SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

Mark one

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

For the quarterly period ended October 31, 2004

                                       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 125-2).

                                    X  Yes   No
                                   ---

As of November 26, 2004 the  Registrant  had  32,418,900  shares of Common Stock
Outstanding.


<PAGE>

                               ENZO BIOCHEM, INC.

                                    FORM 10-Q

                                October 31, 2004

                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                   PAGE
                                                                                  NUMBER
                                                                                  ------
PART  I - FINANCIAL INFORMATION
-------
<S>                                                                                 <C>
Item 1.  Financial Statements

         Consolidated Balance Sheet - October 31, 2004 (unaudited)
            and July 31, 2004 (audited)                                              3

         Consolidated Statement of Operations
            For the three months ended October 31, 2004 and 2003 (unaudited)         4

         Consolidated Statement of Cash Flows
            For the three months ended October 31, 2004 and 2003 (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                 14

Item 4.  Controls and Procedures                                                    14

Part II - Other Information

Item 1.  Legal Proceedings                                                          15

Item 6.  Exhibits                                                                   16
</TABLE>






                                       2
<PAGE>


                                ENZO BIOCHEM, INC
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                             October 31,     July 31,
                                                                                    2004         2004

                                                                             (unaudited)    (audited)
                                                                             ------------------------
                                                                                  (In Thousands)

                                    ASSETS
<S>                                                                             <C>         <C>
Current assets:
   Cash and cash equivalents ...............................................    $68,619     $54,499
   Marketable securities ...................................................     18,296      17,242
   Accounts receivable, less allowance for doubtful accounts ...............     13,976      14,794
   Income tax receivable ...................................................      3,374       3,907
   Inventories .............................................................      3,308       3,434
   Prepaid expenses ........................................................      1,620       1,833
   Deferred taxes ..........................................................      1,316       1,975
                                                                               --------    --------
Total current assets .......................................................    110,509      97,684
Property and equipment, at cost less accumulated depreciation
    and amortization .......................................................      2,454       2,414
Goodwill ...................................................................      7,452       7,452
Deferred patent costs, less accumulated amortization .......................      2,316       2,624
Other ......................................................................        163         160
                                                                               --------    --------
                                                                               $122,894    $110,334
                                                                               ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Trade accounts payable ..................................................     $1,195      $2,092
   Deferred revenue ........................................................      2,000          --
   Accrued legal fees ......................................................      1,665       2,051
   Other accrued expenses ..................................................      1,012         711
   Accrued research and development expenses ...............................        110         225
   Income taxes payable ....................................................      4,430          --
   Accrued payroll .........................................................        521         258
   Deferred rent ...........................................................         26          87
                                                                               --------    --------
Total current liabilities ..................................................     10,959       5,424

Deferred taxes .............................................................        402         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 and outstanding: 32,418,900 at October 31, 2004 and 30,864,400
       at July 31, 2004 ....................................................        324         309
   Additional paid-in capital ..............................................    229,932     205,920
   Less treasury stock at cost, 367,400 shares .............................     (5,669)     (5,669)
   Accumulated deficit .....................................................   (113,090)    (96,148)
   Accumulated other comprehensive loss ....................................       (264)       (246)
                                                                               --------    --------
Total stockholders' equity .................................................    111,233     104,166
                                                                               --------    --------
                                                                               $122,894    $110,334
                                                                               ========    ========
</TABLE>


                                       3
<PAGE>

                               ENZO BIOCHEM, INC.

                CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                                                         Three Months Ended October 31,
                                                                  2004              2003
                                                     ----------------------------------
                                                    (In thousands, expect per share data)
<S>                                                             <C>              <C>
Revenues:
   Research product revenues ...........................        $2,456           $2,760
   Clinical laboratory services ........................         7,845            7,513
                                                              --------         --------
                                                                10,301           10,273
Costs and expenses and other income:
   Cost of research product revenues ...................           575              501
   Cost of clinical laboratory services ................         2,914            2,322
   Research and development expense ....................         2,212            1,932
   Selling expense .....................................         1,509              902
   General and administrative expense ..................         2,628            2,390
   Provision for uncollectible accounts receivable .....         1,477            2,372
   Legal expense .......................................         1,143              956
   Interest income .....................................          (330)            (286)
   Gain on patent litigation settlement ................       (14,000)              --
                                                              --------         --------
                                                                (1,872)          11,089
                                                              --------         --------
Income (loss) before (provision) benefit for taxes on ..
   income ..............................................        12,173             (816)
(Provision) benefit for taxes on income ................        (5,152)             493
                                                              --------         --------

Net income (loss) ......................................        $7,021            $(323)
                                                              ========         ========

Net income (loss) per common share:
   Basic ...............................................          $.22            ($.01)
                                                              ========         ========
   Diluted .............................................          $.21            ($.01)
                                                              ========         ========

