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

|                                                                           |                                                                                          
|-------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------
|x                                                                          | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934 
|                                                                          
|For the quarterly period ended October 31, 2010                           
|                                                                          
|or                                                                        
|                                                                           |                                                                                          
|o                                                                          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
|                                                                           |                                                                                          
|For the transition period from ___________________ to
 ___________________
|                                                                           |                                                                                          
|Commission File Number 001-09974                                          

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

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

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

Yes xNoo

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

Yes oNoo

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

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

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

Yes oNox

As of December 1, 2010 the Registrant had approximately 38,162,000
shares of common stock outstanding.

---



ENZO BIOCHEM, INC. 
FORM 10-Q 
October 31, 2010

INDEX

|           |                                                                                                                                         |  |   
|---------- | --------------------------------------------------------------------------------------------------------------------------------------- |  | --
|           | PART I - FINANCIAL INFORMATION                                                                                                          |  |   
|           |                                                                                                                                         |  |   
|Item 1.    | Financial Statements                                                                                                                    |  |   
|           |                                                                                                                                         |  |   
|           | Consolidated Balance Sheets - October 31, 2010 (unaudited) and July 31,
 2010 (audited)                                                 |  | 3 
|           |                                                                                                                                         |  |   
|           | Consolidated Statements of Operations for the three months ended
 October 31, 2010 and 2009 (unaudited)                                 |  | 4 
|           |                                                                                                                                         |  |   
|           | Consolidated Statement of Stockholders Equity and Comprehensive (Loss)
 Income for the three months ended October 31, 2010 (unaudited) |  | 5 
|           |                                                                                                                                         |  |   
|           | Consolidated Statements of Cash Flows for the three months ended October
 31, 2010 and 2009 (unaudited)                                 |  | 6 
|           |                                                                                                                                         |  |   
|           | Notes to Consolidated Financial Statements                                                                                              |  | 7 
|           |                                                                                                                                         |  |   
|Item 2.    | Managements Discussion and Analysis of Financial Condition and Results
 of Operations                                                  |  | 14
|           |                                                                                                                                         |  |   
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                                                                              |  | 23
|           |                                                                                                                                         |  |   
|Item 4.    | Controls and Procedures                                                                                                                 |  | 24
|           |                                                                                                                                         |  |   
|           | Part II 
 OTHER INFORMATION                                                                                                            |  |   
|           |                                                                                                                                         |  |   
|Item 1.    | Legal Proceedings                                                                                                                       |  | 25
|           |                                                                                                                                         |  |   
|Item 1A.   | Risk Factors                                                                                                                            |  | 25
|           |                                                                                                                                         |  |   
|Item 6.    | Exhibits                                                                                                                                |  | 25
|           |                                                                                                                                         |  |   
|Signatures |                                                                                                                                         |  | 25

