licensed  products  covered  by the
agreement  during the first year.  The Company  will receive in the first annual
period (October 1, 2004 to September 30, 2005) a minimum royalty payment of $2.5
million  inclusive  of the $2  million  discussed  above  and at least a minimum
royalty  of $3.5 for each of the next four  annual  periods.  In  addition,  the
agreement provides for the Company to receive quarterly running royalties on the
net sales of Digene products  subject to the license until the expiration of the
patent  on April 24,  2018.  These  quarterly  running  royalties  will be fully
creditable  against the minimum royalty  payments due in the first five years of
the  agreement.  The  balance,  if any, of the minimum  royalty  payment will be
recognized in the final quarter of the applicable  annual royalty  period.  As a
result of this  settlement  and  license  agreement  with  Digene  (the  "Digene
agreement"),  the Company  recorded a gain on patent  litigation  settlement  of
$14.0  million in the first  quarter of Fiscal 2005.  During the fiscal  quarter
ended  January  31,  2005,  the  Company  recognized  royalties  from the Digene
agreement,  which is included in research  product  revenues and royalty income.
See Legal Proceedings.

                                       8
<PAGE>


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

Note 3--Segment Reporting

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

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

<TABLE>
<CAPTION>
                                                   Research        Clinical Reference
                                                and Development       Laboratories             Other               Consolidated
                                              ------------------   ------------------    ------------------    --------------------
                                               Six Months Ended     Six Months Ended      Six Months Ended      Six Months Ended
                                                  January 31,          January 31,           January 31,           January 31,
                                              ------------------   ------------------    ------------------    --------------------
                                                2005       2004      2005      2004        2005       2004       2005        2004
                                              --------    ------   -------   --------    -------    -------    --------    --------
<S>                                           <C>         <C>      <C>       <C>         <C>        <C>        <C>         <C>
Operating revenues:
Research product revenues and
  royalty income ..........................   $  5,727    $6,727        --         --         --         --    $  5,727    $  6,727
Clinical laboratory services ..............         --        --   $15,809   $ 14,573         --         --      15,809      14,573

Cost and expenses and other income:
Cost of research product revenues .........      1,130     1,107        --         --         --         --       1,130       1,107
Cost of clinical laboratory services ......         --        --     5,773      4,838         --         --       5,773       4,838
Research and development expense ..........      4,243     4,281        --         --         --         --       4,243       4,281
Provision for uncollectible accounts ......         --        --     2,623      5,505         --         --       2,623       5,505
Other costs and expenses ..................      1,259       788     5,867      4,658      4,052      4,291      11,178       9,737
Gain on patent litigation settlement ......    (14,000)       --        --         --         --         --     (14,000)         --
Interest income ...........................         --        --        --         --       (639)      (596)       (639)       (596)
                                              --------    ------   -------   --------    -------    -------    --------    --------

Income (loss) before (provision)
  benefit for income taxes on income ......   $ 13,095    $  551   $ 1,546   $   (428)   $(3,413)   $(3,695)   $ 11,228    $ (3,572)
                                              ========    ======   =======   ========    =======    =======    ========    ========

<CAPTION>
                                              Three Months Ended   Three Months Ended    Three Months Ended    Three Months Ended
                                                  January 31,          January 31,           January 31,            January 31,
                                              ------------------   ------------------    ------------------    --------------------
                                                2005       2004      2005      2004        2005       2004       2005        2004
                                              --------    ------   -------   --------    -------    -------    --------    --------
<S>                                           <C>         <C>      <C>       <C>         <C>        <C>        <C>         <C>
Operating revenues:
Research product revenues and
  royalty income ..........................   $  3,271    $3,968        --         --         --         --    $  3,271    $  3,968

Clinical laboratory services ..............         --        --   $ 7,964   $  7,060         --         --       7,964       7,060

