|                                  
|----------------------------------
|UNITED STATES                     
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|                                  
|FORM 10-Q                         

|                                                                           |                                                                                          
|-------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|Mark one                                                                  
|                                                                           |                                                                                          
|x                                                                          | QUARTERLY REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                                           |                                                                                          
|For the quarterly period ended
 January 31, 2009                          
|                                                                           |                                                                                          
|                                                                           | or                                                                                       
|                                                                           |                                                                                          
|o                                                                          | TRANSITION REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                          
|For the transition period from ___________________ to
 ___________________
|                                                                          
|Commission File Number 001-09974                                          

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

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

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

Yes xNoo

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

Large
accelerated filer oAccelerated filerxNon-accelerated fileroSmaller reporting companyo

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

Yes oNox

As of
March 1, 2009 the Registrant had approximately 37,481,000 shares of common
stock outstanding.

---



ENZO BIOCHEM, INC. 
FORM 10-Q 
January 31, 2009

INDEX

|           |  |                                                                                                                               |  |   
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --
|           |  | PART I - FINANCIAL INFORMATION                                                                                                |  |   
|           |  |                                                                                                                               |  |   
|Item 1.    |  | Financial
 Statements                                                                                                         |  |   
|           |  |                                                                                                                               |  |   
|           |  | Consolidated
 Balance Sheets January 31, 2009 (unaudited) and July 31, 2008 (audited)                                         |  | 3 
|           |  |                                                                                                                               |  |   
|           |  | Consolidated
 Statements of Operations For the three and six months ended January 31, 2009
 and 2008 (unaudited)              |  | 4 
|           |  |                                                                                                                               |  |   
|           |  | Consolidated
 Statement of Stockholders Equity and Comprehensive Loss For the six months
 ended January 31, 2009 (unaudited) |  | 5 
|           |  |                                                                                                                               |  |   
|           |  | Consolidated
 Statements of Cash Flows For the six months ended January 31, 2009 and 2008
 (unaudited)                        |  | 6 
|           |  |                                                                                                                               |  |   
|           |  | Notes to
 Consolidated Financial Statements                                                                                   |  | 7 
|           |  |                                                                                                                               |  |   
|Item 2.    |  | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 18
|           |  |                                                                                                                               |  |   
|Item 3.    |  | Quantitative and
 Qualitative Disclosures About Market Risk                                                                   |  | 33
|           |  |                                                                                                                               |  |   
|Item 4.    |  | Controls and
 Procedures                                                                                                      |  | 33
|           |  |                                                                                                                               |  |   
|           |  | Part II  OTHER INFORMATION                                                                                                   |  |   
|           |  |                                                                                                                               |  |   
|Item 1.    |  | Legal
 Proceedings                                                                                                            |  | 34
|           |  |                                                                                                                               |  |   
|Item 1A.   |  | Risk Factors                                                                                                                  |  | 34
|           |  |                                                                                                                               |  |   
|Item 4.    |  | Submission of
 Matters to a Vote of Security Holders                                                                          |  | 34
|           |  |                                                                                                                               |  |   
|Item 6.    |  | Exhibits                                                                                                                      |  | 34
|           |  |                                                                                                                               |  |   
|Signatures |  |                                                                                                                               |  | 34

2

---



Part 1Financial InformationItem 1Financial
Statements

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

|                                                                                                                                            |  |                              |          |                         |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | ----------------------- | - | -------- | -
|                                                                                                                                            |  | January 31,
 2009(unaudited) |          | July 31,
 2008(audited) |  
|                                                                                                                                            |  |                              |          |                         |  
|ASSETS                                                                                                                                      |  |                              |          |                         |   |          |  
|Current assets:                                                                                                                             |  |                              |          |                         |   |          |  
|Cash and cash equivalents                                                                                                                   |  | $                            | 8,480    |                         | $ | 78,322   |  
|Short term investments                                                                                                                      |  |                              | 64,452   |                         |   |         |  
|Accounts receivable, net of allowances                                                                                                      |  |                              | 11,053   |                         |   | 15,348   |  
|Inventories                                                                                                                                 |  |                              | 8,109    |                         |   | 9,514    |  
|Prepaid expenses                                                                                                                            |  |                              | 1,491    |                         |   | 2,496    |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Total current assets                                                                                                                        |  |                              | 93,585   |                         |   | 105,680  |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Property, plant, and equipment, net                                                                                                         |  |                              | 9,562    |                         |   | 9,053    |  
|Goodwill                                                                                                                                    |  |                              | 20,076   |                         |   | 21,321   |  
|Intangible assets, net                                                                                                                      |  |                              | 15,958   |                         |   | 17,656   |  
|Other                                                                                                                                       |  |                              | 648      |                         |   | 812      |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Total assets                                                                                                                                |  | $                            | 139,829  |                         | $ | 154,522  |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |  |                              |          |                         |   |          |  
|Current liabilities:                                                                                                                        |  |                              |          |                         |   |          |  
|Accounts payable  trade                                                                                                                    |  | $                            | 3,652    |                         | $ | 4,299    |  
|Accrued liabilities                                                                                                                         |  |                              | 9,402    |                         |   | 7,370    |  
|Other current liabilities                                                                                                                   |  |                              | 1,005    |                         |   | 1,161    |  
|Deferred taxes                                                                                                                              |  |                              | 242      |                         |   | 458      |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Total current liabilities                                                                                                                   |  |                              | 14,301   |                         |   | 13,288   |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Deferred revenue                                                                                                                            |  |                              | 270      |                         |   | 512      |  
|Deferred taxes                                                                                                                              |  |                              | 1,983    |                         |   | 2,433    |  
|Commitments and contingencies                                                                                                               |  |                              |          |                         |   |          |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Stockholders equity:                                                                                                                       |  |                              |          |                         |   |          |  
|Preferred Stock, $.01 par value; authorized 25,000,000
 shares; no shares issued or outstanding                                             |  |                              |         |                         |   |         |  
|Common Stock, $.01 par value; authorized 75,000,000
 shares; shares issued: 38,358,635 at January 31, 2009 and 38,007,581 at July
 31, 2008 |  |                              | 384      |                         |   | 380      |  
|Additional paid-in capital                                                                                                                  |  |                              | 305,997  |                         |   | 303,811  |  
|Less treasury stock at cost: 877,704 shares at January 31,
 2009 and 777,719 shares at July 31, 2008                                        |  |                              | (12,457  | )                       |   | (11,331  | )
|Accumulated deficit                                                                                                                         |  |                              | (170,199 | )                       |   | (156,157 | )
|Accumulated other comprehensive (loss) income                                                                                               |  |                              | (450     | )                       |   | 1,586    |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Total stockholders equity                                                                                                                  |  |                              | 123,275  |                         |   | 138,289  |  
|                                                                                                                                            |  |                              |          |                         |   |          |  
|Total liabilities and stockholders equity                                                                                                  |  | $                            | 139,829  |                         | $ | 154,522  |  
|                                                                                                                                            |  |                              |          |                         |   |          |  

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

3

---



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

|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|----------------------------------------------- |  | -------------------------------- | ------ | ------------------------------ | - | ------ | - | ---- | ------- | - | - | ------ | -
|                                                |  | Three Months Ended 
 January 31, |        | Six Months Ended 
 January 31, |  
|                                                |  | 2009                             |        | 2008                           |   | 2009   |   | 2008 |        
|                                                |  |                                  |        |                                |   |        |   |      |        
|Revenues:                                       |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Product revenues                                |  | $                                | 9,497  |                                | $ | 6,028  |   | $    | 19,474  |   | $ | 11,890 |  
|Royalty and license fee income                  |  |                                  | 1,904  |                                |   | 1,498  |   |      | 4,820   |   |   | 3,816  |  
|Clinical laboratory services                    |  |                                  | 9,515  |                                |   | 10,700 |   |      | 17,687  |   |   | 21,965 |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|                                                |  |                                  | 20,916 |                                |   | 18,226 |   |      | 41,981  |   |   | 37,671 |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Costs and expenses and other
 (income):         |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Cost of product revenues                        |  |                                  | 6,591  |                                |   | 4,210  |   |      | 13,396  |   |   | 8,644  |  
|Cost of clinical laboratory services            |  |                                  | 5,989  |                                |   | 4,969  |   |      | 11,796  |   |   | 10,100 |  
|Research and development expense                |  |                                  | 2,218  |                                |   | 2,449  |   |      | 4,220   |   |   | 4,151  |  
|Selling, general, and administrative expense    |  |                                  | 10,908 |                                |   | 9,603  |   |      | 20,383  |   |   | 17,007 |  
|Provision for uncollectible accounts receivable |  |                                  | 1,376  |                                |   | 964    |   |      | 3,235   |   |   | 2,124  |  
|Legal expense                                   |  |                                  | 1,288  |                                |   | 1,228  |   |      | 2,498   |   |   | 3,677  |  
|Interest income                                 |  |                                  | (142   | )                              |   | (1,086 | ) |      | (552    | ) |   | (2,546 | )
|Other income                                    |  |                                  | (118   | )                              |   | (100   | ) |      | (151    | ) |   | (126   | )
|Foreign
    currency loss                       |  |                                  | 373    |                                |   |       |   |      | 955     |   |   |       |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|                                                |  |                                  | 28,483 |                                |   | 22,237 |   |      | 55,780  |   |   | 43,031 |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Loss before income taxes                        |  |                                  | (7,567 | )                              |   | (4,011 | ) |      | (13,799 | ) |   | (5,360 | )
|(Provision) benefit for income
 taxes           |  |                                  | (106   | )                              |   | (42    | ) |      | (243    | ) |   | 73     |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Net loss                                        |  | $                                | (7,673 | )                              | $ | (4,053 | ) | $    | (14,042 | ) | $ | (5,287 | )
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Net loss per common share:                      |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Basic                                           |  | $                                | (0.20  | )                              | $ | (0.11  | ) | $    | (0.38   | ) | $ | (0.14  | )
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Diluted                                         |  | $                                | (0.20  | )                              | $ | (0.11  | ) | $    | (0.38   | ) | $ | (0.14  | )
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Weighted average common shares
 outstanding:    |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Basic                                           |  |                                  | 37,449 |                                |   | 36,762 |   |      | 37,393  |   |   | 36,739 |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  
|Diluted                                         |  |                                  | 37,449 |                                |   | 36,762 |   |      | 37,393  |   |   | 36,739 |  
|                                                |  |                                  |        |                                |   |        |   |      |         |   |   |        |  

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

4

---



ENZO BIOCHEM, INC
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE LOSS
Six months ended January 31, 2009 
(UNAUDITED) 
(In thousands, except share data)

|                                                  |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |   |   |        |   |   |         |   |   |         |  
|------------------------------------------------- |  | ----------------- | ---------- | ------------------- |  | ----------------------- |  | ---------------------------- | --- | ----------------------- | - | -------------------- |  | ------------------------------------------------ | ------- | ---------------------------- | - | ------------------- | - | - | ------ | - | - | ------- | - | - | ------- | -
|                                                  |  | CommonStockShares |            | TreasuryStockShares |  | Common
 
 Stock
 Amount |  | Additional
 Paid-in
 Capital |     | Treasury
 Stock
 Amount |   | Accumulated
 Deficit |  | Accumulated
 Other
 Comprehensive
 (Loss) Income |         | Total
 Stockholders
 Equity |   | Comprehensive
 Loss |  
|                                                  |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |  
|Balance at
 July 31, 2008                         |  |                   | 38,007,581 |                     |  | 777,719                 |  | $                            | 380 |                         | $ | 303,811              |  | $                                                | (11,331 | )                            | $ | (156,157            | ) | $ | 1,586  |   | $ | 138,289 |   |   |         |  
|                                                  |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |   |   |        |   |   |         |   |   |         |  
|Net (loss)
 for the period ended January 31, 2009 |  |                   |           |                     |  |                        |  |                              |    |                         |   |                     |  |                                                  |        |                              |   | (14,042             | ) |   |       |   |   | (14,042 | ) | $ | (14,042 | )
|Purchase of
 treasury stock                       |  |                   |           |                     |  | 99,985                  |  |                              |    |                         |   |                      |  |                                                  | (1,126  | )                            |   |                    |   |   |       |   |   | (1,126  | ) |   |        |  
|Exercise of
 stock options                        |  |                   | 251,162    |                     |  |                        |  |                              | 3   |                         |   | 1,471                |  |                                                  |        |                              |   |                    |   |   |       |   |   | 1,474   |   |   |        |  
|Vesting of
 restricted stock                      |  |                   | 99,892     |                     |  |                        |  |                              | 1   |                         |   |                     |  |                                                  |        |                              |   |                    |   |   |       |   |   | 1       |   |   |        |  
|Stock based
 compensation charges                 |  |                   |           |                     |  |                        |  |                              |    |                         |   | 715                  |  |                                                  |        |                              |   |                    |   |   |       |   |   | 715     |   |   |        |  
|Foreign
 currency translation adjustments         |  |                   |           |                     |  |                        |  |                              |    |                         |   |                     |  |                                                  |        |                              |   |                    |   |   | (2,036 | ) |   | (2,036  | ) |   | (2,036  | )
|                                                  |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |   |   |        |   |   |         |   |   |         |  
|Comprehensive
 (loss)                             |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |   |   |        |   |   |         |   | $ | (16,078 | )
|                                                  |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |   |   |        |   |   |         |   |   |         |  
|Balance at
 January 31, 2009                      |  |                   | 38,358,635 |                     |  | 877,704                 |  | $                            | 384 |                         | $ | 305,997              |  | $                                                | (12,457 | )                            | $ | (170,199            | ) | $ | (450   | ) | $ | 123,275 |   |   |         |  
|                                                  |  |                   |            |                     |  |                         |  |                              |     |                         |   |                      |  |                                                  |         |                              |   |                     |   |   |        |   |   |         |   |   |         |  