Denominator for per share calculation:
   Basic ...............................................        32,416           31,507
                                                              ========         ========
   Diluted .............................................        32,907           31,507
                                                              ========         ========
</TABLE>






                                       4
<PAGE>

                                ENZO BIOCHEM, INC
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           Three Months Ended October 31,
                                                                     2004           2003
                                                           -----------------------------
                                                               (In Thousands)
<S>                                                                <C>             <C>
Cash flows from operating activities:
   Net income (loss) ..........................................    $7,021          $(323)
   Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
     Depreciation and amortization of property and
        equipment .............................................       260            253
     Amortization of deferred patent costs ....................       330            214
     Provision for uncollectible accounts receivable ..........     1,477          2,372
     Deferred tax .............................................       643           (321)
     Deferred rent ............................................       (61)           (58)

     Changes in operating assets and liabilities:
        Accounts receivable before provision for
           uncollectible amounts ..............................      (659)        (1,749)
        Inventories ...........................................       126            100
        Income taxes receivable ...............................       533            ---
        Prepaid expenses ......................................       213            226
        Prepaid taxes .........................................       (66)          (268)
        Trade accounts payable and other accrued expenses......      (596)           660
        Income taxes payable ..................................     4,496            ---
        Accrued research and development expenses .............      (115)          (453)
        Deferred revenue ......................................     2,000            ---
        Accrued legal fees ....................................      (386)          (234)
        Accrued payroll .......................................       262            (82)
                                                                 --------       --------
        Total adjustments .....................................     8,457            660
                                                                 --------       --------

               Net cash provided by operating activities           15,478            337
                                                                 --------       --------

Cash flows from investing activities:
   Capital expenditures .......................................      (300)          (295)
   Patent costs deferred ......................................       (21)           (43)
   Purchase of marketable securities ..........................    (1,098)           (96)
   Security deposits ..........................................        (4)            (4)
                                                                 --------       --------
     Net cash used in investing activities ....................    (1,423)          (438)
                                                                                --------
Cash flows from financing activities:
   Proceeds from the exercise of stock options ................        65            279
                                                                 --------       --------
     Net cash provided by financing activities ................        65            279
                                                                 --------       --------

Net increase in cash and cash equivalents .....................    14,120            178
Cash and cash equivalents at the beginning of the period ......    54,499         63,268
                                                                 --------       --------
Cash and cash equivalents at the end of the period ............   $68,619        $63,446
                                                                 ========       ========
</TABLE>




                                       5
<PAGE>

                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2004
                                   (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 three  months  ended  October  31,  2004 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

The Company  accounts 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 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.

In December  2002, the FASB issued  Statement No. 148 ("SFAS 148"),  "Accounting
for Stock-Based  Compensation - Transition and Disclosure."  SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock-Based  Compensation," to provide alternative
methods of  transition  to SFAS No.  123's fair value method of  accounting  for
stock-based  employee  compensation.  SFAS No. 148 also  amends  the  disclosure
provisions of SFAS No. 123 to require  disclosure in the summary of  significant
accounting policies of the effects of an entity's accounting policy with respect
to stock-based employee  compensation on reported net income. While SFAS No. 148
does not amend SFAS No. 123 to require  companies to account for employee  stock
options using the fair value method,  the disclosure  provisions of SFAS No. 148
are  applicable  to  all  companies  with  stock-based  employee   compensation,
regardless  of whether they account for that  compensation  using the fair value
method of SFAS No. 123 or the intrinsic  value method of APB No. 25. The Company
adopted SFAS No. 148 effective January 31, 2003.




                                       6
<PAGE>

                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2004
                                   (UNAUDITED)


The following table  illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
to stock-based compensation for the periods ended October 31, 2004 and 2003:
<TABLE>
<CAPTION>
                                                         Three Months Ended October 31,
                                                               2004            2003
                                                               --------------------
                                                       (In thousands, except for share data)
<S>                                                           <C>           <C>
Net income (loss), as reported                                $7,021          $(323)
Deduct: Total stock-based employee  compensation expense
determined under fair value based method for all awards        (981)           (814)
                                                               -----           -----

Pro forma net income (loss)                                   $6,040        $(1,137)
                                                              ======        ========

Earnings (loss) per share:
   Basic - as reported                                          $.22          $(.01)
   Basic - pro forma                                             .19           (.04)

   Diluted - as reported                                        $.21          $(.01)
   Diluted - pro forma                                           .18           (.04)
</TABLE>

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards ("SFAS") No. 128, "Earnings Per Share". The following table sets forth
the computation of basic and diluted earnings per share pursuant to SFAS 128.
<TABLE>
<CAPTION>
                                                         Three Months Ended October 31,
                                                               2004            2003
                                                               --------------------
                                                       (In thousands, except for share data)
<S>                                                           <C>           <C>