2

---



Part 1Financial Information Item 1 Financial
Statements

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

|                                                                                                                                            |  |                                |          |                           |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------- | ------------------------- | - | -------- | -
|                                                                                                                                            |  | October 31,
 2010
 (unaudited) |          | July 31,
 2010
 (audited) |  
|                                                                                                                                            |  |                                |          |                           |  
|ASSETS                                                                                                                                      |  |                                |          |                           |   |          |  
|Current assets:                                                                                                                             |  |                                |          |                           |   |          |  
|Cash and cash equivalents                                                                                                                   |  | $                              | 8,752    |                           | $ | 8,759    |  
|Short term investments                                                                                                                      |  |                                | 22,807   |                           |   | 24,807   |  
|Accounts receivable, net of allowances                                                                                                      |  |                                | 14,883   |                           |   | 13,006   |  
|Inventories                                                                                                                                 |  |                                | 9,367    |                           |   | 8,882    |  
|Prepaid expenses                                                                                                                            |  |                                | 2,069    |                           |   | 2,284    |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total current assets                                                                                                                        |  |                                | 57,878   |                           |   | 57,738   |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Property, plant and equipment, net                                                                                                          |  |                                | 11,668   |                           |   | 11,858   |  
|Goodwill                                                                                                                                    |  |                                | 25,235   |                           |   | 24,943   |  
|Intangible assets, net                                                                                                                      |  |                                | 20,280   |                           |   | 20,368   |  
|Other                                                                                                                                       |  |                                | 389      |                           |   | 338      |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total assets                                                                                                                                |  | $                              | 115,450  |                           | $ | 115,245  |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |  |                                |          |                           |   |          |  
|Current liabilities:                                                                                                                        |  |                                |          |                           |   |          |  
|Accounts payable  trade                                                                                                                    |  | $                              | 7,227    |                           | $ | 6,455    |  
|Accrued liabilities                                                                                                                         |  |                                | 8,041    |                           |   | 8,509    |  
|Other current liabilities                                                                                                                   |  |                                | 515      |                           |   | 572      |  
|Deferred taxes                                                                                                                              |  |                                | 39       |                           |   | 21       |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total current liabilities                                                                                                                   |  |                                | 15,822   |                           |   | 15,557   |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Deferred taxes                                                                                                                              |  |                                | 2,648    |                           |   | 2,582    |  
|Other                                                                                                                                       |  |                                | 55       |                           |   | 90       |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Commitments and contingencies                                                                                                               |  |                                |          |                           |   |          |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Stockholders equity:                                                                                                                       |  |                                |          |                           |   |          |  
|Preferred Stock, $.01 par value; authorized 25,000,000
 shares; no shares issued or outstanding                                             |  |                                |         |                           |   |         |  
|Common Stock, $.01 par value; authorized 75,000,000
 shares; shares issued: 38,785,800 at October 31, 2010 and 38,782,725 at July
 31, 2010 |  |                                | 388      |                           |   | 388      |  
|Additional paid-in capital                                                                                                                  |  |                                | 306,888  |                           |   | 306,561  |  
|Less treasury stock at cost: 623,848 shares at October 31,
 2010 and at July 31, 2010                                                       |  |                                | (8,854   | )                         |   | (8,854   | )
|Accumulated deficit                                                                                                                         |  |                                | (203,076 | )                         |   | (201,954 | )
|Accumulated other comprehensive income                                                                                                      |  |                                | 1,579    |                           |   | 875      |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total stockholders equity                                                                                                                  |  |                                | 96,925   |                           |   | 97,016   |  
|                                                                                                                                            |  |                                |          |                           |   |          |  
|Total liabilities and stockholders equity                                                                                                  |  | $                              | 115,450  |                           | $ | 115,245  |  
|                                                                                                                                            |  |                                |          |                           |   |          |  