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

5

---



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

|                                                                                      |  |                                                |          |      |   |         |  
|------------------------------------------------------------------------------------- |  | ---------------------------------------------- | -------- | ---- | - | ------- | -
|                                                                                      |  | Six
            Months Ended
      January 31, |         
|                                                                                      |  | 2009                                           |          | 2008 |  
|                                                                                      |  |                                                |          |      |  
|Cash flows
          from operating activities:                                       |  |                                                |          |      |   |         |  
|Net loss                                                                              |  | $                                              | (14,042  | )    | $ | (5,287  | )
|Adjustments
          to reconcile net loss to net cash used in operating activities: |  |                                                |          |      |   |         |  
|Depreciation
          and amortization of property, plant and equipment              |  |                                                | 990      |      |   | 669     |  
|Amortization
          of intangible assets                                           |  |                                                | 532      |      |   | 241     |  
|Provision
          for uncollectible accounts receivable                             |  |                                                | 3,235    |      |   | 2,124   |  
|Write
          off and/or reserve taken for obsolete inventory                       |  |                                                | 158      |      |   | 93      |  
|Deferred
          income tax benefit                                                 |  |                                                | (184     | )    |   | (276    | )
|Share
          based compensation charges                                            |  |                                                | 715      |      |   | 743     |  
|Deferred
          revenue recognized                                                 |  |                                                | (242     | )    |   | (225    | )
|Foreign
          currency loss on intercompany loan                                  |  |                                                | 881      |      |   |        |  
|Accrual
          for 401(k) employer match                                           |  |                                                | 643      |      |   | 470     |  
|                                                                                      |  |                                                |          |      |   |         |  
|Changes
          in operating assets and liabilities:                                |  |                                                |          |      |   |         |  
|Accounts
          receivable                                                         |  |                                                | 871      |      |   | (1,203  | )
|Inventories                                                                           |  |                                                | 789      |      |   | 784     |  
|Prepaid
          expenses                                                            |  |                                                | 981      |      |   | 145     |  
|Accounts
          payable - trade                                                    |  |                                                | (796     | )    |   | (277    | )
|Accrued
          liabilities                                                         |  |                                                | 1,461    |      |   | (3,736  | )
|Other
          current liabilities                                                   |  |                                                | (156     | )    |   |        |  
|Deferred
          revenue                                                            |  |                                                |         |      |   | 26      |  
|                                                                                      |  |                                                |          |      |   |         |  
|Total
          Adjustments                                                           |  |                                                | 9,878    |      |   | (422    | )
|                                                                                      |  |                                                |          |      |   |         |  
|Net
          cash used in operating activities                                       |  |                                                | (4,164   | )    |   | (5,709  | )
|                                                                                      |  |                                                |          |      |   |         |  
|Cash flows
          from investing activities:                                       |  |                                                |          |      |   |         |  
|Purchases
          of short term investments                                         |  |                                                | (208,506 | )    |   |        |  
|Maturities
          of short term investments                                        |  |                                                | 144,054  |      |   |        |  
|Capital
          expenditures                                                        |  |                                                | (1,558   | )    |   | (1,019  | )
|Increase
          in cash surrender value                                            |  |                                                |         |      |   | (77     | )
|Decrease
          (increase) in security deposits and other assets                   |  |                                                | 165      |      |   | (163    | )
|Acquisition
          costs paid                                                      |  |                                                |         |      |   | (37     | )
|                                                                                      |  |                                                |          |      |   |         |  
|Net
          cash used in investing activities                                       |  |                                                | (65,845  | )    |   | (1,296  | )
|                                                                                      |  |                                                |          |      |   |         |  
|Cash flows
          from financing activities:                                       |  |                                                |          |      |   |         |  
|Issuance
          costs from the issuance of common stock                            |  |                                                |         |      |   | (12     | )
|Proceeds
          from the exercise of stock options                                 |  |                                                | 348      |      |   | 384     |  
|                                                                                      |  |                                                |          |      |   |         |  
|Net
          cash provided by financing activities                                   |  |                                                | 348      |      |   | 372     |  
|                                                                                      |  |                                                |          |      |   |         |  
|                                                                                      |  |                                                |          |      |   |         |  
|Effect of
          exchange rate changes on cash and cash equivalents                |  |                                                | (181     | )    |   | 37      |  
|                                                                                      |  |                                                |          |      |   |         |  
|                                                                                      |  |                                                |          |      |   |         |  
|Decrease in cash and cash equivalents                                                 |  |                                                | (69,842  | )    |   | (6,596  | )
|Cash and cash
          equivalents - beginning of period                             |  |                                                | 78,322   |      |   | 105,149 |  
|                                                                                      |  |                                                |          |      |   |         |  
|Cash and cash equivalents -
          end of period                                   |  | $                                              | 8,480    |      | $ | 98,553  |  
|                                                                                      |  |                                                |          |      |   |         |  

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

6

---



ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 31, 2009 
and for the three and six month periods ended 
January 31, 2009 and 2008 
(Unaudited)

Note 1  Basis of Presentation

The accompanying consolidated financial statements include the accounts
of Enzo Biochem, Inc. and its wholly-owned subsidiaries, Enzo Clinical Labs,
Enzo Life Sciences, Enzo Therapeutics and Enzo Realty LLC, collectively
referred to as the Company or Companies. On May 8, 2008, Enzo Life
Sciences, Inc. (Enzo Life Sciences), a wholly-owned subsidiary of the
Company, acquired substantially all assets and certain liabilities of Biomol
International L.P. (Biomol LP) and the issued and outstanding capital stock
of Affiniti, Limited, a wholly owned subsidiary of Biomol LP., collectively
referred to as Biomol. The consolidated balance sheet as of January 31, 2009,
statement of stockholders equity and comprehensive loss and statement of cash
flows for the six months ended January 31, 2009, and the statements of
operations for the three and six months ended January 31, 2009 and 2008 are
unaudited. In the opinion of management, all adjustments (which include normal
recurring adjustments) necessary to present fairly the financial position and
operating results for the interim periods have been made. Certain information
and footnote disclosure, normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States,
have been condensed or omitted. The consolidated financial statements should be
read in conjunction with the consolidated financial statements for the year
ended July 31, 2008 and notes thereto contained in the Companys Annual Report
on Form 10-K filed with the Securities and Exchange Commission. The
consolidated balance sheet at July 31, 2008 has been derived from the audited
financial statements at that date. The results of operations for the three and
six months ended January 31, 2009 are not necessarily indicative of the results
that may be expected for the fiscal year ending July 31, 2009.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally
Accepted Accounting Principles (SFAS 162). SFAS 162 is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with generally accepted accounting principles.
SFAS 162 will become effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Company does not anticipate the adoption of SFAS 162 will have
a material impact on its results of operations, cash flows or financial
condition.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the
Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the
factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under FASB Statement No.142, Goodwill and Other Intangible Assets. FSP FAS
142-3 also requires expanded disclosure related to the determination of
intangible asset useful lives. FSP FAS 142-3 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Early adoption is prohibited. The
Company is currently evaluating the impact that the adoption of FSP FAS 142-3
will have on its consolidated results of operations, cash flows or financial
condition.

In December 2007, the FASB issued Statement No. 141 (revised 2007),
Business Combinations (SFAS 141R). SFAS 141R establishes principles and
requirements for how the acquirer in a business combination recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any controlling interest in the business and the goodwill
acquired. SFAS 141R further requires that acquisition-related costs and costs
associated with restructuring or exiting activities of an acquired entity will
be expensed as incurred. SFAS 141R also establishes disclosure requirements
that will require disclosure of the nature and financial effects of the
business combination. SFAS 141R will impact business combinations for the
Company that may be completed on or after August 1, 2009. While there is no
expected impact to our Consolidated Financial Statements on the accounting for
acquisitions completed prior to July 31, 2009, the adoption of SFAS 141R
on August 1, 2009 could materially change the accounting for business
combinations consummated subsequent to that date and for tax matters relating
to prior acquisitions settled subsequent to July 31, 2009.

7

---



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. The objective of SFAS 159 is
to provide opportunities to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
hedge accounting provisions. SFAS 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS 159 is effective for fiscal years beginning after November
15, 2007. The adoption of SFAS 159 did not have a material impact on the
Companys consolidated results of operations or financial condition as we have
not elected to apply the provisions to our financial instruments or other
eligible items that are not required to be measured at fair value.

Note 2  Short-term Investments

At January 31, 2009, the Companys short-term investments are in U.S.
Government Treasury bills, which are purchased at discounts with remaining
maturities of under ninety days. At January 31, 2009, the fair value of these
investments approximates cost.

Effective August 1, 2008, the Company adopted SFAS No. 157, Fair Value
Measurements (SFAS 157), for assets and liabilities measured at fair value
on a recurring basis. SFAS 157 establishes a common definition for fair value
to be applied to existing GAAP that require the use of fair value measurements,
establishes a framework for measuring fair value and expands disclosure about
such fair value measurements. The adoption of SFAS 157 did not have an impact
on the Companys financial position or operating results, but did expand
certain disclosures.

SFAS 157 defines fair value as the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Additionally, SFAS 157 requires
the use of valuation techniques that maximize the use of observable inputs and
minimize the use of unobservable inputs. These inputs are prioritized below:

| |           |                                                                                                                                    
| | --------- | -----------------------------------------------------------------------------------------------------------------------------------
| | Level
 1: | Observable inputs
 such as quoted market prices in active markets for identical assets or
 liabilities.                            
| |           |                                                                                                                                    
| | Level2:   | Observable
 market-based inputs or unobservable inputs that are corroborated by market
 data.                                      
| |           |                                                                                                                                    
| | Level3:   | Unobservable
 inputs for which there is little or no market data, which require the use of
 the reporting entitys own assumptions.

At January 31, 2009, the Companys short-term investments are
classified as Level 1 assets.

8

---



Note 3  Acquisitions

Biomol International, L.P.

On May 8, 2008, Enzo Life Sciences, Inc. acquired substantially all of
the U.S. based assets and certain liabilities of Biomol International, LP
(Biomol LP) through a newly formed US subsidiary Biomol International, Inc.
and all of the stock of Biomols wholly-owned United Kingdom subsidiary,
Affinity Limited, through Axxora UK, a wholly-owned subsidiary of Enzo Life
Sciences, collectively referred to as Biomol for approximately $18.1 million
in cash and stock, subject to adjustment, exclusive of acquisition costs of
approximately $800,000 and contingent earn-out payments which will be accounted
for as additional purchase consideration over the next two years if and when
the contingencies are resolved beyond a reasonable doubt. At closing, the
purchase price was satisfied as follows: $12.9 million in cash was paid to
Biomol LP, issuance of 352,000 shares of Enzo common stock, at fair market
value, to Biomol LP, $1.5 million in cash was paid to an escrow agent for the
one-year period following the closing to satisfy any indemnification
obligations of the sellers under the Agreement and $550,000 was paid to an
escrow agent, for the 60 day period following the closing to satisfy any
specified purchase price adjustments. The $550,000 was released by the escrow
agent in August 2008. The earn-outs of $2.5 million on each of the next two
anniversaries of the acquisition date will be based on attaining certain
revenue and EBITDA targets, as defined. Biomol was a privately owned, closely
held global manufacturer and marketer of specialty life sciences research
products. Effective May 8, 2008, Biomol became a wholly-owned subsidiary of
Enzo Life Sciences. The acquisition was financed with the Companys cash and
cash equivalents and Enzo common stock. The consolidated financial statements
include the results of operations for Biomol from the date of acquisition.
Effective February 2, 2009, the names of Biomol International, Inc. and
Affinity Limited were changed to Enzo Life Sciences International, Inc. and
Enzo Life Sciences (UK) Ltd., respectively.

The following table presents the estimated fair values of the assets
acquired and liabilities assumed (in thousands) as of January 31, 2009:

|                          |  |   |        | 
|------------------------- |  | - | ------ | 
|Current assets            |  | $ | 5,167  | 
|Property and
 equipment   |  |   | 694    | 
|Other assets              |  |   | 18     | 
|Intangible assets         |  |   | 8,035  | 
|Goodwill                  |  |   | 6,659  | 
|                          |  |   |        | 
|Total assets acquired     |  |   | 20,573 | 
|                          |  |   |        | 
|Less:                     |  |   |        | 
|Current
 liabilities      |  |   | 1,100  | 
|Deferred tax
 liabilities |  |   | 609    | 
|                          |  |   |        | 
|Total liabilities assumed |  |   | 1,709  | 
|                          |  |   |        | 
|Net assets
 acquired      |  | $ | 18,864 | 
|                          |  |   |        | 

The preliminary purchase price allocation is based on a valuation of
acquired tangible and intangible assets and will be adjusted based on the final
valuations to be completed within one year from the acquisition date. The
Company determined the estimated fair value of the identifiable intangible
assets based on various factors including: cost, discounted cash flow and
relief from royalty approaches in determining the purchase price allocation.
The excess of the total purchase price over the fair value of the net assets
acquired, including the estimated fair value of the identifiable intangible
assets, has been allocated to goodwill.

For financial reporting purposes, useful lives for the intangibles
acquired in the Biomol and other acquisitions have been assigned as follows:

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

9

---



The following unaudited pro forma financial information
    presents the combined results of operations of the Company and acquisitions
    completed in fiscal 2008 as if the acquisitions had occurred as of August
    1, 2007. The pro forma financial information reflects appropriate adjustments
    for amortization of intangible assets and interest expense. The pro forma
    financial information presented is not necessarily indicative of either the
    actual consolidated operating results had the acquisitions been completed
    at the beginning of each period or future operating results of the consolidated
    entities.

|                                                |  |                                       |        |                                       |    |        |  
|----------------------------------------------- |  | ------------------------------------- | ------ | ------------------------------------- | -- | ------ | -
|In thousands
 (except per share amounts)        |  | Three months ended 
 January 31, 2008 |        | Six months 
 ended 
 January 31, 2008 |   
|                                                |  |                                       |        |                                       |   
|Net revenues                                    |  | $                                     | 20,851 |                                       | $  | 43,575 |  
|Net loss                                        |  |                                       | (4,052 | )                                     |    | (4,599 | )
|                                                |  |                                       |        |                                       |    |        |  
|Net loss per common share  basic and
 diluted: |  | ($                                    | 0.11   | )                                     | ($ | 0.12   | )
|                                                |  |                                       |        |                                       |    |        |  

Note 4  Net loss per share

The Company applies SFAS No. 128, Earnings per Share (SFAS 128).
SFAS 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 and unvested restricted stock, is determined using the treasury stock
method in accordance with SFAS 128. Diluted weighted average shares outstanding
for the three and six months ended January 31, 2009 and 2008 do not include the
potential common shares from stock options and unvested restricted stock
because to do so would have been antidilutive. Accordingly, basic and diluted
net loss per share is the same during these periods.