Numerator:
   Net income (loss) for numerator for basic and
   diluted earnings per common share                          $7,021          $(323)

Denominator:
   Denominator for basic earnings per common
   equivalent share during the period                         32,416         31,507

Effect of dilutive securities
   Employee and director stock options and warrants              491            ---
                                                                 ---            ---

Denominator for diluted earnings (loss) per common
   equivalent share and assumed conversions                   32,907         31,507
                                                              ======         ======

Basic earnings (loss) per share                                 $.22         $.(01)
                                                                ====         ======

Diluted earnings (loss) per share                               $.21         $(.01)
                                                                ====         ======
</TABLE>
The following table summarized,  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.
<TABLE>
<CAPTION>
                                                          Three Months Ended October 31,
                                                               2004            2003
                                                               --------------------
                                                                 (In thousands)
<S>                                                             <C>         <C>

Employee and director stock options and warrants                 ---             374
</TABLE>



                                       7
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                October 31, 2004
                                   (Unaudited)

The Company declared a 5% stock dividend on October 5, 2004 payable 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 October  31,  2004 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:

                                        OCTOBER 31, 2004      JULY 31, 2004
                                        -----------------------------------
                                                       (In thousands)

                 Raw Materials                       $85               $125
                 Work in process                   2,261              2,188
                 Finished products                   962              1,121
                                                  ------             ------
                                                  $3,308             $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 could 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.  No royalties have been recorded in the quarter ended October 31,
2004, since the Company records royalty income as it is earned based on Digene's
net sales as  reported by Digene to the  Company.  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  agreement with
Digene,  the Company  recorded a gain on patent  litigation  settlement of $14.0
million in the three months ended October 31, 2004. See Legal Proceedings.







                                       8
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                October 31, 2004
                                   (Unaudited)

Note 2--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  assesses  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 AND DEVELOPMENT     CLINICAL REFERENCE LABORATORIES
                                                  ------------------------     -------------------------------
                                               THREE MONTHS ENDED OCTOBER 31,   THREE MONTHS ENDED OCTOBER 31,
                                               ------------------------------   ------------------------------
                                                  2004           2003              2004            2003
                                                  ----           ----              ----            ----

<S>                                             <C>               <C>               <C>             <C>
Operating revenues:
Research product revenues ..................     $2,456          $2,760                              ---
Clinical laboratory services ...............                        ---           $7,845          $7,513

Cost and expenses:
Cost of research product revenues ..........        575             501                              ---
Cost of clinical laboratory services .......                        ---            2,914           2,322
Research and development expense ...........      2,212           1,932                              ---
Provision for uncollectible accounts .......                        ---            1,477           2,372
Other costs and expenses ...................        634             398            2,808           2,155
Gain on patent litigation settlement .......   (14,000)
Interest income ............................        ---             ---              ---             ---
                                                    ---             ---              ---             ---

Income (loss) before (provision) benefit for
   income taxes on income ..................    $13,035           $(71)             $646            $664
                                                =======           =====             ====            ====
<CAPTION>
                                                             OTHER                         CONSOLIDATED
                                                             -----                         ------------
                                                 THREE MONTHS ENDED OCTOBER 31,   THREE MONTHS ENDED OCTOBER 31,
                                                 ------------------------------   ------------------------------
                                                      2004          2003              2004           2003
                                                      ----          ----              ----           ----
<S>                                               <C>           <C>                <C>              <C>
Operating revenues:
Research product revenues ..................                         ---            $2,456          $2,760
Clinical laboratory services ...............                         ---             7,845           7,513

Cost and expenses:
Cost of research product revenues ..........                         ---               575             501
Cost of clinical laboratory services .......                         ---             2,914           2,322
Research and development expense ...........                         ---             2,212           1,932
Provision for uncollectible accounts .......                         ---             1,477           2,372
Other costs and expenses ...................         1,838        $1,695             5,280           4,248
Gain on patent litigation settlement .......                                      (14,000)
Interest income ............................         (330)         (286)             (330)           (286)
                                                     -----         -----             -----           -----

Income (loss) before (provision) benefit for
   income taxes on income ..................      ($1,508)      $(1,409)           $12,173          $(816)
                                                  ========      ========           =======          ======
</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 2 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
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 three months ended October
31,  2004 and 2003,  respectively,  approximately  24% and 27% of the  Company's
operating  revenues were derived from research  product sales and  approximately
76% and 73% were derived from clinical laboratory services.