Cost and expenses and other income:
Cost of research product revenues .........        555       614        --         --         --         --         555         614
Cost of clinical laboratory services ......         --        --     2,859      2,516         --         --       2,859       2,516
Research and development expense ..........      2,030     2,349        --         --         --         --       2,030       2,349
Provision for uncollectible accounts ......         --        --     1,146      3,133         --         --       1,146       3,133
Other costs and expenses ..................        625       398     3,060      2,501      2,213      2,582       5,898       5,481
Interest income ...........................         --        --        --         --       (309)      (310)       (309)       (310)
                                              --------    ------   -------   --------    -------    -------    --------    --------

Income (loss) before (provision)
  benefit for income taxes on income ......   $     61    $  607   $   899   $ (1,090)   $(1,904)   ($2,272)   $   (944)   $ (2,755)
                                              ========    ======   =======   ========    =======    =======    ========    ========
</TABLE>

                                        9
<PAGE>


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

        The  following  discussion  of our  financial  condition  and results of
operations  should be read in  conjunction  with our  financial  statements  and
related notes. This discussion contains forward-looking  statements that involve
risks and  uncertainties.  Our actual results could differ materially from those
anticipated  in  these  forward-looking  statements.  See  "Forward-Looking  and
Cautionary Statements." Because of the foregoing factors, you should not rely on
past financial results as an indication of future  performance.  We believe that
period-to-period   comparisons  of  our  financial   results  to  date  are  not
necessarily meaningful and expect that our results of operations might fluctuate
from period to period in the future.

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

        The business  activities  of the Company are  performed by the Company's
three  wholly  owned  subsidiaries.  These  activities  are:  (1)  research  and
development,  manufacturing  and marketing of biomedical  research  products and
tools through Enzo Life  Sciences and research and  development  of  therapeutic
products  through  Enzo  Therapeutics,  and  (2)  the  operation  of a  clinical
reference laboratory through Enzo Clinical Labs. For information relating to the
Company's business segments,  see Note 3 of the Notes to Consolidated  Financial
Statements.

        The  Company's  source  of  revenue  has been from the  direct  sales of
research  products of labeling  and  detection  reagents  for the  genomics  and
sequencing markets, as well as through non-exclusive distribution agreements and
licensing  with other  companies.  Another  source of revenue  has been from the
clinical laboratory service market. Clinical laboratory services are provided to
patients covered by various third party insurance  programs,  including Medicare
and self payors for the services provided. The clinical laboratory is subject to
seasonal fluctuations in operating results. Volume of testing generally declines
during the summer months, the year-end holiday periods and other major holidays.
In addition,  volume declines due to inclement  weather may reduce net revenues.
Therefore,  comparison of the results of successive  quarters may not accurately
reflect  trends or results for the full year.  For the six months ended  January
31,  2005 and 2004,  respectively,  approximately  27% and 32% of the  Company's
operating  revenues were derived from research  product sales and royalty income
and approximately 73% and 68% were derived from clinical laboratory services.

Liquidity and Capital Resources

        At  January  31,  2005,  our cash and cash  equivalents  and  marketable
securities  totaled  $81.6  million,  an increase of $9.8  million from July 31,
2004.  We had working  capital of $99.1  million at January 31, 2005 compared to
$92.3 million at July 31, 2004.

        Net cash provided by operating activities for the six month period ended
January 31, 2005 was approximately $10.4 million as compared to net cash used in
operating  activities of $3.2 million for the six month period ended January 31,
2004.  The increase in net cash provided by operating  activities  was primarily
due to net income in the 2005 period  resulting  from a  settlement  and license
agreement  with  Digene  Corporation  as  compared  to the net  loss in the 2004
period.