The following table summarizes the potential number of shares issued
from exercise of in the money stock options, net of shares repurchased with
the option exercise proceeds and potential shares from restricted stock awards,
which are excluded from the computation of diluted net loss per share.

|                                                                                                                                                                                     |  |                                  |   |                                |  |      |  |      |    |  |  |     | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | - | ------------------------------ |  | ---- |  | ---- | -- |  |  | --- | 
|                                                                                                                                                                                     |  | Three months ended 
 January 31, |   | Six months ended 
 January 31, | 
|(In thousands)                                                                                                                                                                       |  | 2009                             |   | 2008                           |  | 2009 |  | 2008 |   
|                                                                                                                                                                                     |  |                                  |   |                                |  |      |  |      |   
|Potential net shares, issued from exercise
 of in the money employee and director stock options and restricted stock
 awards, excluded from diluted net loss per share calculation |  |                                  |  |                                |  | 237  |  |      | 59 |  |  | 336 | 
|                                                                                                                                                                                     |  |                                  |   |                                |  |      |  |      |    |  |  |     | 

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

|                                                        |  |                               |       |                             |  |       |  |      |       |  |  |       | 
|------------------------------------------------------- |  | ----------------------------- | ----- | --------------------------- |  | ----- |  | ---- | ----- |  |  | ----- | 
|                                                        |  | Three months endedJanuary 31, |       | Six months endedJanuary 31, | 
|(In thousands)                                          |  | 2009                          |       | 2008                        |  | 2009  |  | 2008 |      
|                                                        |  |                               |       |                             |  |       |  |      |      
|Out of the money employee and director
 stock options |  |                               | 1,783 |                             |  | 1,359 |  |      | 1,907 |  |  | 1,746 | 
|                                                        |  |                               |       |                             |  |       |  |      |       |  |  |       | 

Note 5  Share-based compensation

The Company records compensation expense associated with stock options
and restricted stock in accordance with SFAS No. 123(R), Share-Based Payment.
The Company adopted the modified prospective application method provided for
under SFAS 123(R) and consequently did not retroactively adjust results from
prior periods. Under this transition method, compensation cost associated with
stock options and awards recognized during the three and six months ended
January 31, 2009 and 2008 includes: (a) compensation cost of all stock-based
payments granted prior to, but not yet vested as of July 31, 2005 (based on
grant-date fair value), and (b) compensation cost for all stock-based payments
granted on or after August 1, 2005 (based on the grant-date fair value).

10

---



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

|                                     |  |                                 |     |                               |   |      |  |      |     |  |   |     | 
|------------------------------------ |  | ------------------------------- | --- | ----------------------------- | - | ---- |  | ---- | --- |  | - | --- | 
|                                     |  | Three months ended
 January 31, |     | Six months ended
 January 31, |  
|In thousands                         |  | 2009                            |     | 2008                          |   | 2009 |  | 2008 |    
|                                     |  |                                 |     |                               |   |      |  |      |    
|Cost of product
 revenues            |  | $                               | 3   |                               | $ | 4    |  | $    | 3   |  | $ | 6   | 
|Research and
 development            |  |                                 | 6   |                               |   | 37   |  |      | 28  |  |   | 41  | 
|Selling, general
 and administrative |  |                                 | 312 |                               |   | 370  |  |      | 684 |  |   | 696 | 
|                                     |  |                                 |     |                               |   |      |  |      |     |  |   |     | 
|                                     |  | $                               | 321 |                               | $ | 411  |  | $    | 715 |  | $ | 743 | 
|                                     |  |                                 |     |                               |   |      |  |      |     |  |   |     | 

No excess tax benefits were recognized during the three or six month
periods ended January 31, 2009 and 2008.

Stock option plans

A summary of the activity relating to the Companys stock option plans
for the six month period ended January 31, 2009 is as follows:

|                               |  |         |           |                               |   |                            |  |   |           | 
|------------------------------ |  | ------- | --------- | ----------------------------- | - | -------------------------- |  | - | --------- | 
|                               |  | Options |           | WeightedAverageExercise Price |   | Aggregate
 Intrinsic Value | 
|                               |  |         |           |                               |   |                            | 
|Outstanding at
 August 1, 2008 |  |         | 2,275,415 |                               | $ | 13.13                      |  | $ | 5,700,000 | 
|                               |  |         |           |                               |   |                            |  |   |           | 
|Exercised                      |  |         | (251,162  | )                             | $ | 5.87                       |  |   |           | 
|Cancelled                      |  |         | (116,639  | )                             | $ | 19.27                      |  |   |           | 
|                               |  |         |           |                               |   |                            |  |   |           | 
|Outstanding at end
 of period  |  |         | 1,907,614 |                               | $ | 13.74                      |  | $ |          | 
|                               |  |         |           |                               |   |                            |  |   |           | 
|Exercisable at end
 of period  |  |         | 1,907,614 |                               | $ | 13.74                      |  | $ |          | 
|                               |  |         |           |                               |   |                            |  |   |           | 

As of January 31, 2009, there was no unrecognized compensation cost
related to unvested stock option-based compensation.

During the six months ended January 31, 2009 and 2008, the Company
received cash proceeds of approximately $348,000 and $384,000, respectively,
from the exercise of 44,586 and 33,208 stock options, respectively. The
aggregate intrinsic value of stock options exercised during the six months
ended January 31, 2009 and 2008, including the non-cash transactions (Note 6)
was approximately $1.4 million and $0.7 million, respectively.

Restricted Stock Awards

A summary of the activity pursuant to the Companys restricted stock
awards for the six months ended January 31, 2009 is as follows:

|                            |  |        |         |                                  |   |       | 
|--------------------------- |  | ------ | ------- | -------------------------------- | - | ----- | 
|                            |  | Awards |         | Weighted
 
 Average
 Award Price |  
|                            |  |        |         |                                  |  
|Unvested at August
 1, 2008 |  |        | 220,240 |                                  | $ | 12.34 | 
|Awarded                     |  |        | 175,705 |                                  | $ | 4.49  | 
|Vested                      |  |        | (99,892 | )                                | $ | 12.45 | 
|Forfeited                   |  |        | (3,575  | )                                | $ | 13.33 | 
|                            |  |        |         |                                  |   |       | 
|Unvested at end of
 period  |  |        | 292,478 |                                  | $ | 7.57  | 
|                            |  |        |         |                                  |   |       | 

The fair value of a restricted stock award is determined based on the
closing stock price on the award date. As of January 31, 2009, there was
approximately $2.0 million of total unrecognized compensation cost related to
unvested restricted stock-based compensation to be recognized over a weighted
average remaining period of eighteen months.

The total number of shares available for grant as stock options or
award as restricted stock is approximately 531,000 as of January 31, 2009.

11

---



Note 6  Supplemental disclosure for statement of cash flows

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

|                 |  |                               |     |      |   |     | 
|---------------- |  | ----------------------------- | --- | ---- | - | --- | 
|                 |  | Six months ended
 January 31, |    
|                 |  | 2009                          |     | 2008 |  
|                 |  |                               |     |      |  
|Taxes paid  net |  | $                             | 112 |      | $ | 131 | 
|                 |  |                               |     |      |   |     | 

During the six months ended January 31, 2009, certain officers of the
Company exercised 206,576 stock options in a non-cash transaction. The officers
surrendered 99,985 shares of previously acquired common stock to exercise the
stock options. The Company recorded approximately $1.1 million, the market
value of the surrendered shares, as treasury stock.

During the six months ended January 31, 2008, certain officers and a
director of the Company exercised 220,158 stock options in non-cash
transactions. The individuals surrendered 181,263 shares of previously acquired
common stock to exercise the stock options. The Company recorded approximately
$2.4 million, the market value of the surrendered shares, as treasury stock.

Note 7  Comprehensive loss

During the three months ended January 31, 2009 and 2008, total
comprehensive loss was approximately $8.2 million and $3.9 million,
respectively. During the six months ended January 31, 2009 and 2008, total
comprehensive loss was approximately $16.1 million and $5.0 million,
respectively.

At January 31, 2009 and July 31, 2008, the accumulated other
comprehensive (loss) income relates to foreign currency translation
adjustments.

Note 8- Inventories

At January 31, 2009 and July 31, 2008 inventories, net of reserves of
$787,000 and $637,000, respectively, consist of:

|                  |  |                   |       |                |   |       | 
|----------------- |  | ----------------- | ----- | -------------- | - | ----- | 
|In 000s          |  | January 31,
 2009 |       | July 31,
 2008 |  
|                  |  |                   |       |                |  
|Raw materials     |  | $                 | 415   |                | $ | 341   | 
|Work in process   |  |                   | 832   |                |   | 899   | 
|Finished products |  |                   | 6,862 |                |   | 8,274 | 
|                  |  |                   |       |                |   |       | 
|                  |  | $                 | 8,109 |                | $ | 9,514 | 
|                  |  |                   |       |                |   |       | 

Note 9  Goodwill and intangible assets

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

|                                                                |  |                     |        |                      |   |       |  |   |        |  
|--------------------------------------------------------------- |  | ------------------- | ------ | -------------------- | - | ----- |  | - | ------ | -
|                                                                |  | Enzo Life
 Sciences |        | Enzo
 Clinical
 Labs |   | Total | 
|                                                                |  |                     |        |                      |   |       | 
|Balance August 1,
 2008                                         |  | $                   | 13,869 |                      | $ | 7,452 |  | $ | 21,321 |  
|Adjustment for
 acquired tax liability settlement - see Note 11 |  |                     | (157   | )                    |   |      |  |   | (157   | )
|Other                                                           |  |                     | (31    | )                    |   |      |  |   | (31    | )
|Foreign currency
 translation                                   |  |                     | (1,057 | )                    |   |      |  |   | (1,057 | )
|                                                                |  |                     |        |                      |   |       |  |   |        |  
|Balance January
 31, 2009                                       |  | $                   | 12,624 |                      | $ | 7,452 |  | $ | 20,076 |  
|                                                                |  |                     |        |                      |   |       |  |   |        |  

12

---



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

|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|------------------------------------- |  | ---------------- | ------ | ------------------------- | - | ------- | - | ----- | ------ | ------------------------- | - | ------ |  | - | ------- | - | - | ------ | 
|                                      |  | January 31, 2009 |        | July 31, 2008             |  
|                                      |  |                  |        |                           |  
|                                      |  | Gross            |        | Accumulated
 Amortization |   | Net     |   | Gross |        | Accumulated
 Amortization |   | Net    | 
|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        | 
|Finite-lived intangible assets:       |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Patents                               |  | $                | 11,027 |                           | $ | (9,970  | ) | $     | 1,057  |                           | $ | 11,027 |  | $ | (9,929  | ) | $ | 1,098  | 
|Customer relationships                |  |                  | 7,697  |                           |   | (650    | ) |       | 7,047  |                           |   | 8,314  |  |   | (392    | ) |   | 7,922  | 
|Non-compete and employment agreements |  |                  | 455    |                           |   | (193    | ) |       | 262    |                           |   | 481    |  |   | (126    | ) |   | 355    | 
|Website and acquired content          |  |                  | 930    |                           |   | (199    | ) |       | 731    |                           |   | 984    |  |   | (117    | ) |   | 867    | 
|Licensed technology and other         |  |                  | 564    |                           |   | (58     | ) |       | 506    |                           |   | 737    |  |   | (29     | ) |   | 708    | 
|Indefinitely-lived intangible assets: |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Trademarks                            |  |                  | 6,355  |                           |   |        |   |       | 6,355  |                           |   | 6,706  |  |   |        |   |   | 6,706  | 
|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Total                                 |  | $                | 27,028 |                           | $ | (11,070 | ) | $     | 15,958 |                           | $ | 28,249 |  | $ | (10,593 | ) | $ | 17,656 | 
|                                      |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 

At January 31, 2009, the weighted average useful life of amortizable
intangible assets was approximately 11 years.

Note 10  Accrued Liabilities and Other Current Liabilities

At January 31, 2009 and July 31, 2008, accrued liabilities consist of:

|                                                                              |  |                   |                   |                |                |      
|----------------------------------------------------------------------------- |  | ----------------- | ----------------- | -------------- | -------------- | -----
|In 000s                                                                      |  |                   | January 31,
 2009 |                | July 31,
 2008 |      
|                                                                              |  |                   |                   |                |                |      
|Legal                                                                         |  | $                 | 2,028             |                | $              | 1,702
|Payroll, benefits,
 and commissions                                           |  |                   | 3,496             |                |                | 1,989
|Research and
 development                                                     |  |                   | 768               |                |                | 1,200
|Professional fees                                                             |  |                   | 1,205             |                |                | 584  
|Outside reference
 lab testing                                                |  |                   | 185               |                |                | 46   
|Other                                                                         |  |                   | 1,720             |                |                | 1,849
|                                                                              |  |                   |                   |                |                |      
|                                                                              |  | $                 | 9,402             |                | $              | 7,370
|                                                                              |  |                   |                   |                |                |      
|                                                                              |  |                   |                   |                |               
|At January 31,
 2009 and July 31, 2008, other current liabilities consist of: |  |                   |                   |                |               
|                                                                              |  |                   |                   |                |                |      
|In 000s                                                                      |  | January 31,
 2009 |                   | July 31,
 2008 |               
|                                                                              |  |                   |                   |                |                |      
|Deferred revenue                                                              |  | $                 | 850               |                | $              | 1,089
|Other                                                                         |  |                   | 155               |                |                | 72   
|                                                                              |  |                   |                   |                |                |      
|                                                                              |  | $                 | 1,005             |                | $              | 1,161
|                                                                              |  |                   |                   |                |                |      

Note 11 - Income taxes

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

The Companys effective tax rate provision for
    the three months ended January 31, 2009 was 1.4% compared to 1.0% during
    the three months ended January 31, 2008. The tax provision for the three
    months ended January 31, 2009 and 2008 was based on state and local taxes,
    domestic and foreign tax for tax deductible goodwill and indefinite lived
    intangibles, and book to tax differences for acquired inventory.

The Companys effective tax rate (provision) benefit for the six months
ended January 31, 2009 was (1.8%) compared to a benefit 1.4% during the six
months ended January 31, 2008. The tax (provision) for the six months ended
January 31, 2009 was based on state and local taxes, domestic and foreign tax
for tax deductible goodwill and indefinite lived intangibles, and book to tax
differences for acquired inventory. The tax benefit for the six months ended
January 31, 2008 was based on state and local taxes and book to tax differences
for acquired inventory

The Companys effective tax rate for all periods differed from the
expected net operating loss carryforward benefit at the U.S. federal statutory
rate of 34% primarily due to the inability to recognize such benefit. The
carryforward benefit cannot be recognized because of uncertainties relating to
future taxable income in terms of both its timing and its sufficiency, which
would enable the Company to realize the federal carryforward benefit.

13

---



The Company adopted the provisions of FIN 48 on August 1, 2007. The
Company did not have any significant unrecognized tax positions and there was
no material effect on its financial condition or results of operations as a
result of adopting FIN 48. The Company does not believe there will be any
material changes in its unrecognized tax positions over the next twelve months.