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

3

---



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

|                                                 |  |                                 |        |      |   |        |  
|------------------------------------------------ |  | ------------------------------- | ------ | ---- | - | ------ | -
|                                                 |  | Three Months Ended
 October 31, |       
|                                                 |  | 2010                            |        | 2009 |  
|                                                 |  |                                 |        |      |  
|Revenues:                                        |  |                                 |        |      |   |        |  
|Product revenues                                 |  | $                               | 10,184 |      | $ | 10,744 |  
|Royalty and
 license fee income                  |  |                                 | 3,078  |      |   | 3,311  |  
|Clinical
 laboratory services                    |  |                                 | 12,390 |      |   | 11,110 |  
|                                                 |  |                                 |        |      |   |        |  
|                                                 |  |                                 | 25,652 |      |   | 25,165 |  
|                                                 |  |                                 |        |      |   |        |  
|Operating expenses:                              |  |                                 |        |      |   |        |  
|Cost of product
 revenues                        |  |                                 | 4,606  |      |   | 5,055  |  
|Cost of clinical
 laboratory services            |  |                                 | 7,573  |      |   | 6,781  |  
|Research and
 development                        |  |                                 | 1,757  |      |   | 2,444  |  
|Selling, general,
 and administrative            |  |                                 | 11,032 |      |   | 11,580 |  
|Provision for
 uncollectible accounts receivable |  |                                 | 1,075  |      |   | 912    |  
|Legal                                            |  |                                 | 696    |      |   | 256    |  
|                                                 |  |                                 |        |      |   |        |  
|Total operating
 expenses                        |  |                                 | 26,739 |      |   | 27,028 |  
|                                                 |  |                                 |        |      |   |        |  
|                                                 |  |                                 |        |      |   |        |  
|Operating loss                                   |  |                                 | (1,087 | )    |   | (1,863 | )
|                                                 |  |                                 |        |      |   |        |  
|Other income (expense):                          |  |                                 |        |      |   |        |  
|Interest                                         |  |                                 | 5      |      |   | 9      |  
|Other                                            |  |                                 | 14     |      |   | 19     |  
|Foreign currency
 gain (loss)                    |  |                                 | 8      |      |   | (58    | )
|                                                 |  |                                 |        |      |   |        |  
|Loss before income taxes                         |  |                                 | (1,060 | )    |   | (1,893 | )
|(Provision) benefit for income taxes             |  |                                 | (62    | )    |   | 79     |  
|                                                 |  |                                 |        |      |   |        |  
|Net loss                                         |  | $                               | (1,122 | )    | $ | (1,814 | )
|                                                 |  |                                 |        |      |   |        |  
|                                                 |  |                                 |        |      |   |        |  
|Net loss per common share:                       |  |                                 |        |      |   |        |  
|Basic                                            |  | $                               | (0.03  | )    | $ | (0.05  | )
|                                                 |  |                                 |        |      |   |        |  
|Diluted                                          |  | $                               | (0.03  | )    | $ | (0.05  | )
|                                                 |  |                                 |        |      |   |        |  
|                                                 |  |                                 |        |      |   |        |  
|Weighted average common shares outstanding:      |  |                                 |        |      |   |        |  
|Basic                                            |  |                                 | 38,160 |      |   | 37,855 |  
|                                                 |  |                                 |        |      |   |        |  
|Diluted                                          |  |                                 | 38,160 |      |   | 37,855 |  
|                                                 |  |                                 |        |      |   |        |  

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

4

---



ENZO BIOCHEM, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE (LOSS) INCOME
Three months ended October 31, 2010 
(UNAUDITED) 
(In thousands, except share data)

|                                               |  |                   |       |                     |  |                         |     |                              |   |                         |  |                      |        |                                           |   |                              |   |                              |       |  |     |        |  |        |   |   |        |  
|---------------------------------------------- |  | ----------------- | ----- | ------------------- |  | ----------------------- | --- | ---------------------------- | - | ----------------------- |  | -------------------- | ------ | ----------------------------------------- | - | ---------------------------- | - | ---------------------------- | ----- |  | --- | ------ |  | ------ | - | - | ------ | -
|                                               |  | CommonStockShares |       | TreasuryStockShares |  | Common
 
 Stock
 Amount |     | Additional
 Paid-in
 Capital |   | Treasury
 Stock
 Amount |  | Accumulated
 Deficit |        | Accumulated
 Other
 Comprehensive
 Income |   | Total
 Stockholders
 Equity |   | Comprehensive
 (Loss) Income |      
|                                               |  |                   |       |                     |  |                         |     |                              |   |                         |  |                      |        |                                           |   |                              |   |                              |      
|Balance at July 31, 2010                       |  | 38,782,725        |       | 623,848             |  | $                       | 388 |                              | $ | 306,561                 |  | $                    | (8,854 | )                                         | $ | (201,954                     | ) | $                            | 875   |  | $   | 97,016 |  |        |   |  
|Net loss for the period ended October 31, 2010 |  |                   |      |                     |  |                        |     |                              |  |                         |  |                     |        |                                           |  |                              |   | (1,122                       | )     |  |    |        |  | (1,122 | ) | $ | (1,122 | )
|Vesting of restricted stock                    |  |                   | 3,075 |                     |  |                        |     |                              |  |                         |  |                     |        |                                           |  |                              |   |                             |       |  |    |        |  |       |   |   |       |  
|Stock based compensation charges               |  |                   |      |                     |  |                        |     |                              |  |                         |  | 327                  |        |                                           |  |                              |   |                             |       |  |    |        |  | 327    |   |   |       |  
|Foreign currency translation adjustments       |  |                   |      |                     |  |                        |     |                              |  |                         |  |                     |        |                                           |  |                              |   |                             |       |  | 704 |        |  | 704    |   |   | 704    |  
|                                               |  |                   |       |                     |  |                         |     |                              |   |                         |  |                      |        |                                           |   |                              |   |                              |       |  |     |        |  |        |   |   |        |  
|Comprehensive loss                             |  |                   |       |                     |  |                         |     |                              |   |                         |  |                      |        |                                           |   |                              |   |                              |       |  |     |        |  |        |   | $ | (418   | )
|                                               |  |                   |       |                     |  |                         |     |                              |   |                         |  |                      |        |                                           |   |                              |   |                              |       |  |     |        |  |        |   |   |        |  
|Balance at October 31, 2010                    |  | 38,785,800        |       | 623,848             |  | $                       | 388 |                              | $ | 306,888                 |  | $                    | (8,854 | )                                         | $ | (203,076                     | ) | $                            | 1,579 |  | $   | 96,925 |  |        |   |  
|                                               |  |                   |       |                     |  |                         |     |                              |   |                         |  |                      |        |                                           |   |                              |   |                              |       |  |     |        |  |        |   |  