                                       10
<PAGE>


        On October 14, 2004, the Company finalized and executed a settlement and
license  agreement  with  Digene  Corporation  to settle its  patent  litigation
lawsuit.  Under the terms of the  agreement,  the  Company  received  an initial
payment of $16.0 million,  of which $2.0 million is to be used to offset royalty
income  payments  based  upon net  sales of  licensed  products  covered  by the
agreement  during the first year.  The Company  will receive in the first annual
period (October 1, 2004 to September 30, 2005) a minimum royalty payment of $2.5
million  inclusive  of the $2  million  discussed  above  and at least a minimum
royalty  of $3.5 for each of the next four  annual  periods.  In  addition,  the
agreement provides for the Company to receive quarterly running royalties on the
net sales of Digene products  subject to the license until the expiration of the
patent  on April 24,  2018.  These  quarterly  running  royalties  will be fully
creditable  against the minimum royalty  payments due in the first five years of
the  agreement.  The  balance,  if any, of the minimum  royalty  payment will be
recognized in the final quarter of the applicable  annual royalty  period.  As a
result of this  settlement  and  license  agreement  with  Digene  (the  "Digene
agreement"),  the Company  recorded a gain on patent  litigation  settlement  of
$14.0 million in the first quarter of Fiscal 2005.  During the fiscal six months
ended  January  31,  2005,  the  Company  recognized  royalties  from the Digene
agreement,  which is included in research  product  revenues and royalty income.
See Legal Proceedings.

        Net cash provided by investing activities was approximately $4.0 million
during the six months ended  January 31,  2005,  as compared to net cash used in
investing activities of $(0.8) during the six months ended January 31, 2004. The
increase  during the 2005  period was  primarily  the result of the net sales of
marketable  securities  totaling  $4.7  million.  Net cash provided by financing
activities  was  approximately  $0.3 million during the six months ended January
31, 2005, as compared to $0.5 during the six months ended January 31, 2004.  The
cash provided in both periods was from the exercise of stock options.  There was
less option exercise activity during the 2005 period than the 2004 period.

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

Critical Accounting Policies

General

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

                                       11
<PAGE>


REVENUE RECOGNITION

        Revenues from the clinical  reference  laboratory  are  recognized  when
services  are  provided.  The  Company's  revenue is based on amounts  billed or
billable  for  services  rendered,  net of  contractual  adjustments  and  other
arrangements  made with  third-party  payors to  provide  services  at less than
established  billing  rates.  Revenues from research  product  sales,  excluding
certain non-exclusive  distribution  agreement revenues, are recognized when the
products are shipped.

        The Company has certain  non-exclusive  distribution  agreements,  which
provide for  consideration to be paid to the distributors for the manufacture of
certain   products.   The  Company  records  such   consideration   provided  to
distributors under these non-exclusive distribution agreements as a reduction to
research product  revenues.  The revenue from these  non-exclusive  distribution
agreements are recognized when shipments are made to their respective  customers
and reported to the Company.  Under the Digene  agreement,  the Company  records
royalty  income based on the net sales of products  subject to the  license,  as
reported by Digene to the Company.

CONTRACTUAL ALLOWANCES

        The percentage of the Company's  revenues  derived from Medicare,  third
party  payers,  commercial  insurers  and  managed  care  patients  continue  to
increase.  The Medicare regulations and various managed care contracts are often
complex and may include multiple reimbursement mechanisms for different types of
services  provided in our clinical  laboratory.  We estimate the  allowance  for
contractual allowances on a payer-specific basis given our interpretation of the
applicable  regulations  and  historical  calculations.  However,  the  services
authorized  and  provided  and  related   reimbursement  are  often  subject  to
interpretation  that could  result in payments  that differ from our  estimates.
Additionally,  updated regulations occur frequently that necessitates  continual
review and assessment of the estimation process by management.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

        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 estimates the allowance for doubtful  accounts  primarily based upon the
age of the accounts  since invoice date.  The Company  continually  monitors its
accounts  receivable  balances and utilizes cash collections data to support the
basis for its  estimates of the  provision  for doubtful  accounts.  Significant
changes  in payer mix or  regulations  could  have a  significant  impact on the
Company's  results of operations  and cash flows.  In addition,  the Company has
implemented a process to estimate and review the  collections of its receivables
based on the period they have been outstanding.  Historical collection and payor
reimbursement  experience is an integral part of the estimation  process related
to reserves for doubtful  accounts.  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  reserve
estimates, which involves judgment. The Company believes that the collectibility
of its receivables is directly  linked to the quality of its billing  processes,
most notably,  those related to obtaining  the correct  information  in order to
bill  effectively for the services  provided.  Revisions in reserve for doubtful
accounts  estimates  are  recorded as an  adjustment  to bad debt  expense.  The
Company  believes that its  collection  and reserves  processes,  along with the
close monitoring of its billing processes, helps reduce the risk associated with
material  revisions  to reserve  estimates  resulting  from  adverse  changes in
collection and reimbursement experience and billing operations.