The Company files a consolidated Federal income tax return. The Company
files a combined, California, and New York State and City return with certain
subsidiaries. Other subsidiaries file separate state and foreign tax returns.

The Company files income tax returns in the U.S. Federal jurisdiction,
various U.S. state jurisdictions, and several foreign jurisdictions. With few
exceptions, the periods that remain subject to examination are fiscal years
ended July 31, 2005 through 2008. In connection with a business combination,
the Company recorded as of May 31, 2007 approximately $300,000 for an uncertain
tax position, including accrued interest of $39,000, with respect to a deemed
dividend. During the six months ended January 31, 2009, the Company reduced
this liability by approximately $172,000 as a result of the expiration of the
statute of limitations. The Companys policy is to recognize interest and
penalties accrued on any uncertain tax positions as a component of income tax
expense.

Note 12  Royalty and licensing income

In fiscal 2005, the Company as plaintiff finalized and executed a
settlement and license agreement with Digene Corporation to settle a patent
litigation lawsuit (the Agreement). Digene Corporation was acquired by
QIAGEN. The license agreement with the Company was assigned to QIAGEN
Gaithersburg Inc. (Qiagen). Subsequent to the settlement, the Agreement
provides for the Company to receive quarterly running royalties on the net
sales of Qiagen products subject to the license until the expiration of the
patent in April 2018. During the three months ended January 31, 2009 and 2008,
the Company recorded royalties from the Agreement of approximately $1.2 million
and $1.0 million, respectively, and during the six months ended January 31,
2009 and 2008 recorded approximately $3.5 million and $2.9 million,
respectively.

During the three and six months ended January 31, 2009 and 2008, the
Company recorded approximately $0.7 million and $1.3 million; and $0.5 million
and $0.9 million, respectively, in royalties and license fee income under a
licensing agreement with Abbott Molecular, Inc. (Abbott) entered into in
fiscal 2007.

14

---



Note 13  Segment reporting

The Company has three reportable segments: Life Sciences, Therapeutics,
and Clinical Labs. The Companys Life Sciences segment develops, manufactures,
and markets products to research and pharmaceutical customers. The Companys
Therapeutic segment conducts research and development activities for
therapeutic drug candidates. The Clinical Labs segment provides diagnostic
services to the health care community. The Company evaluates segment
performance based on segment income (loss) before taxes. Costs excluded from
segment income (loss) before taxes and reported as Other, consist of corporate
general and administrative costs which are not allocable to the three
reportable segments.

Management of the Company assesses assets on a consolidated basis only
and, therefore, assets by reportable segment have not been included in the
reportable segments below. The accounting policies of the reportable segments
are the same as those described in the summary of significant accounting
policies.

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

Three months ended January 31, 2009

|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|----------------------------------------------- |  | -------------- | ------ | ------------ | - | -------------- | - | ----- | ------ | ------------ | - | ------ | - | - | ------ | -
|                                                |  | Life
 Sciences |        | Therapeutics |   | Clinical
 Labs |   | Other |        | Consolidated |  
|                                                |  |                |        |              |   |                |   |       |        |              |  
|Revenues:                                       |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Product revenues                                |  | $              | 9,497  |              | $ |               |   | $     |       |              | $ |       |   | $ | 9,497  |  
|Royalty and license fee income                  |  |                | 1,904  |              |   |               |   |       |       |              |   |       |   |   | 1,904  |  
|Clinical laboratory services                    |  |                |       |              |   |               |   |       | 9,515  |              |   |       |   |   | 9,515  |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                |  |                | 11,401 |              |   |               |   |       | 9,515  |              |   |       |   |   | 20,916 |  
|Costs and expenses and other (income):          |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Cost of product revenues                        |  |                | 6,591  |              |   |               |   |       |       |              |   |       |   |   | 6,591  |  
|Cost of clinical laboratory services            |  |                |       |              |   |               |   |       | 5,989  |              |   |       |   |   | 5,989  |  
|Research and development                        |  |                | 1,236  |              |   | 982            |   |       |       |              |   |       |   |   | 2,218  |  
|Provision for uncollectible accounts receivable |  |                |       |              |   |               |   |       | 1,376  |              |   |       |   |   | 1,376  |  
|Selling, general, and administrative and legal  |  |                | 3,187  |              |   |               |   |       | 4,486  |              |   | 4,523  |   |   | 12,196 |  
|Interest income                                 |  |                |       |              |   |               |   |       | (12    | )            |   | (130   | ) |   | (142   | )
|Other income                                    |  |                | (97    | )            |   |               |   |       | (21    | )            |   |       |   |   | (118   | )
|Foreign exchange loss                           |  |                | 373    |              |   |               |   |       |       |              |   |       |   |   | 373    |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Income (loss) before income taxes               |  | $              | 111    |              | $ | (982           | ) | $     | (2,303 | )            | $ | (4,393 | ) | $ | (7,567 | )
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Depreciation and amortization included above    |  | $              | 478    |              | $ | 13             |   | $     | 247    |              | $ | 30     |   | $ | 768    |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Share-based compensation included in
above:     |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Cost of product revenues                        |  | $              |       |              | $ |               |   | $     | 3      |              | $ |       |   | $ | 3      |  
|Research and development                        |  |                | 6      |              |   |               |   |       |       |              |   |       |   |   | 6      |  
|Selling, general and administrative and legal   |  |                | 50     |              |   | 16             |   |       | 18     |              |   | 228    |   |   | 312    |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Total                                           |  | $              | 56     |              | $ | 16             |   | $     | 21     |              | $ | 228    |   | $ | 321    |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Capital expenditures                            |  | $              | 368    |              | $ | 49             |   | $     | 342    |              | $ |       |   | $ | 759    |  
|                                                |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  

15

---



|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|------------------------------------------------ |  | -------------- | ------ | ------------ | - | -------------- | - | ----- | ------ | ------------ | - | ------ | - | - | ------- | -
|Three months ended January 31,
 2008             |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  | Life
 Sciences |        | Therapeutics |   | Clinical
 Labs |   | Other |        | Consolidated |  
|                                                 |  |                |        |              |   |                |   |       |        |              |  
|Revenues:                                        |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Product revenues                                 |  | $              | 6,028  |              | $ |               |   | $     |       |              | $ |       |   | $ | 6,028   |  
|Royalty and license fee income                   |  |                | 1,498  |              |   |               |   |       |       |              |   |       |   |   | 1,498   |  
|Clinical laboratory services                     |  |                |       |              |   |               |   |       | 10,700 |              |   |       |   |   | 10,700  |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                | 7,526  |              |   |               |   |       | 10,700 |              |   |       |   |   | 18,226  |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Costs and expenses and other (income):           |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Cost of product revenues                         |  |                | 4,210  |              |   |               |   |       |       |              |   |       |   |   | 4,210   |  
|Cost of clinical laboratory services             |  |                |       |              |   |               |   |       | 4,969  |              |   |       |   |   | 4,969   |  
|Research and development                         |  |                | 994    |              |   | 1,455          |   |       |       |              |   |       |   |   | 2,449   |  
|Provision for uncollectible accounts
 receivable |  |                |       |              |   |               |   |       | 964    |              |   |       |   |   | 964     |  
|Selling, general, and administrative and
 legal  |  |                | 2,174  |              |   |               |   |       | 4,243  |              |   | 4,414  |   |   | 10,831  |  
|Interest income                                  |  |                |       |              |   |               |   |       | (76    | )            |   | (1,010 | ) |   | (1,086  | )
|Other income                                     |  |                |       |              |   | (100           | ) |       |       |              |   |       |   |   | (100    | )
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Income (loss) before income taxes                |  | $              | 148    |              | $ | (1,355         | ) | $     | 600    |              | $ | (3,404 | ) | $ | (4,011  | )
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Depreciation and amortization included
 above    |  | $              | 208    |              | $ | 8              |   | $     | 207    |              | $ | 38     |   | $ | 461     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Share-based compensation included in above:      |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Cost of product revenues                         |  | $              | 4      |              | $ |               |   | $     |       |              | $ |       |   | $ | 4       |  
|Research and development                         |  |                | 25     |              |   | 12             |   |       |       |              |   |       |   |   | 37      |  
|Selling, general and administrative and
 legal   |  |                | 29     |              |   |               |   |       | 64     |              |   | 277    |   |   | 370     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Total                                            |  | $              | 58     |              | $ | 12             |   | $     | 64     |              | $ | 277    |   | $ | 411     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Capital expenditures                             |  | $              | 545    |              | $ | 56             |   | $     | 10     |              | $ | 6      |   | $ | 617     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Six months ended January 31,
 2009               |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  | Life
 Sciences |        | Therapeutics |   | Clinical
 Labs |   | Other |        | Consolidated |  
|                                                 |  |                |        |              |   |                |   |       |        |              |  
|Revenues:                                        |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Product revenues                                 |  | $              | 19,474 |              | $ |               |   | $     |       |              | $ |       |   | $ | 19,474  |  
|Royalty and license fee income                   |  |                | 4,820  |              |   |               |   |       |       |              |   |       |   |   | 4,820   |  
|Clinical laboratory services                     |  |                |       |              |   |               |   |       | 17,687 |              |   |       |   |   | 17,687  |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                | 24,294 |              |   |               |   |       | 17,687 |              |   |       |   |   | 41,981  |  
|Costs and expenses and other (income):           |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Cost of product revenues                         |  |                | 13,396 |              |   |               |   |       |       |              |   |       |   |   | 13,396  |  
|Cost of clinical laboratory services             |  |                |       |              |   |               |   |       | 11,796 |              |   |       |   |   | 11,796  |  
|Research and development                         |  |                | 2,435  |              |   | 1,785          |   |       |       |              |   |       |   |   | 4,220   |  
|Provision for uncollectible accounts
 receivable |  |                |       |              |   |               |   |       | 3,235  |              |   |       |   |   | 3,235   |  
|Selling, general, and administrative and
 legal  |  |                | 6,378  |              |   |               |   |       | 8,393  |              |   | 8,110  |   |   | 22,881  |  
|Interest income                                  |  |                |       |              |   |               |   |       | (57    | )            |   | (495   | ) |   | (552    | )
|Other income                                     |  |                | (130   | )            |   |               |   |       | (21    | )            |   |       |   |   | (151    | )
|Foreign exchange loss                            |  |                | 955    |              |   |               |   |       |       |              |   |       |   |   | 955     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Income (loss) before income taxes                |  | $              | 1,260  |              | $ | (1,785         | ) | $     | (5,659 | )            | $ | (7,615 | ) | $ | (13,799 | )
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Depreciation and amortization included
 above    |  | $              | 955    |              | $ | 23             |   | $     | 484    |              | $ | 60     |   | $ | 1,522   |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Share-based compensation included in above:      |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Cost of product revenues                         |  | $              |       |              | $ |               |   | $     | 3      |              | $ |       |   | $ | 3       |  
|Research and development                         |  |                | 13     |              |   | 15             |   |       |       |              |   |       |   |   | 28      |  
|Selling, general and administrative and
 legal   |  |                | 64     |              |   | 16             |   |       | 94     |              |   | 510    |   |   | 684     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Total                                            |  | $              | 77     |              | $ | 31             |   | $     | 97     |              | $ | 510    |   | $ | 715     |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  
|Capital expenditures                             |  | $              | 569    |              | $ | 77             |   | $     | 894    |              | $ | 18     |   | $ | 1,558   |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |         |  

16

---





|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|------------------------------------------------ |  | -------------- | ------ | ------------ | - | -------------- | - | ----- | ------ | ------------ | - | ------ | - | - | ------ | -
|Six months ended January 31,
 2008               |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  | Life
 Sciences |        | Therapeutics |   | Clinical
 Labs |   | Other |        | Consolidated |  
|                                                 |  |                |        |              |   |                |   |       |        |              |  
|Revenues:                                        |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Product revenues                                 |  | $              | 11,890 |              | $ |               |   | $     |       |              | $ |       |   | $ | 11,890 |  
|Royalty and license fee income                   |  |                | 3,816  |              |   |                |   |       |        |              |   |        |   |   | 3,816  |  
|Clinical laboratory services                     |  |                |       |              |   |               |   |       | 21,965 |              |   |       |   |   | 21,965 |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                | 15,706 |              |   |               |   |       | 21,965 |              |   |       |   |   | 37,671 |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Costs and expenses and other (income):           |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Cost of product revenues                         |  |                | 8,644  |              |   |               |   |       |       |              |   |       |   |   | 8,644  |  
|Cost of clinical laboratory services             |  |                |       |              |   |               |   |       | 10,100 |              |   |       |   |   | 10,100 |  
|Research and development                         |  |                | 1,797  |              |   | 2,354          |   |       |       |              |   |       |   |   | 4,151  |  
|Provision for uncollectible accounts
 receivable |  |                |       |              |   |               |   |       | 2,124  |              |   |       |   |   | 2,124  |  
|Selling, general, and administrative and
 legal  |  |                | 4,054  |              |   |               |   |       | 7,844  |              |   | 8,786  |   |   | 20,684 |  
|Interest income                                  |  |                |       |              |   |               |   |       | (143   | )            |   | (2,403 | ) |   | (2,546 | )
|Other income                                     |  |                | (26    | )            |   | (100           | ) |       |       |              |   |       |   |   | (126   | )
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Income (loss) before income taxes                |  | $              | 1,237  |              | $ | (2,254         | ) | $     | 2,040  |              | $ | (6,383 | ) | $ | (5,360 | )
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Depreciation and amortization included
 above    |  | $              | 400    |              | $ | 15             |   | $     | 418    |              | $ | 77     |   | $ | 910    |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Share-based compensation included in above:      |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Cost of product revenues                         |  | $              | 6      |              | $ |               |   | $     |       |              | $ |       |   | $ | 6      |  
|Research and development                         |  |                | 29     |              |   | 12             |   |       |       |              |   |       |   |   | 41     |  
|Selling, general and administrative and
 legal   |  |                | 60     |              |   |               |   |       | 118    |              |   | 518    |   |   | 696    |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Total                                            |  | $              | 95     |              |   | 12             |   | $     | 118    |              | $ | 518    |   | $ | 743    |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  
|Capital expenditures                             |  | $              | 659    |              | $ | 64             |   | $     | 263    |              | $ | 33     |   | $ | 1,019  |  
|                                                 |  |                |        |              |   |                |   |       |        |              |   |        |   |   |        |  

Note 14  Subsequent Event

On March 12, 2009, Enzo Life Sciences, Inc. and Enzo
    Life Sciences Acquisition, Inc., a newly formed wholly owned subsidiary of
    Enzo Life Sciences, Inc. (Acquisition Sub), entered into an asset
    purchase agreement (Purchase Agreement) dated as of March 12,
    2009 with Assay Designs, Inc. (Assay Designs). Assay Designs,
    a privately owned company with annual sales of approximately $11 million,
    was engaged in researching, developing, manufacturing, distributing, marketing
    and selling specialty immunological and biochemical protein detection kits,
    assays, reagents, antibodies, recombinant proteins and related products and
    providing related services for use in the biotechnology, pharmaceutical and
    life sciences research industries (Business). Under the terms
    of the Purchase Agreement, Acquisition Sub purchased from Assay Designs substantially
    all of its assets, including trade accounts receivable, inventory, fixed
    assets, intellectual property and goodwill, used in or related to the Business
    and assumed certain of Assay Designs liabilities, including trade accounts
    payable, capital lease obligations and certain other accrued and other current
    liabilities.