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

5

---



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

|                                                                             |  |                                 |         |      |   |         |  
|---------------------------------------------------------------------------- |  | ------------------------------- | ------- | ---- | - | ------- | -
|                                                                             |  | Three Months Ended
 October 31, |        
|                                                                             |  | 2010                            |         | 2009 |  
|                                                                             |  |                                 |         |      |  
|Cash flows from
 operating activities:                                       |  |                                 |         |      |   |         |  
|Net loss                                                                     |  | $                               | (1,122  | )    | $ | (1,814  | )
|Adjustments to
 reconcile net loss to net cash used in operating activities: |  |                                 |         |      |   |         |  
|Depreciation and
 amortization of property, plant and equipment              |  |                                 | 710     |      |   | 529     |  
|Amortization of
 intangible assets                                           |  |                                 | 378     |      |   | 414     |  
|Provision for
 uncollectible accounts receivable                             |  |                                 | 1,075   |      |   | 912     |  
|Write off and/or
 reserve taken for obsolete inventory                       |  |                                 | 170     |      |   | 174     |  
|Income tax benefit                                                           |  |                                 | (32     | )    |   | (119    | )
|Share based
 compensation charges                                            |  |                                 | 327     |      |   | 322     |  
|Accrual for 401(k)
 employer match                                           |  |                                 | 161     |      |   |        |  
|Deferred revenue
 recognized                                                 |  |                                 | (38     | )    |   | (113    | )
|Foreign currency
 (gain) loss on intercompany loan                           |  |                                 | (72     | )    |   | 16      |  
|                                                                             |  |                                 |         |      |   |         |  
|Changes in
 operating assets and liabilities:                                |  |                                 |         |      |   |         |  
|Accounts
 receivable                                                         |  |                                 | (2,892  | )    |   | (2,078  | )
|Inventories                                                                  |  |                                 | (567    | )    |   | (487    | )
|Prepaid expenses                                                             |  |                                 | 222     |      |   | (171    | )
|Accounts payable 
 trade                                                    |  |                                 | 559     |      |   | (99     | )
|Accrued
 liabilities                                                         |  |                                 | (605    | )    |   | (141    | )
|Other current
 liabilities                                                   |  |                                 | (20     | )    |   | (193    | )
|Other liabilities                                                            |  |                                 | (35     | )    |   |        |  
|                                                                             |  |                                 |         |      |   |         |  
|Total adjustments                                                            |  |                                 | (659    | )    |   | (1,034  | )
|                                                                             |  |                                 |         |      |   |         |  
|Net cash used in
 operating activities                                       |  |                                 | (1,781  | )    |   | (2,848  | )
|                                                                             |  |                                 |         |      |   |         |  
|                                                                             |  |                                 |         |      |   |         |  
|Cash flows from
 investing activities:                                       |  |                                 |         |      |   |         |  
|Purchases of short
 term investments                                         |  |                                 | (41,612 | )    |   | (70,301 | )
|Maturities of
 short term investments                                        |  |                                 | 43,612  |      |   | 73,299  |  
|Capital
 expenditures                                                        |  |                                 | (242    | )    |   | (1,128  | )
|(Increase)
 decrease in security deposits and other                          |  |                                 | (52     | )    |   | 49      |  
|                                                                             |  |                                 |         |      |   |         |  
|Net cash provided
 by investing activities                                   |  |                                 | 1,706   |      |   | 1,919   |  
|                                                                             |  |                                 |         |      |   |         |  
|                                                                             |  |                                 |         |      |   |         |  
|                                                                             |  |                                 |         |      |   |         |  
|Effect of exchange
 rate changes on cash and cash equivalents                |  |                                 | 68      |      |   | 74      |  
|                                                                             |  |                                 |         |      |   |         |  
|                                                                             |  |                                 |         |      |   |         |  
|Decrease in cash
 and cash equivalents                                       |  |                                 | (7      | )    |   | (855    | )
|Cash and cash
 equivalents - beginning of period                             |  |                                 | 8,759   |      |   | 6,929   |  
|                                                                             |  |                                 |         |      |   |         |  
|Cash and cash
 equivalents - end of period                                   |  | $                               | 8,752   |      | $ | 6,074   |  
|                                                                             |  |                                 |         |      |   |         |  