                                       12
<PAGE>


INCOME TAXES

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

IMPAIRMENT OF LONG-LIVED ASSETS

        The Company evaluates the requirement to recognize  impairment losses on
long-lived  assets used in operations  when indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less than the assets' carrying  amount.  As of January 31, 2005, the Company has
not recorded an impairment charge.

Results of Operations

THREE MONTHS ENDED JANUARY 31, 2005 COMPARED WITH THREE MONTHS ENDED
JANUARY 31, 2004

        Revenues for the three months ended  January 31, 2005  increased by $0.2
million to $11.2 million from $11.0 million as compared to the 2004 period.  The
increase  was  attributable  to an  increase  of $0.9  million  at the  clinical
laboratory  offset by a decrease of $0.7 million in research  product  sales and
royalty  income.  This decrease in research  products sales was primarily due to
the dispute with Roche Diagnostics  ("ROCHE"),  on the sales of certain licensed
products and partially offset by the royalty income from Digene. The increase in
revenue at the  clinical  laboratory  is  primarily  due to the  increase in the
number of customer accounts being serviced.

        The cost of research products sold was comparable to the 2004 period.

        The cost of  clinical  laboratory  services  increased  by $0.3  million
during this period primarily due to an increase in costs associated with certain
esoteric tests and an increase in the volume of tests performed.

        Research  and  development  expenses  decreased  by  approximately  $0.3
million as a result of timing of certain  expenses related to the clinical trial
activities and other research projects.

        Selling,  general and administrative  expenses increased by $1.1 million
during the three months ended  January 31, 2005, as compared to the 2004 period.
This increase was primarily  due to an increase in direct  selling  expenditures
for both our clinical  reference  laboratory  and life science  divisions and an
increase in information  technology costs,  related to the expansion of the data
processing connectivity program and infrastructure.

        The Company's  legal expenses  decreased by $0.6 million during the 2005
period to $1.2 million from $1.8 million as compared to the previous year.  This
decrease is primarily  due to the reduction of legal  activities  because of the
settlement  with Digene  Corporation  during the first quarter ended October 31,
2004.

                                       13
<PAGE>


        The Company's provision for uncollectible  accounts receivable decreased
by $2.0  million  during the 2005 period to $1.2  million  from $3.1  million as
compared to the 2004 period at the clinical reference laboratory  division.  The
percentage  of  the  provision  for  uncollectible   accounts  receivable  as  a
relationship to clinical  reference  laboratory revenue decreased to 14% for the
three months ended January 31, 2005 as compared to 44% for the 2004 period. This
decrease was primarily due to the change in the mix of payors.

        Interest income was comparable to the 2004 period.

        For the three  months  ended  January 31,  2005 the  Company  recorded a
benefit  for  income  taxes of $0.4  million  which  was  based on the  combined
effective federal, state and local income tax rates.

        Income before  provision for taxes on income from the  activities of the
research  and  development  segment was $0.1  million for the three month period
ended  January 31,  2005,  compared to $0.6  million for the 2004  period.  This
decrease was primarily due to the dispute with Roche Diagnostics "ROCHE", on the
sales of certain licensed products.  Income before provision for taxes on income
from the  activities  of the  clinical  reference  laboratory  segment  was $0.9
million for the three month period ended January 31, 2005, compared to a loss of
$(1.1) million for the 2004 period.  This increase is due to higher revenues and
a lower provision for uncollectible  accounts.  Loss before provision  (benefit)
for taxes on income at the other segment was $(1.9)  million for the three month
period ended January 31, 2005,  compared to $(2.3)  million for the 2004 period,
primarily due to lower legal costs in the 2005 period.