The execution of the Purchase Agreement and the closing
    of the transaction occurred simultaneously on March 12, 2009. The purchase
    price consisted of $12,228,000 in cash, subject to an upward or downward
    post-closing purchase price adjustment based on Assay Designs working
    capital as of the closing date, $100,000 of which will be held in escrow
    for approximately 60-90 days to secure the payment of any downward post-closing
    purchase price adjustment and $750,000 of which will be held in escrow for
    12 months to secure the payment of any indemnification obligations of Assay
    Designs under the Purchase Agreement. The Assay Design Acquisition strengthens
    the Companys position as a global provider of life sciences reagents
    by broadening our product offerings and manufacturing capabilities.

At January 31, 2009, the Company has recorded approximately
    $190,000 in acquisition costs which are included in Other assets in
    the accompanying balance sheet.



17

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

The following discussion of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes and other information included elsewhere in this
Quarterly Report on Form 10-Q.

Forward-Looking Statements

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

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

We do not assume any obligation to update or revise any forward-looking
statement that we make, even if new information becomes available or other
events occur in the future. We are also affected by other factors that may be
identified from time to time in our filings with the Securities and Exchange
Commission, some of which are set forth in Item 1A - Risk Factors in our Form
10-K filing for the 2008 fiscal year. You are advised to consult any further
disclosures we make on related subjects in our Forms 10-Q, 8-K and 10-K reports
to the Securities and Exchange Commission. Although we have attempted to
provide a list of important factors which may affect our business, investors
are cautioned that other factors may prove to be important in the future and
could affect our operating results. You should understand that it is not
possible to predict or identify all such factors or to assess the impact of
each factor or combination of factors on our business. Consequently, you should
not consider any such list to be a complete set of all potential risks or
uncertainties.

Overview

The Company is a life sciences and biotechnology company focused on
harnessing genetic processes to develop research tools and therapeutics and the
provision of diagnostic services to the medical community. Since its founding
in 1976, Enzos strategic focus has been on the development, for commercial
purposes, of enabling technologies in the life sciences field. Enzos
pioneering work in genomic analysis coupled with its extensive patent estate
and enabling platforms have strategically positioned Enzo to play a crucially
important role in the rapidly growing life sciences and molecular medicine
marketplaces.

We are comprised of three operating companies that have evolved out of
our core competence: the use of nucleic acids as informational molecules and
the use of compounds for immune modulation. These wholly owned operating
companies conduct their operations through three reportable segments. Below are
brief descriptions of each of the three operating segments (see Note 13 in the
notes to consolidated financial statements):

Enzo Life Sciencesis a company that manufactures,
develops and markets biomedical research products and tools to research and
pharmaceutical customers around the world and has amassed a large patent and
technology portfolio. The companys sources of revenue have been from the
direct sales of products consisting of labeling and detection reagents for the
genomics and sequencing markets, as well as through non-exclusive distribution
agreements with other companies, and royalty and licensing fee income. The pioneering
platforms developed by Enzo Life Sciences enable the development of a wide
range of products in the research products marketplace.

18

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The division is internationally recognized and acknowledged for its
manufacturing, in-licensing, and commercialization of over 8,000 innovative
high quality research reagents in key research areas. The division is an
established source for a comprehensive panel of products to scientific experts
in the fields of gene expression, non-radioactive labeling and detection, adipokines
and obesity, apoptosis, bioactive lipids, cell cycle, cytoskeletal research,
DNA damage and repair, epigenetic immunology and cancer research, inflammation,
neurobiology, nitric oxide & oxidative stress, and signal transduction.

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

Enzo Clinical Labsis a regional clinical laboratory to
the greater New York and New Jersey medical community. The Company believes
having this capability allows us to capitalize firsthand on our extensive
advanced molecular and cytogenetic capabilities and the broader trends in
predictive diagnostics. We offer a menu of routine and esoteric clinical
laboratory tests or procedures used in general patient care by physicians to
establish or support a diagnosis, monitor treatment or medication, or search
for an otherwise undiagnosed condition. We operate a full-service clinical
laboratory in Farmingdale, New York, a network of 23 patient service centers, a
stand alone stat or rapid response laboratory in New York City, and a full-service
phlebotomy department. Payments for clinical laboratory testing services are
made by the Medicare program, healthcare insurers and patients.

Recent Developments

Biomol International L.P.

On May 8, 2008, Enzo Life Sciences, Inc. acquired substantially all of
the U.S. based assets and certain liabilities of Biomol International, LP
(Biomol LP) through a newly formed US subsidiary Biomol International, Inc.
and all of the stock of Biomols wholly-owned United Kingdom subsidiary,
Affinity Limited, through Axxora UK, a wholly-owned subsidiary of Enzo Life
Sciences, collectively referred to as Biomol for approximately $18.1 million
in cash and stock, subject to adjustment, exclusive of acquisition costs of
approximately $800,000 and contingent earn-out payments which will be accounted
for as additional purchase consideration over the next two years if and when
the contingencies are resolved beyond a reasonable doubt. At closing, the
purchase price was satisfied as follows: $12.9 million in cash was paid to
Biomol LP, issuance of 352,000 shares of Enzo common stock, at fair market
value, to Biomol LP, $1.5 million in cash was paid to an escrow agent for the
one-year period following the closing to satisfy any indemnification
obligations of the sellers under the Agreement and $550,000 was paid to an
escrow agent, for the 60 day period following the closing to satisfy any
specified purchase price adjustments. The $550,000 was released by the escrow
agent in August 2008. The earn-outs of $2.5 million on each of the next two
anniversaries of the acquisition date will be based on attaining certain
revenue and EBITDA targets, as defined. Biomol was a privately owned, closely
held global manufacturer and marketer of specialty life sciences research
products. Effective May 8, 2008, Biomol became a wholly-owned subsidiary of
Enzo Life Sciences. The acquisition was financed with the Companys cash and
cash equivalents and Enzo common stock. The consolidated financial statements
include the results of operations for Biomol from the date of acquisition.
Effective February 2, 2009, the names of Biomol International, Inc. and
Affinity Limited were changed to Enzo Life Sciences International, Inc. and
Enzo Life Sciences (UK) Ltd., respectively.

19

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Results of
Operations
Three months ended January 31, 2009 as compared to January 31, 2008

Comparative Financial Data for the Three Months Ended January 31,

(in thousands)

|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|------------------------------------------------ |  | ---- | ------ | ---- | - | -------------------- | - | -------- | ------ | - | --- | - | 
|                                                 |  | 2009 |        | 2008 |   | Increase
 (Decrease) |   | % Change |       
|                                                 |  |      |        |      |   |                      |   |          |       
|Revenues:                                        |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Product sales                                    |  | $    | 9,497  |      | $ | 6,028                |   | $        | 3,469  |   | 58  |   | 
|Royalty and
 license fee income                  |  |      | 1,904  |      |   | 1,498                |   |          | 406    |   | 27  |   | 
|Clinical
 laboratory services                    |  |      | 9,515  |      |   | 10,700               |   |          | (1,185 | ) | (11 | ) | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Total revenues                                   |  |      | 20,916 |      |   | 18,226               |   |          | 2,690  |   | 15  |   | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Costs and expenses
 and other (income):          |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Cost of products                                 |  |      | 6,591  |      |   | 4,210                |   |          | 2,381  |   | 57  |   | 
|Cost of laboratory
 services                     |  |      | 5,989  |      |   | 4,969                |   |          | 1,020  |   | 21  |   | 
|Research and
 development                        |  |      | 2,218  |      |   | 2,449                |   |          | (231   | ) | (9  | ) | 
|Selling, general,
 and administrative            |  |      | 10,908 |      |   | 9,603                |   |          | 1,305  |   | 14  |   | 
|Provision for
 uncollectible accounts receivable |  |      | 1,376  |      |   | 964                  |   |          | 412    |   | 43  |   | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Legal expenses                                   |  |      | 1,288  |      |   | 1,228                |   |          | 60     |   | 5   |   | 
|Interest income                                  |  |      | (142   | )    |   | (1,086               | ) |          | 944    |   | (87 | ) | 
|Other income                                     |  |      | (118   | )    |   | (100                 | ) |          | (18    | ) | 18  |   | 
|Foreign currency
 loss                           |  |      | 373    |      |   |                     |   |          | 373    |   | na  |   | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Total costs and
 expenses  net                  |  |      | 28,483 |      |   | 22,237               |   |          | 6,246  |   | 28  |   | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 
|Loss before income
 taxes                        |  | $    | (7,567 | )    | $ | (4,011               | ) | $        | (3,556 | ) | (89 | ) | 
|                                                 |  |      |        |      |   |                      |   |          |        |   |     |   | 

Consolidated Results:

The 2009 period and the 2008 period refer to the three months ended
January 31, 2009 and 2008, respectively. The 2009 period includes the three
months results of Biomol which was acquired on May 8, 2008.

Product revenues during the 2009 period were $9.5
    million compared to $6.0 million in the year ago period, an increase of $3.5
    million or 58%, of which acquisition growth represented 48% or $2.9 million,
    primarily from Biomol, organic growth of 13% or $0.8 million from and a 3%
or $0.2 million negative effect from foreign currency.

Royalty and license fee income during the 2009 period was $1.9 million
compared to $1.5 million in the 2008 period, an increase of $0.4 million or
27%. Royalties are earned from the reported net sales of Qiagen products
subject to a license agreement and from a license agreement with Abbott. During
the 2009 period, the Company recognized royalties of approximately $1.2 million
from Qiagen, an increase of approximately $0.2 million over the prior year ago period,
and royalties and license fees under the Abbott License Agreement of
approximately $0.7 million, an increase of approximately $0.2 million over the
year ago period. There are no direct expenses relating to royalty and license
fee income.

Clinical laboratory revenues during the 2009 period were $9.5 million
compared to $10.7 million in the 2008 period. The 2009 periods decrease over
the prior year period was $1.2 million or 11%. During the 2009 period the
decreased revenues were due to reduced service volume over the 2008 period and
a continued shift in revenue mix to lower paying insurance payers.

The cost of product revenues during the 2009 period
    was $6.6 million compared to $4.2 million in the 2008 period, an increase
    of $2.4 million or 57%. The increase is primarily due to the impact of Biomols
    cost of product revenues of approximately $2.0 million for the 2009 period.
    In accordance with purchase accounting rules, the acquired inventory is adjusted
    to fair value which increased the cost of product revenues by $0.4 million
    in the 2009 and 2008 periods. We believe that cost of product revenues for
    future periods will be affected by, among other things, the integration of
    acquired businesses in addition to sales volumes, competitive conditions
    and foreign currency rates.

20

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The cost of clinical laboratory services during the 2009 period was
$6.0 million as compared to $5.0 million in the 2008 period, an increase of
$1.0 million or 21%. The Company incurred increased costs primarily relating to
reagent costs of $0.3 million, laboratory personnel costs of $0.4 million,
outside reference lab costs of $0.2 million, and other related laboratory costs
of $0.1 million.

Research and development expenses were approximately $2.2 million
during the 2009 period, compared to $2.4 million in the 2008 period, a decrease
of $0.2 million or 9%. The decrease was principally attributed to $0.4 million
in lower clinical trial and related activities at the Therapeutics segment
offset by additional costs of $0.2 million at Enzo Life Sciences related to
Biomol.

Selling, general and administrative expenses were
    approximately $10.9 million during the 2009 period as compared to $9.6 million
    in the 2008 period, an increase of $1.3 million or 14%. The increase was
    primarily due to the increases at the Enzo Life Sciences segment of $0.8
    million in the 2009 period which included approximately $0.7 million of selling,
    general and administrative expenses increases related to Biomol operations
    and $0.1 million in marketing costs in connection with the integration of
    our brands. The increase from the other segments operations of approximately
    $0.5 million was primarily due to payroll and payroll related costs of $0.2
    million, and consulting and professional fees of $0.2 million.

The provision for uncollectible accounts receivable,
    primarily relating to the Clinical Labs segment was $1.4 million for
    the 2009 period as compared to $1.0 million in the 2008 period an increase of 43%. The increase
    of $0.4 million was due to additional bad debts on the Clinical Labs
    legacy billing system that was replaced by a new comprehensive billing and
    accounts receivable system effective August 1, 2008 offset by favorable experience
    for uncollectible accounts on the new billing system. Outstanding receivables
    will remain on the legacy system until invoices are collected, all collection
    efforts are exhausted, or the balances are fully reserved and written off
    in accordance with our critical accounting policy.

Legal expense was $1.3 million during the 2009 period compared to $1.2
million in the 2008 period, an increase of $0.1 million or 5%, due to an
increase in legal costs relating to establishing new and realigning existing
Life Science global entities of $0.2 million in the current period offset by
lower costs relating to patent litigation matters.

Interest income was $0.1
  million during the 2009 period as compared to $1.1 million during the 2008
  period. The Company earns interest by investing primarily in short term and
  liquid investments, US government instruments, and money market accounts. The
    interest income decrease during the 2009 period is attributed to the decline
    in interest rates in response to monetary policy actions taken by the U.S.
  Federal Reserve.Further, the Company had higher average
  invested balances during the 2008 period.

The loss on foreign currency was $0.4 million during the 2009 period.
During the 2009 period, the Companys Life Sciences segment incurred a non-cash
foreign currency loss of approximately $0.3 million on an intercompany term
loan denominated in pounds sterling due to the strengthening of the US dollar.

The Companys effective tax rate provision for
    the 2009 period was 1.4% compared to 1.0% during the 2008 period. The tax
    provisions for the 2009 and 2008 periods were based on state and local taxes,
    domestic and foreign tax for tax deductible goodwill and indefinite lived
    intangibles, and book to tax differences for acquired inventory and differed
    from the expected net operating loss carry forward benefit at the U.S. federal
    statutory rate of 34% primarily due to the inability to recognize such benefit.
    The carry forward benefit cannot be recognized because of uncertainties relating
    to future taxable income, in terms of both its timing and its sufficiency.