Liquidity and Capital Resources

         At October  31,  2004,  our cash and cash  equivalents  and  marketable
securities  totaled  $86.9  million,  an increase of $15.2 million from July 31,
2004.  We had working  capital of $99.6  million at October 31, 2004 compared to
$92.3 million at July 31, 2004.

         Net cash provided by operating  activities for the period ended October
31, 2004 was  approximately  $15.5  million as compared to net cash  provided by
operating  activities of $.4 million for the period ended October 31, 2003.  The
increase in net cash provided by operating  activities  was primarily due to the
increase  in net income in the 2005  period as  compared  to the net loss in the
2004 period as a result of the above mentioned  settlement agreement with Digene
Corporation.




                                       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 could 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.  No royalties have been recorded in the quarter ended October 31,
2004, since the Company records royalty income as it is earned based on Digene's
net sales as  reported by Digene to the  Company.  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  agreement with
Digene,  the Company  recorded a gain on patent  litigation  settlement of $14.0
million in the three months ended October 31, 2004. See Legal Proceedings.

         Net cash used in  investing  activities  increased  approximately  $1.0
million from the 2004 period, primarily as a result of an increase investment in
short term securities.

         Net cash provided by financing activities decreased by $.2 million from
the 2004 period  primarily  as a result of the  decrease  in  proceeds  from the
exercise of stock options.

         We  believe  that our  current  cash  position  is  sufficient  for our
foreseeable  liquidity  and capital  resource  needs,  although  there can be no
assurance that future events will not alter such view.

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

Critical Accounting Policies

General

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

REVENUE RECOGNITION

                 Revenues  from  the  clinical   laboratory  are  recognized  as
services  are rendered  upon  completion  of the testing  process for a specific
patient and reported to the ordering  physician.  The Company's revenue is based
on  amounts  billed  or  billable  for  services


                                       11
<PAGE>


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,  exclusive  of  certain  non-exclusive
distribution agreements, 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.

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.

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


                                       12
<PAGE>

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.  Company  management  believes  that no
impairment to its long-lived assets has occurred.

Results of Operations

THREE MONTHS ENDED OCTOBER 31, 2004 COMPARED WITH THREE MONTHS ENDED OCTOBER 31,
2003

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 could 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.  No
royalties  have been recorded in the quarter  ended October 31, 2004,  since the
Company  records  royalty  income as it is earned based on Digene's net sales as
reported by Digene to the Company.  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  agreement  with  Digene,  the  Company
recorded a gain on patent  litigation  settlement  of $14.0 million in the three
months ended October 31, 2004. See Legal Proceedings.

           Revenues from  operations for the three months ended October 31, 2004
were comparable to the prior period.

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

         The cost of  clinical  laboratory  services  increased  by $.6  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  increased  by  approximately  $.3
million as a result of an increase in the expenses related to the clinical trial
activities and other research projects.

         Selling  expenses  increased  by $.6  million  during the three  months
ended, as compared to the prior year's three months. This increase was primarily
due to an increase in selling  expenditures  from both our  clinical  laboratory
operations and the life science division.


                                       13
<PAGE>

         General and administrative expenses increased by $.2 million due to the
increase in data processing personnel costs.

         The Company's  legal expenses  increased by $.2 million to $1.2 million
from $1.0 million as compared to the previous  year.  This increase is primarily
due to the  settlement  related  expenses with Digene  Corporation in the patent
infringement  proceedings  and the increase in the overall  legal  activities on
these infringement proceedings.

         The Company's provision for uncollectible accounts receivable decreased
by $.9 million to $1.5  million  from $2.4 million as compared to the same three
month period last year at the clinical  laboratory  division.  The percentage of
the provision for uncollectible accounts receivable as a relationship to revenue
decreased  to 18.8% for these  three  months  ended as compared to 31.5% for the
same three month period last year. 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 three months ended October 31, 2004.

         Interest income was comparable to last years prior three months ended.

         For the three months ended  October 31,  2004,  the Company  recorded a
provision  for  income  taxes of $5.2  million  which was based on the  combined
effective federal, state and local income tax rates.

         Income (loss) before  (provision)  benefit for taxes on income from the
research and development  segment activities and related costs was $13.0 million
in for period ended October 31, 2004,  as compared to loss before  provision for
taxes on income of $.1  million  in for  period  ended  October  31,  2003.  The
increase in the income resulted  primarily from the company  recording the $14.0
million gain on the patent  infringement  settlement with Digene  Corporation in
this  quarter.  Income  (loss)  before  provision  for taxes on income  from the
clinical reference laboratories segment was comparable to last years prior three
months.

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.





                                       14
<PAGE>

                           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  and
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 will
be filed with the Court by 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.








                                       15
<PAGE>


Item G.   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.




















                                       16
<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: December 8, 2004                        by: /s/ BARRY WEINER
                                                  ----------------
                                              Chief Financial Officer,












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