SIX MONTHS ENDED JANUARY 31, 2005 COMPARED WITH SIX MONTHS ENDED
JANUARY 31, 2004

        On October 14, 2004, the Company finalized and executed a settlement and
license  agreement  with  Digene  Corporation  to settle its  patent  litigation
lawsuit.  Under the terms of the  agreement,  the  Company  received  an initial
payment of $16.0 million,  of which $2.0 million is to be used to offset royalty
income  payments  based  upon net  sales of  licensed  products  covered  by the
agreement  during the first year.  The Company  will receive in the first annual
period (October 1, 2004 to September 30, 2005) a minimum royalty payment of $2.5
million  inclusive  of the $2  million  discussed  above  and at least a minimum
royalty  of $3.5 for each of the next four  annual  periods.  In  addition,  the
agreement provides for the Company to receive quarterly running royalties on the
net sales of Digene products  subject to the license until the expiration of the
patent  on April 24,  2018.  These  quarterly  running  royalties  will be fully
creditable  against the minimum royalty  payments due in the first five years of
the  agreement.  The  balance,  if any, of the minimum  royalty  payment will be
recognized in the final quarter of the applicable  annual royalty  period.  As a
result of this  settlement  and  license  agreement  with  Digene  (the  "Digene
agreement"),  the Company  recorded a gain on patent  litigation  settlement  of
$14.0 million in the first quarter of fiscal 2005.  During the fiscal six months
ended  January  31,  2005,  the  Company  recognized  royalties  from the Digene
agreement,  which is included in research  product  revenues and royalty income.
See Legal Proceedings.

        Revenues  for the six months  ended  January 31, 2005  increased by $0.2
million to $21.5 million from $21.3 million as compared to the 2004 period.  The
revenue  increase  was  attributable  to the  increase  of $1.2  million  at the
clinical  laboratory  offset by a decrease of $1.0  million of research  product
sales and royalty income. This decrease in research products sales was primarily
due to the dispute  with Roche  Diagnostics  ("ROCHE"),  on the sales of certain
licensed  products and partially  offset by the royalty income from Digene.  The
increase in revenue at the clinical  laboratory is primarily due to the increase
in volume of customer accounts being serviced.

                                       14
<PAGE>


        The cost of research  products sold for the six months was comparable to
the 2004 period.

        The cost of  clinical  laboratory  services  increased  by $0.9  million
during the 2005 period  primarily  due to an increase in costs  associated  with
certain esoteric tests and an increase in the volume of tests performed.

        Research and  development  expenses for the six months ended January 31,
2005 were comparable to the 2004 period.

        Selling,  general and administrative  expenses increased by $1.9 million
during the six months ended,  as compared to the 2004 period.  This increase was
primarily  due to an  increase  in  direct  selling  expenditures  for  both our
clinical reference laboratory and life science divisions, and higher information
technology   costs   associated  with  the  expansion  of  the  data  processing
connectivity program and infrastructure.

        The Company's  legal expenses  decreased by $0.5 million during the 2005
period to $2.3 million  from $2.8  million as compared to the 2004 period.  This
decrease is primarily  due to the reduction of legal  activities  because of the
settlement  with Digene  Corporation  during the first quarter ended October 31,
2004.

        The Company's provision for uncollectible  accounts receivable decreased
by $2.9  million  during the 2005 period to $2.6  million  from $5.5  million as
compared to the 2004 period at the clinical reference laboratory  division.  The
percentage  of  the  provision  for  uncollectible   accounts  receivable  as  a
relationship to clinical  reference  laboratory revenue decreased to 17% for the
2005 period as compared to 38% for the 2004 period.  This decrease was primarily
due to the change in the mix of payors.

        As a result of the  settlement  agreement  with  Digene  Corporation  as
discussed above, the Company recorded a gain on patent litigation  settlement of
$14.0 million in the six months ended January 31, 2005.

        Interest income was comparable to last year's period.

        For the six months  ended  January  31,  2005,  the  Company  recorded a
provision  for  income  taxes of $4.7  million  which was based on the  combined
effective federal, state and local income tax rates.