Segment Results

The Life Sciences segments income before taxes
    was $0.1 million for the 2009 and the 2008 period. Product revenues increased
    by $3.5 million in the 2009 period primarily due to the contribution of product
    revenues from the fiscal 2008 acquisitions and organic growth. Royalty and
    license fee income increased $0.4 million from the existing Qiagen agreement
    and the Abbott License Agreement. The segments gross margin of $4.8
    million was negatively impacted by $0.4 million representing the fair value
    adjustment attributed to the sale of inventory acquired from Biomol. The
    remaining fair value adjustment attributed to inventory acquired from Biomol
    of $0.4 million will negatively impact gross margins through the fourth quarter
    of fiscal 2009. Segment operating expenses, including selling, general and
    administrative, legal and research and development, increased by approximately
    $1.3 million during the 2009 period primarily due to the inclusion of Biomols
    expenses, including the increase in amortization of intangibles of $0.2 million
    and $0.2 million in legal costs to establish new and realign existing global
    entities.

21

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The segment experienced a non-cash foreign currency
    loss of $0.3 million resulting from an intercompany loan. In aggregate, the
    inventory fair value adjustment, amortization of intangibles, the one-time
    legal and marketing costs, and the non-cash foreign currency loss negatively
    impacted the segment operating results by $1.4 million.

The Clinical Laboratory segments loss before
    taxes was $2.3 million for the 2009 period as compared to income of $0.6
    million in the 2008 period. The 2009 period was impacted by a decrease in
    laboratory service revenues of $1.2 million or 11%. Further, the 2009 period
    continued to be impacted by competitive pricing throughout the industry which
    has negatively impacted reimbursement rates for tests and an increase in
    revenue mix to lower paying insurance providers. The gross profit was negatively
    impacted by the increase in the cost of laboratory services of $1.0 million
    as compared to the 2008 period. In the 2009 period, the selling, general
    and administrative costs increased by approximately $0.2 million primarily
    due to increases in payroll and payroll related costs of $0.1 million and
    other operating costs of $0.1 million. The provision for uncollectible accounts
    receivables increased by $0.4 million. The interest earned in the 2009 period
    decreased $0.1 million due to declining interest rates.

The Therapeutics segments loss before income
    taxes was approximately $1.0 million for the 2009 period as compared to a
    loss of $1.4 million for the 2008 period. The decrease in the segment loss
    of $0.4 million was primarily due to decreases in clinical trial activities
    of $0.4 million and salaries and related costs of $0.1 million offset by
    increases in patent related costs of $0.1 million.

The Other segments loss before taxes for the
    2009 period was approximately $4.4 million, an increase of $1.0 million as
    compared to $3.4 million in the 2008 period. The Other segments 2009
    period loss reflects an increase in consulting costs and public relations
    of $0.2 million and payroll and related costs of $0.1 million, offset by
    a decrease in legal expenses of $0.2 million due to decreases in patent litigation
    activity. Interest income declined of $0.9 million due to the decline in
    interest rates in response to monetary policy actions taken by the U.S. Federal
    Reserve and lower levels of cash available for investment and declining interest
    rates.

22

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Results of
Operations 
Six months ended January 31, 2009 as compared to January 31, 2008

Comparative Financial Data for the Six Months Ended January 31,

(in thousands)

|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 
|------------------------------------------------ |  | ---- | ------- | ---- | - | -------------------- | - | -------- | ------ | - | ---- | - | 
|                                                 |  | 2009 |         | 2008 |   | Increase
 (Decrease) |   | % Change |       
|                                                 |  |      |         |      |   |                      |   |          |       
|Revenues:                                        |  |      |         |      |   |                      |   |          |        |   |      |   | 
|Product revenues                                 |  | $    | 19,474  |      | $ | 11,890               |   | $        | 7,584  |   | 64   |   | 
|Royalty and
 license fee income                  |  |      | 4,820   |      |   | 3,816                |   |          | 1,004  |   | 26   |   | 
|Clinical
 laboratory services                    |  |      | 17,687  |      |   | 21,965               |   |          | (4,278 | ) | (19  | ) | 
|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 
|Total revenues                                   |  |      | 41,981  |      |   | 37,671               |   |          | 4,310  |   | 11   |   | 
|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 
|Costs and expenses
 and other (income):          |  |      |         |      |   |                      |   |          |        |   |      |   | 
|Cost of products                                 |  |      | 13,396  |      |   | 8,644                |   |          | 4,752  |   | 55   |   | 
|Cost of laboratory
 services                     |  |      | 11,796  |      |   | 10,100               |   |          | 1,696  |   | 17   |   | 
|Research and
 development                        |  |      | 4,220   |      |   | 4,151                |   |          | 69     |   | 2    |   | 
|Selling, general,
 and administrative            |  |      | 20,383  |      |   | 17,007               |   |          | 3,376  |   | 20   |   | 
|Provision for
 uncollectible accounts receivable |  |      | 3,235   |      |   | 2,124                |   |          | 1,111  |   | 52   |   | 
|Legal expenses                                   |  |      | 2,498   |      |   | 3,677                |   |          | (1,179 | ) | (32  | ) | 
|Interest income                                  |  |      | (552    | )    |   | (2,546               | ) |          | 1,994  |   | (78  | ) | 
|Other income                                     |  |      | (151    | )    |   | (126                 | ) |          | (25    | ) | 20   |   | 
|Foreign currency
 loss                           |  |      | 955     |      |   |                     |   |          | 955    |   | na   |   | 
|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 
|Total costs and
 expenses - net                  |  |      | 55,780  |      |   | 43,031               |   |          | 12,749 |   | 30   |   | 
|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 
|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 
|Loss before income
 taxes                        |  | $    | (13,799 | )    | $ | (5,360               | ) | $        | (8,439 | ) | (157 | ) | 
|                                                 |  |      |         |      |   |                      |   |          |        |   |      |   | 

Consolidated Results:

The 2009 period and the 2008 period refer
to the fiscal six months ended January 31, 2009 and 2008, respectively. The 2009
    period includes the six months results of Biomol which was acquired on May
    8, 2008.

Product revenues during the 2009 period were $19.5 million compared to
$11.9 million in the 2008 period, an increase of $7.6 million or 64% of which
50% or $5.9 million is due to acquisition growth, primarily from Biomol, 16% or
$1.8 million from organic growth offset by 1% or $0.1 million negative effect
from foreign currency.

Royalty and license fee income during the 2009 period
    was $4.8 million compared to $3.8 million in the 2008 period, an increase
    of $1.0 million or 26%. Royalties are earned from net sales of Qiagen products
    subject to a license and from a License Agreement with Abbott.During
    the 2009 period, the Company recognized royalties of approximately
    $3.5 million from Qiagen, an increase of approximately $0.6 million over
    the prior year ago period, and royalties and license fees under the Abbott
    License Agreement of approximately $1.3 million, an increase of $0.4 million
    over the year ago period. There are no direct expenses relating to royalty
    and license fee income.

Clinical laboratory revenues during the 2009 period
     were $17.7 million compared to $22.0 million in the 2008 period, a decrease
    of $4.3 million or 19%. Revenues were adversely affected by lower service
    volume during the 2009 period and reduced payer reimbursement experience
    in the first quarter. This reduced payer reimbursement experience was caused
    by reduced billings on our legacy billing system, including the investigation
    of and rebilling of denials during the period, as a result of the realignment
    of certain billing personnel to implement our new comprehensive billing and
accounts receivable system. This new system was effective for all laboratory
services performed after August 1, 2008. We anticipate that the new billing and
accounts receivable system will enhance our billing and reimbursement process.

23

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The cost of product revenues during the 2009 period
    was $13.4 million compared to $8.6 million in the 2008 period, an increase
    of $4.8 million or 55%. The increase is principally due to the inclusion
    of Biomols
cost of product revenues of approximately $4.1 million in the 2009 period,
which includes the impact of an inventory fair value adjustment of $1.0 million
related to sales of inventory acquired from Biomol. The remaining increase was
attributed to organic revenue growth.

The cost of clinical laboratory services during the
    2009 period was $11.8 million as compared to $10.1 million in the prior period,
    an increase of $1.7 million or 17%. The Company incurred increased costs
    primarily relating to reagent costs of $0.3 million, laboratory personnel
costs of $0.7 million, and outside testing labs of $0.4, and other related lab
costs of $0.3 million.

Research and development expenses were approximately
    $4.2 million during the 2009 and 2008 periods. Research and development
costs increased $0.6 at the Life Sciences segment, principally related to
Biomol offset by decreases at the Therapeutic segment by $0.6 million
principally due to decreases in clinical trial activities.

Selling, general and administrative expenses were
    approximately $20.4 million during the 2009 period as compared to $17.0
million in the 2008 period, an increase of $3.4 million or 20%. Life Sciences
selling, general and administrative costs increased by $2.0 million over the
2008 period, of which approximately $1.5 million of selling, general and
administrative expenses related to Biomols operations. The increase in
the other segments operations of approximately $1.4 million was primarily
due to payroll and related personnel costs approximating $0.3 million, consulting
and professional fees of $0.5 million and other overhead cost of $0.5 million.

The provision for uncollectible accounts receivable,
    relating to the Clinical Labs segment was $3.2 million for the 2009 period
    as compared to $2.1 million in the 2008 period. The increase in the 2009
    period was attributed to reduced collection efforts in our billing department
    relating to the Clinical Labs legacy billing
    system which was replaced in August 2008. Outstanding receivables will remain
    on the legacy system until invoices are collected, all collection efforts
    are exhausted, or the balances are fully reserved and written off in accordance
    with our critical accounting policy.

Legal expense was $2.5 million during the 2009 period
    compared to $3.7 million in the 2008 period, a decrease of $1.2 million or
32%, primarily due to a decrease in patent litigation activity in the current
period of $1.5 million offset by increases in the Life Science segment of $0.3
million for realignment of existing and establishment of new global operating
    units and other increases in general legal costs.

Interest income decreased by $2.0 million or 78% to
    $0.6 million during the 2009 period compared to $2.6
    million during the 2008 period. The Company earns interest by investing primarily
    in short term and liquid investments, US government instruments, and
    money market accounts. Interest income decreased during the 2009 period due
    to  the decline in interest rates in response
    to monetary policy actions taken by the U.S. Federal Reserve and lower invested
    balances.

Other income was $0.2 million during the 2009 period
    versus $0.1 million in the year ago period.

The loss on foreign currency was $1.0 million during the 2009 period.
During the 2009 period, the Companys Life Sciences segment incurred a non-cash
foreign currency loss of approximately $0.9 million on an intercompany term
loan denominated in pounds sterling due to the strengthening of the US dollar
as at January 31, 2009 versus July 31, 2008.

The Companys effective tax rate (provision)
    for the 2009 period was (1.8%), compared to a benefit of 1.4% during the
    2008 period. The tax (provision) for the 2009 period
    was based on state and local taxes and book to tax differences for inventory
    acquired from Biomol and differed from the expected net operating loss carry
    forward benefit at the U.S. federal statutory rate of 34% primarily due to
    the inability to recognize such benefit. The carry forward benefit cannot
    be recognized because of uncertainties relating to future taxable income,
in terms of both its timing and its sufficiency.

24

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The tax benefit for the 2008 period was based on
state and local taxes and book to tax differences for acquired inventory, and
differed from the expected net operating loss benefit at the U.S. federal
statutory rate of 34% primarily due the inability to recognize such benefit.
The carry forward benefit cannot be recognized because of uncertainties
relating to future taxable income, in terms of both its timing and its
sufficiency, which would enable the Company to realize the federal carry
forward benefit.

Segment Results

The Life Sciences segments income before taxes
    was approximately $1.3 million for the 2009 and 2008 periods. Revenues from
product shipments increased by $7.6 million primarily due to the inclusion of
products sales of $5.4 million from Biomol in the 2009 period. Royalty and
license fee income increased $1.0 million from the existing Qiagen and Abbott
    licensing and royalty agreements. The segments gross margin of $10.9
    million, which increased $3.8 over the prior year period, was negatively
    impacted by $1.0 million representing the fair value adjustment attributed
    to the sale of inventory acquired from Biomol. Segment operating expenses,
    including selling, general and administrative, legal and research and development,
    increased by approximately $2.4 million during the 2009 period due to the
    inclusion of Biomols
expenses, increase in amortization of intangibles of $0.3 million and $0.3
million in legal costs to establish new and realign existing global entities
and marketing costs of $0.1 million relating to the integration of our brands.
The segment experienced a non-cash foreign currency loss of $0.9 million
resulting from an intercompany loan. In aggregate, the inventory fair value
adjustment, amortization of intangibles, the one-time legal and marketing costs
and the non-cash foreign currency loss, negatively impacted the segment operating
results by $2.8 million.

The Therapeutics segments loss before income
    taxes was approximately $1.8 million for the 2009 period as compared to a
    loss of $2.3 million for the 2008 period. The decrease in the loss of $0.5
    million was primarily due to decreases in clinical trial activities of $0.6
    million offset by a government grant of $0.1 million in 2008.

The Clinical Labs segments loss before taxes
    was $5.7 million for the 2009 period as compared to income before taxes of
$2.0 million in the 2008 period. The 2009 results were negatively impacted by
lower service volume of $2.1 million and by a $2.2 million charge in the first
quarter relating to reduced payer reimbursements. This reduced payer
reimbursement experience was caused by reduced billings on our legacy billing
system, including the investigation of and rebilling of denials during the
period, as a result of the realignment of certain billing personnel to
implement our new comprehensive billing and accounts receivable system. The decrease
in the 2009 periods gross margin of $6.0 million was due to decreased
laboratory service revenues, lower reimbursement and increased operating costs.
Selling, general and administrative increased approximately $0.5 million
primarily due to increases in office support salaries and operational costs to
maintain the facility. The provision for uncollectible accounts increased by
$1.1 million primarily due to an increased provision related to the legacy billing
system. The segment earned interest in the 2009 and 2008 periods of $0.1 million.

The Other segments loss before taxes for the
    2009 period was approximately $7.6 million as compared to $6.4 in the 2008
    period. The Other segments 2009 period loss is primarily due to increases
    in professional and consulting fees of $0.4 million, payroll and related
    costs of $0.2 million and other general and administrative expenses of $0.1
    million offset by a decrease in legal expenses of $1.5 million primarily
    due to a decrease in patent litigation activity in the current period compared
    to the 2008 period. The decrease in interest income of $1.9 million contributed
    to the increased segment loss in the 2009 period due to the decline in interest
    rates in response to monetary policy actions taken by the U.S. Federal Reserve
and lower levels of cash available for investment.