        Income before  provision for taxes on income from the  activities of the
research  and  development  segment was $13.1  million for the six month  period
ended  January 31,  2005,  compared to $0.6  million  for the 2004  period.  The
increase in the fiscal 2005 period  resulted from recording the $14 million gain
from the Digene  agreement  during the first fiscal  quarter  ended  October 31,
2004.  Income before  provision  for taxes on income from the  activities of the
clinical reference  laboratory segment was $1.5 million for the six month period
ended  January  31,  2005,  compared  to a loss of $(0.4)  million  for the 2004
period.  This  increase  is due to higher  revenues  and a lower  provision  for
uncollectible  accounts.  Loss before provision for taxes on income at the other
segment was $(3.4)  million for the six month  period  ended  January 31,  2005,
compared to $(3.7)  million for the 2004  period,  primarily  due to lower legal
costs in the 2005 period.

                                       15
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.  Controls and Procedures

Under the supervision and with the  participation  of the Company's  management,
including the Company's Chief Executive Officer and Chief Financial Officer, the
Company has  evaluated  the  effectiveness  of the design and  operation  of its
disclosure  controls and procedures pursuant to Exchange Act Rule 13a-14c within
90 days of the filing date of this quarterly  report.  Based on that evaluation,
the Chief  Executive  Officer and Chief  Financial  Officer have  concluded that
these  disclosure   controls  and  procedures  are  effective.   There  were  no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect internal  controls  subsequent to the date of their
evaluation.

                           PART II - Other Information

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

In March 2002,  Enzo Life Sciences,  a subsidiary of the Company,  filed suit in
the United States  District  Court for the District of Delaware  against  Digene
Corp.,  charging it with infringing the Company's U.S. Patent No.  6,221,581 B1,
which concerns a novel process for detecting  nucleic acids of interest.  On May
31, 2002, Digene filed counterclaims in that suit against Enzo Life Sciences and
the Company,  including business tort counterclaims relating to the '581 patent.
On October  13,  2004,  the  Company,  its  wholly  owned  subsidiary  Enzo Life
Sciences,  Inc. ("Enzo Life Sciences") and Digene Corporation ("Digene") entered
into  a  Settlement  and  License   Agreement  (the  "Agreement")  and  a  Joint
Stipulation  and Order of Dismissal  with  Prejudice  (the  "Stipulation").  The
Agreement  provides for (i) the full and final  settlement of the Litigation and
(ii) the grant to Digene of a non-exclusive,  worldwide, royalty-bearing license
with respect to such '581 Patent and the  remaining  patents in the '581 patents
global family.  The '581 patent is set to expire on April 24, 2018.  Pursuant to
the  Agreement  Digene is  irrevocably  required  to pay Enzo Life  Sciences  an
aggregate  of $30.5  million of which Life  Sciences  received  $16 million (the
"First Payment") from Digene on October 14, 2004.  Digene will pay to Enzo $16.5
million  (subject  to  the  $2  million  credit  discussed  below)  ("Additional
Irrevocable Payments"), $2.5 million of which shall be paid by November 14, 2005
and $3.5 million per year by November 14 of each of 2006, 2007 2008 and 2009. In
addition,  Digene shall pay Enzo Life Sciences Running Royalties on Net Sales of
Licensed Products.  Each Additional  Irrevocable  Payment is fully creditable by
Digene against the Running Royalties that are due under the Agreement. Digene at
it  discretion  may credit $2 million of the First  Payment  against  either the
payment  required  to be paid by  Digene by  November  14,  2005 or the  Running
Royalties due Enzo Life Sciences under the Agreement. The Stipulation, which was
filed with the Court on October 15, 2004,  dismisses  with prejudice all claims,
counterclaims and defenses brought or raised by any party to the Litigation.

Information  relating to certain other legal proceedings in which the Company is
a party can be found in the Company's  Annual Report on form 10-K for the period
ended July 31, 2004.

                                       16
<PAGE>


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

     Exhibit No.     Exhibit

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

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

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

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


                                       17
<PAGE>


                                   SIGNATURES


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




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




Date: March 10, 2005                            by:  /s/ Barry Weiner
                                                     -------------------------
                                                Chief Financial Officer


                                       18