25

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Liquidity and Capital Resources

At January 31, 2009, the Company had cash and cash
    equivalents of $8.5 million and short-term investments of $64.4 million,
    or $72.9 in aggregate as compared to $78.3 at July 31, 2008. Short term investments,
    include US Government instruments, of $64.5 million. The Company had working
    capital of $79.3 million at January 31, 2009 compared to $92.4 million at
    July 31, 2008. The decrease in working capital was the primarily the result
of the use of cash to fund the period net loss and capital expenditures.

Net cash used in operating activities for the six months ended January
31, 2009 was approximately $ 4.2 million as compared to $5.7 million for the
six months ended January 31, 2008. The decrease in net cash used in operating
activities in the 2009 period over the 2008 period of approximately $1.5
million was primarily due to the changes in accounts receivable and accrued
liabilities offset by the increase in the 2009 period loss and the effect of
non-cash adjustments in the 2009 period over the 2008 period, including the
increases in the provision for doubtful accounts of $1.1 million and
depreciation and amortization of $0.6 million.

Net cash used in investing activities was approximately $65.8 million
as compared to $1.3 million in the year ago period, primarily due to the net
increase in short term investments in US Government instruments of $64.4
million.

Net cash provided by financing activities was approximately $0.3
million in the 2009 and the 2008 periods, both attributed primarily to stock
options exercise proceeds.

On May 8, 2008, the Companys wholly-owned subsidiary, Enzo Life
Sciences, acquired substantially all of the U.S. based assets of Biomol
International, L.P. (Biomol) through Enzo Life Sciences newly-formed
subsidiary, Biomol International, Inc., and all of the outstanding capital
stock of Biomols two wholly owned United Kingdom subsidiaries through Enzo
Life Sciences wholly owned subsidiary, Axxora (UK) Ltd. (the Biomol
Acquisition), for a purchase price of $18 million, comprised of $15 million in
cash, subject to downward adjustment based on net asset value on the closing
date, and $3 million of unregistered common stock of the Company. In addition,
Biomol may be entitled to receive a maximum of $5 million in earn-out payments
over the next two years, payable in two installments of $2.5 million on each of
the next two anniversaries of the closing date, if certain revenues and EBITDA
targets for the acquired business are attained. The earn-out payments, if any,
will be payable in a combination of cash and shares of the Companys common
stock, provided no more than 50% of the earn-out payments will be paid in
stock. Biomol was a privately owned global manufacturer and marketer of
specialty life sciences research products, with consolidated revenues of
approximately $11.5 million for its fiscal year ended December 31, 2007. The
Biomol Acquisition strengthened the Companys position as a global provider of
life sciences reagents by broadening the Companys product offerings and
manufacturing capabilities.

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

Contractual Obligations

There have been no material changes to our Contractual Obligations as
reported in our Form 10-K for the fiscal year ended July 31, 2008. Management
is not aware of any material claims, disputes or settled matters concerning
third party reimbursement that would have a material effect on our financial
statements.

Critical Accounting Policies

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

26

---



Product revenues

Revenues from product sales are recognized when the products are
shipped and title transfers, the sales price is fixed or determinable and
collectibility is reasonably assured. The revenue from the non-exclusive
distribution agreements are recognized when shipments are made to their
respective customers and reported to the Company. 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 product revenues. The Company did not
recognize any revenue from these distributors during the 2009 and 2008 periods.
During the three and six months ended January 31, 2009 and 2008, one customer
in the Life Science segment represented $2.2 million and $4.3 million and $0.8
million and $1.8 million of total product revenues, respectively. As of January
31, 2009, the accounts receivable from this customer were $0.6 million.

Royalties

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

License fees and multiple element arrangements

When evaluating multiple element arrangements, the Company considers
whether the components of the arrangement represent separate units of
accounting as defined in Emerging Issues Task Force (EITF) Issue No. 00-21,
Revenue Arrangements with Multiple Deliverables (EITF 00-21). Application of
this standard requires subjective determinations and requires management to
make judgments about the fair value of the individual elements and whether such
elements are separable from the other aspects of the contractual relationship.

Revenues  Clinical laboratory services

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

The following are tables of the Clinical Labs segments net revenues
and percentages by revenue category for the three and six months ended January
31, 2009 and 2008:

Clinical Labs net revenues

Net revenues

|                  |  |                                    |       |                                    |  |                |   |        |        |  |  |     |  
|----------------- |  | ---------------------------------- | ----- | ---------------------------------- |  | -------------- | - | ------ | ------ |  |  | --- | -
|                  |  | Three months endedJanuary 31, 2009 |       | Three months endedJanuary 31, 2008 | 
|                  |  |                                    |       |                                    | 
|                  |  | (In thousands)                     |       | (in %)                             |  | (In thousands) |   | (in %) |       
|                  |  |                                    |       |                                    |  |                |   |        |       
|Revenue category  |  |                                    |       |                                    |  |                |   |        |        |  |  |     |  
|Medicare          |  | $                                  | 2,300 |                                    |  | 25             |   | $      | 1,809  |  |  | 17  |  
|Third-party payer |  |                                    | 4,686 |                                    |  | 49             |   |        | 6,586  |  |  | 62  |  
|Patient self-pay  |  |                                    | 1,558 |                                    |  | 16             |   |        | 1,307  |  |  | 12  |  
|HMOs             |  |                                    | 971   |                                    |  | 10             |   |        | 998    |  |  | 9   |  
|                  |  |                                    |       |                                    |  |                |   |        |        |  |  |     |  
|Total             |  | $                                  | 9,515 |                                    |  | 100            | % | $      | 10,700 |  |  | 100 | %
|                  |  |                                    |       |                                    |  |                |   |        |        |  |  |     |  

27

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Net revenues

|                  |  |                                    |        |                                    |  |                |   |        |        |  |  |     |  
|----------------- |  | ---------------------------------- | ------ | ---------------------------------- |  | -------------- | - | ------ | ------ |  |  | --- | -
|                  |  | Six months ended
 January 31, 2009 |        | Six months ended
 January 31, 2008 | 
|                  |  |                                    |        |                                    | 
|                  |  | (In thousands)                     |        | (in %)                             |  | (In thousands) |   | (in %) |       
|                  |  |                                    |        |                                    |  |                |   |        |       
|Revenue category  |  |                                    |        |                                    |  |                |   |        |        |  |  |     |  
|Medicare          |  | $                                  | 4,601  |                                    |  | 26             |   | $      | 3,954  |  |  | 18  |  
|Third-party payer |  |                                    | 8,565  |                                    |  | 48             |   |        | 13,093 |  |  | 60  |  
|Patient self-pay  |  |                                    | 2,785  |                                    |  | 16             |   |        | 2,823  |  |  | 13  |  
|HMOs             |  |                                    | 1,736  |                                    |  | 10             |   |        | 2,095  |  |  | 9   |  
|                  |  |                                    |        |                                    |  |                |   |        |        |  |  |     |  
|Total             |  | $                                  | 17,687 |                                    |  | 100            | % | $      | 21,965 |  |  | 100 | %
|                  |  |                                    |        |                                    |  |                |   |        |        |  |  |     |  

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

Other than the Medicare program, one provider whose programs are
included in the Third-party payer and Health Maintenance Organizations
(HMOs) categories represented 25% and 23% of the Clinical Labs services net
revenues for the three months ended January 31, 2009 and 2008 respectively and
26% and 24% for the six months ended January 31, 2009 and 2008 respectively.

Contractual Adjustment

The Companys estimate of contractual adjustment is based on
significant assumptions and judgments, such as its interpretation of payer
reimbursement policies, and bears the risk of change. The estimation process is
based on the experience of amounts approved as reimbursable and ultimately
settled by payers, versus the corresponding gross amount billed to the
respective payers. The contractual adjustment is an estimate that reduces gross
revenue, based on gross billing rates, to amounts expected to be approved and
reimbursed. Gross billings are based on a standard fee schedule we set for all
third party payers, including Medicare, health maintenance organizations
(HMOs) and managed care. The Company adjusts the contractual adjustment
estimate quarterly, based on its evaluation of current and historical settlement
experience with payers, industry reimbursement trends, and other relevant
factors. The other relevant factors that affect our contractual adjustment
include the monthly and quarterly review of: 1) current gross billings and
receivables and reimbursement by payer, 2) current changes in third party
arrangements. 3) the growth of in-network provider arrangements and managed
care plans specific to our Company.

Our clinical laboratory business is primarily dependent upon
reimbursement from third-party payers, such as Medicare (which principally
serves patients 65 and older) and insurers. We are subject to variances in
reimbursement rates among different third-party payers, as well as constant
changes of reimbursement rates. Changes that decrease reimbursement rates or
coverage would negatively impact our revenues.

The number of individuals covered under managed care contracts or other
similar arrangements has grown over the past several years and may continue to
grow in the future. In addition, Medicare and other government healthcare
programs continue to shift to managed care. These trends will continue to
reduce our revenues per test.

During the three and six months ended January 31,
    2009 and 2008, the contractual adjustment percentages, determined using current
    and historical reimbursement statistics, were 77.1% and 77.4%, and 81.0%
    and 80.8%, respectively, of gross billings. During the six months ended January
    31, 2009 changes to the Companys standard fee schedule, partially offset
    by a $2.2 million contractual adjustment (which increased the six months
    loss before income taxes and net loss by $2.2 million or $0.06 per basic
    and fully diluted share) due to reduced payer reimbursements, resulted in
    a decrease in the contractual adjustment percentage for the three and six
    months ended January 31, 2009. The Company believes the negative impact on
    revenues from the decline in reimbursement rates or the shift to managed
    care, other primary third party payers, or similar arrangements may be offset
    by the positive impact of the number of tests we perform. However, there
    can be no assurance that we can increase the number of tests we perform or
    that if we do increase the number of tests we perform, that we can maintain
    that higher number of tests performed, or that an increase in the number
    of tests we perform would result in increased revenue.

28

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The Company estimates (by using a sensitivity analysis) that each 1%
point change in the contractual adjustment percentage could result in a change
in clinical laboratory services revenues of approximately $763,000, and
$1,142,000 for the six months ended January 31, 2009 and 2008, respectively, and
a change in the net accounts receivable of approximately $185,000 as of January
31, 2009.

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

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

Accounts Receivable and Allowance for
Doubtful Accounts

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

The following is a table of the Companys net accounts receivable by
segment. The clinical laboratory segments net receivables are detailed by
billing category and as a percent to its total net receivables. At January 31,
2009 and July 31, 2008, approximately 47% and 58%, respectively, of the
Companys net accounts receivable relates to its clinical laboratory business,
which operates in the New York Metropolitan and New Jersey Metropolitan areas.

The Life Sciences segments accounts receivable, of which $1.7 million
or 29% and $3.3 million or 51% represents foreign receivables as of January 31,
2009 and July 31, 2008 respectively, includes royalty receivables of $1.8
million and $2.1 million, as of January 31, 2009 and July 31, 2008, respectively,
of which approximately $1.2 million and $1.5 million, respectively is from
Qiagen Corporation. (Note 12).

Net accounts receivable

|                           |  |                          |        |                       |  |            |   |        |        |  |  |     |  
|-------------------------- |  | ------------------------ | ------ | --------------------- |  | ---------- | - | ------ | ------ |  |  | --- | -
|                           |  | As of 
 January 31, 2009 |        | As of 
 July 31, 2008 | 
|                           |  |                          |        |                       | 
|Billing
 category          |  | (In 000s)               |        | (in %)                |  | (In 000s) |   | (in %) |       
|                           |  |                          |        |                       |  |            |   |        |       
|Clinical Labs              |  |                          |        |                       |  |            |   |        |        |  |  |     |  
|Medicare                   |  | $                        | 755    |                       |  | 15         |   | $      | 1,600  |  |  | 18  |  
|Third party payers         |  |                          | 2,539  |                       |  | 49         |   |        | 4,610  |  |  | 52  |  
|Patient self-pay           |  |                          | 1,533  |                       |  | 30         |   |        | 2,144  |  |  | 24  |  
|HMOs                      |  |                          | 332    |                       |  | 6          |   |        | 537    |  |  | 6   |  
|                           |  |                          |        |                       |  |            |   |        |        |  |  |     |  
|Total clinical labs        |  | $                        | 5,159  |                       |  | 100        | % | $      | 8,891  |  |  | 100 | %
|                           |  |                          |        |                       |  |            |   |        |        |  |  |     |  
|Total life
 sciences       |  |                          | 5,894  |                       |  |            |   |        | 6,457  |  |  |     |  
|                           |  |                          |        |                       |  |            |   |        |        |  |  |     |  
|Total accounts
 receivable |  | $                        | 11,053 |                       |  |            |   | $      | 15,348 |  |  |     |  
|                           |  |                          |        |                       |  |            |   |        |        |  |  |     |  

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

|                                 |  |                    |       |                 |   |        |  
|-------------------------------- |  | ------------------ | ----- | --------------- | - | ------ | -
|In 000s                         |  | January 
 31, 2009 |       | July 31, 
 2008 |  
|                                 |  |                    |       |                 |  
|Beginning balance                |  | $                  | 886   |                 | $ | 1,404  |  
|Provision for
 doubtful accounts |  |                    | 3,235 |                 |   | 3,716  |  
|Write-offs, net                  |  |                    | (608  | )               |   | (4,234 | )
|                                 |  |                    |       |                 |  
|Ending balance                   |  | $                  | 3,513 |                 | $ | 886    |  
|                                 |  |                    |       |                 |  

29

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For the Clinical Labs segment, the allowance for doubtful accounts
represents amounts that the Company does not expect to collect after the
Company has exhausted its collection procedures. The Company estimates its
allowance for doubtful accounts in the period the related services are billed
and adjusts the estimate in future accounting periods as necessary. It bases
the estimate for the allowance on the evaluation of historical collection
experience, the aging profile of accounts receivable, the historical doubtful account
write-off percentages, payer mix, and other relevant factors.

The allowance for doubtful accounts includes the balances, after
receipt of the approved settlements from third party payers for the
insufficient diagnosis information received from the ordering physician, which
result in denials of payment and the uncollectible portion of receivables from
self payers, including deductibles and copayments, which are subject to credit
risk and patients ability to pay. During the three and six months ended January
31, 2009 and 2008, the Company determined an allowance for doubtful accounts
less than 210 days and wrote off 100% of accounts receivable over 210 days, as
it assumed those accounts are uncollectible, except for certain fully reserved
balances, principally related to Medicare. These accounts have not been written
off because the payers filing date deadline has not occurred or the collection
process has not been exhausted. The Companys collection experience on Medicare
receivables beyond 210 days has been insignificant. The Company adjusts the
historical collection analysis for recoveries, if any, on an ongoing basis.

The Companys ability to collect outstanding receivables from third
party payers is critical to its operating performance and cash flows. The
primary collection risk lies with uninsured patients or patients for whom
primary insurance has paid but a patient portion remains outstanding. The
Company also assesses the current state of its billing functions in order to
identify any known collection or reimbursement issues in order to assess the
impact, if any, on the allowance estimates, which involves judgment. The
Company believes that the collectibility of its receivables is directly linked
to the quality of its billing processes, most notably, those related to
obtaining the correct information in order to bill effectively for the services
provided. Should circumstances change (e.g. shift in payer mix, decline in
economic conditions or deterioration in aging of receivables), our estimates of
net realizable value of receivables could be reduced by a material amount.
During the three and six month periods ended January 31, 2009 versus 2008, our
bad debt expense and related allowance for doubtful accounts increased by $0.4
million and $1.1 million, respectively, as a result of the impact of reduced
collection efforts employed by our billing department due to the realignment of
efforts to implementation and utilization of the Companys new billing system.
This realignment of personnel is not expected to materially impact future
periods. The Company is presently managing two systems until the legacy system
collection efforts are deemed completed. Further, the Company believes the
current economic condition has impacted collections.

Billing for laboratory services is complicated because of many factors,
especially: the differences between our standard gross fee schedule for all
payers and the reimbursement rates of the various payers we deal with,
disparity of coverage and information requirements among the various payers,
and disputes with payers as to which party is responsible for reimbursement.

30

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The following tables indicate the Clinical Labs Aged Gross Receivables
by Payer Group (in thousands), which is prior to adjustment to gross receivables
for 1) contractual adjustment, 2) fully reserved balances not yet written off
and 3) other revenue adjustments.

|                       |  |             |        |   |  |                |   |   |       |                          |  |     |   |                  |       |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|---------------------- |  | ----------- | ------ | - |  | -------------- | - | - | ----- | ------------------------ |  | --- | - | ---------------- | ----- | - |  | ----------- | - | - | ----- |  |  | --- | - | - | ----- |  |  | --- | -
|As of January 31, 2009 |  | TotalAmount |        | % |  | MedicareAmount |   | % |       | ThirdParty Payers Amount |  | %   |   | Self-pay
 Amount |       | % |  | HMOsAmount |   | % |      
|                       |  |             |        |   |  |                |   |   |       |                          |  |     |   |                  |       |   |  |             |   |   |      
|                      
|1-30 days              |  | $           | 15,483 |   |  | 65             | % | $ | 2,309 |                          |  | 40  | % | $                | 7,069 |   |  | 74          | % | $ | 2,641 |  |  | 54  | % | $ | 3,464 |  |  | 97  | %
|31-60 days             |  |             | 1,852  |   |  | 8              | % |   | 328   |                          |  | 6   | % |                  | 803   |   |  | 8           | % |   | 696   |  |  | 14  | % |   | 25    |  |  | 1   | %
|61-90 days             |  |             | 1,191  |   |  | 5              | % |   | 227   |                          |  | 4   | % |                  | 473   |   |  | 5           | % |   | 465   |  |  | 9   | % |   | 26    |  |  | 1   | %
|91-120 days            |  |             | 699    |   |  | 3              | % |   | 228   |                          |  | 4   | % |                  | 287   |   |  | 3           | % |   | 173   |  |  | 4   | % |   | 11    |  |  | 0   | %
|121-150 days           |  |             | 754    |   |  | 3              | % |   | 142   |                          |  | 2   | % |                  | 266   |   |  | 3           | % |   | 331   |  |  | 7   | % |   | 15    |  |  | 0   | %
|Greater than 150 days* |  |             | 3,798  |   |  | 16             | % |   | 2,570 |                          |  | 44  | % |                  | 597   |   |  | 6           | % |   | 592   |  |  | 12  | % |   | 39    |  |  | 1   | %
|                       |  |             |        |   |  |                |   |   |       |                          |  |     |   |                  |       |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|Totals                 |  | $           | 23,777 |   |  | 100            | % | $ | 5,804 |                          |  | 100 | % | $                | 9,495 |   |  | 100         | % | $ | 4,898 |  |  | 100 | % | $ | 3,580 |  |  | 100 | %
|                       |  |             |        |   |  |                |   |   |       |                          |  |     |   |                  |       |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  

|                        |  |             |        |   |  |                |   |   |       |                         |  |     |   |                |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|----------------------- |  | ----------- | ------ | - |  | -------------- | - | - | ----- | ----------------------- |  | --- | - | -------------- | ------ | - |  | ----------- | - | - | ----- |  |  | --- | - | - | ----- |  |  | --- | -
|As of July 31, 2008     |  | TotalAmount |        | % |  | MedicareAmount |   | % |       | ThirdParty PayersAmount |  | %   |   | Self-payAmount |        | % |  | HMOsAmount |   | % |      
|                        |  |             |        |   |  |                |   |   |       |                         |  |     |   |                |        |   |  |             |   |   |      
|                       
|1-30 days               |  | $           | 15,879 |   |  | 56             | % | $ | 3,278 |                         |  | 44  | % | $              | 7,019  |   |  | 62          | % | $ | 1,654 |  |  | 29  | % | $ | 3,928 |  |  | 94  | %
|31-60 days              |  |             | 4,038  |   |  | 14             | % |   | 725   |                         |  | 10  | % |                | 2,196  |   |  | 19          | % |   | 960   |  |  | 17  | % |   | 157   |  |  | 4   | %
|61-90 days              |  |             | 1,836  |   |  | 6              | % |   | 468   |                         |  | 6   | % |                | 636    |   |  | 6           | % |   | 682   |  |  | 12  | % |   | 50    |  |  | 1   | %
|91-120 days             |  |             | 1,460  |   |  | 5              | % |   | 291   |                         |  | 4   | % |                | 534    |   |  | 5           | % |   | 614   |  |  | 11  | % |   | 21    |  |  | 1   | %
|121-150 days            |  |             | 1,074  |   |  | 4              | % |   | 192   |                         |  | 3   | % |                | 548    |   |  | 5           | % |   | 323   |  |  | 6   | % |   | 11    |  |  | 0   | %
|Greater than 150 days** |  |             | 4,300  |   |  | 15             | % |   | 2,412 |                         |  | 33  | % |                | 380    |   |  | 3           | % |   | 1,506 |  |  | 25  | % |   | 2     |  |  | 0   | %
|                        |  |             |        |   |  |                |   |   |       |                         |  |     |   |                |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  
|Totals                  |  | $           | 28,587 |   |  | 100            | % | $ | 7,366 |                         |  | 100 | % | $              | 11,313 |   |  | 100         | % | $ | 5,739 |  |  | 100 | % | $ | 4,169 |  |  | 100 | %
|                        |  |             |        |   |  |                |   |   |       |                         |  |     |   |                |        |   |  |             |   |   |       |  |  |     |   |   |       |  |  |     |  

|   |                                                                            
|-- | ---------------------------------------------------------------------------
|*  | Total includes $2,364 fully
 reserved over 210 days as of January 31, 2009.
|   |                                                                            
|** | Total includes $2,796 fully
 reserved over 210 days as of July 31, 2008.   

Income Taxes

The Company accounts for income taxes under the liability method of
accounting for income taxes. Under the liability method, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. The liability method requires
that any tax benefits recognized for net operating loss carry forwards and
other items be reduced by a valuation allowance where it is not more likely
than not the benefits will be realized in the foreseeable future.

Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under the liability
method, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

On August 1, 2007, the Company adopted Financial Accounting Standards
Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109 (FIN 48). FIN 48
prescribes a more-likely-than-not threshold for the recognition and
derecognition of tax positions, provides guidance on the accounting for
interest and penalties relating to tax positions and requires that the
cumulative effect of applying the provisions of FIN 48 be reported as an
adjustment to the opening balance of retained earnings or other appropriate
components of equity or net assets in the statement of financial position. The
Company did not have any significant unrecognized tax positions and there was
no material effect on our financial condition or results of operations as a
result of implementing FIN 48.

31

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Inventory

The Company values inventory at the lower of cost (first-in, first-out)
or market. Work-in-process and finished goods inventories consist of material,
labor, and manufacturing overhead. On a quarterly basis, we review inventory
quantities on hand and analyze the provision for excess and obsolete inventory
based on our estimate of sales forecasts based on sales history and anticipated
future demand. Our estimate of future product demand may not be accurate and we
may understate or overstate the provision for excess and obsolete inventory.
Accordingly, unanticipated changes in demand could have a significant impact on
the value of our inventory and results of operations. At January 31, 2009 and
July 31, 2008, our reserve for excess and obsolete inventory was $787,000 and
$637,000, respectively.

Recent Accounting Pronouncements

In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162). SFAS 162 is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with generally accepted accounting principles. SFAS 162
will become effective 60 days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting Principles.
The Company does not anticipate the adoption of SFAS 162 will have a material impact
on its results of operations, cash flows or financial condition.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the
Useful Life of Intangible Assets (FSP FAS 142-3). FSP FAS 142-3 amends the
factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under FASB Statement No.142, Goodwill and Other Intangible Assets. FSP FAS
142-3 also requires expanded disclosure related to the determination of intangible
asset useful lives. FSP FAS 142-3 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited. The Company is currently evaluating
the impact that the adoption of FSP FAS 142-3 will have on its consolidated
results of operations, cash flows or financial condition.

In December 2007, the FASB issued Statement No. 141 (revised
2007),Business Combinations (SFAS 141R). SFAS 141R establishes principles
and requirements for how the acquirer in a business combination recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any controlling interest in the business and the goodwill
acquired. SFAS 141R further requires that acquisition-related costs and costs
associated with restructuring or exiting activities of an acquired entity will
be expensed as incurred. SFAS 141R also establishes disclosure requirements
that will require disclosure of the nature and financial effects of the
business combination. SFAS 141R will impact business combinations for the
Company that may be completed on or after August 1, 2009. While there is
no expected impact to our Consolidated Financial Statements on the accounting
for acquisitions completed prior to July 31, 2009, the adoption of
SFAS 141R on August 1, 2009 could materially change the accounting for
business combinations consummated subsequent to that date and for tax matters
relating to prior acquisitions settled subsequent to July 31, 2009.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. The objective of SFAS 159 is
to provide opportunities to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
hedge accounting provisions. SFAS 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS 159 is effective for fiscal years beginning after November
15, 2007. The adoption of SFAS 159 did not have a material impact on the
Companys consolidated results of operations or financial condition as we have
not elected to apply the provisions to our financial instruments or other
eligible items that are not required to be measured at fair value.

32

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Item 3. Quantitative and Qualitative
Disclosures About Market Risk

We are exposed to market risk from changes in foreign currency exchange
rates and, to a much lesser extent, interest rates on investments in short-term
instruments, which could impact our results of operations and financial
position. We do not currently engage in any hedging or market risk management
tools. There have been no material changes with respect to market risk
previously disclosed in our Annual Report on Form 10-K for our 2008 fiscal
year.

Foreign Currency Exchange Rate Risk

The financial reporting of our non-U.S. subsidiaries is denominated in
currencies other than the U.S. dollar. Since the functional currency of our
non-U.S. subsidiaries is the local currency, foreign currency translation
adjustments are accumulated as a component of accumulated other comprehensive
income in stockholders equity. Assuming a hypothetical aggregate change of 10%
in the exchange rates of foreign currencies against the U.S. dollar at January
31, 2009, our assets and liabilities would increase or decrease by $1.9 million
and $0.5 million, respectively, and our net sales and net (loss) or earnings
would increase or decrease by $1.6 million and $0.1 million, respectively, on
an annual basis.

We also maintain intercompany balances and loans receivable with
subsidiaries with different local currencies. These amounts are at risk of
foreign exchange losses if exchange rates fluctuate. Assuming a hypothetical
aggregate change of 10% in the exchange rates of foreign currencies against the
U.S. dollar at January 31, 2009, our pre-tax earnings would be favorably or
unfavorably impacted by approximately $0.4 million, on an annual basis.

Interest Rate Risk

Our excess cash is invested in highly liquid short term money market
funds and short term investments in US Government agency discount notes with
high credit ratings. Changes in interest rates may affect the investment income
we earn on money market funds and short term investments and therefore affect
our cash flows and results of operations. As of January 31, 2009, we were
exposed to interest rate change market risk with respect to our money market
accounts and short term investments totaling $67.1 million. The money market
accounts and short-term investments yield or bear interest rates ranging from
0% to 1.38%. Each 100 basis point (or 1%) fluctuation in interest rates will
increase or decrease interest income on the money market funds and short-term
investments by approximately $0.7 million on an annual basis.

As of January 31, 2009, we did not maintain any fixed or variable
interest rate financing.

Item 4. Controls and Procedures

(a)
Evaluation of Disclosure Controls and Procedures

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

(b) Changes
in Internal Controls over Financial Reporting

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

33

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PART
II  OTHER INFORMATION

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

There have been no material developments with respect to previously
reported legal proceedings discussed in the annual report on Form 10-K for the
fiscal year ended July 31, 2008 filed with the Securities and Exchange
Commission.

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

There have been no material changes from the risk factors disclosed in
Part 1, Item 1, of the Companys Annual Report on Form 10-K for the fiscal year
ended July 31, 2008.

|        |                                                     
|------- | ----------------------------------------------------
|Item 4. | Submission of
 matters to a vote of security holders

(a) The Annual Meeting of Shareholders was held on January 22, 2009.

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

(1) Elazar Rabbani was nominated by management and elected by the
shareholders to serve as a Class III Director until the 2012 Annual Meeting of
Shareholders or until his respective successor is elected and qualified. The
shareholders voted 33,233,330 shares in the affirmative and withheld 1,740,598
shares.

(2) The shareholders voted 34,188,382 shares in the affirmative with
respect to the ratification of Ernst & Young LLP as the Companys
independent auditors for the fiscal year ending July 31, 2009, 719,548 shares
against and 65,997 shares abstained.

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

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

SIGNATURES

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

|                      |                                                           |                 
|--------------------- | --------------------------------------------------------- | ----------------
|                      | ENZO BIOCHEM, INC.                                       
|                      |                                                          
|                      | (Registrant)                                             
|                      |                                                           |                 
|Date: March 12,
 2009 | by:                                                       | /s/ Barry Weiner
|                      |                                                           |                 
|                      | Chief Financial
 Officer and Principal Accounting Officer

34

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