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

6

---



ENZO BIOCHEM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of October 31, 2010
and for the three months ended 
October 31, 2010 and 2009 
(Unaudited)(in thousands, except share data)

Note 1  Basis of Presentation

The accompanying consolidated financial statements include the accounts
of Enzo Biochem, Inc. and its wholly-owned subsidiaries, Enzo Life Sciences,
Enzo Clinical Labs, Enzo Therapeutics and Enzo Realty LLC, collectively
referred to as the Company or Companies. The consolidated balance sheet as
of October 31, 2010, the consolidated statement of stockholders equity and
comprehensive (loss) income for the three months ended October 31, 2010, the
consolidated statements of cash flows and the consolidated statements of
operations for the three months ended October 31, 2010 and 2009, are unaudited.
In the opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present fairly the financial position and operating
results for the interim periods have been made. Certain information and
footnote disclosure, normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United
States, have been condensed or omitted. The consolidated financial statements
should be read in conjunction with the consolidated financial statements for
the year ended July 31, 2010 and notes thereto contained in the Companys
Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The consolidated balance sheet at July 31, 2010 has been derived from the
audited financial statements at that date. The results of operations for the
three months ended October 31, 2010 are not necessarily indicative of the
results that may be expected for the fiscal year ending July 31, 2011.

Recent Accounting Pronouncements

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

Note 2  Short-term Investments

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

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

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

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

7

---



Note 3  Net loss
per share

Basic net income (loss) per share represents net income (loss) divided
by the weighted average number of common shares outstanding during the period.
The dilutive effect of potential common shares, consisting of outstanding stock
options and unvested restricted stock, is determined using the treasury stock
method. Diluted weighted average shares outstanding for the three months ended
October 31, 2010 and 2009 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 
 October 31, |       
|                                                                                                                                                                                      |  | 2010                             |        | 2009 | 
|                                                                                                                                                                                      |  |                                  |        |      | 
|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 |  |                                  | 66,000 |      |  | 153,000 | 
|                                                                                                                                                                                      |  |                                  |        |      |  |         | 

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

|                                                       |  |                                 |           |      |  |           | 
|------------------------------------------------------ |  | ------------------------------- | --------- | ---- |  | --------- | 
|                                                       |  | Three months ended
 October 31, |          
|                                                       |  | 2010                            |           | 2009 | 
|                                                       |  |                                 |           |      | 
|Out of the money employee and director stock options |  |                                 | 1,075,000 |      |  | 1,181,000 | 
|                                                       |  |                                 |           |      |  |           | 

Note 4  Share-based compensation

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

|                                     |  |                                 |     |      |   |     | 
|------------------------------------ |  | ------------------------------- | --- | ---- | - | --- | 
|                                     |  | Three months ended
 October 31, |    
|                                     |  | 2010                            |     | 2009 |  
|                                     |  |                                 |     |      |  
|Cost of clinical laboratory services |  | $                               | 3   |      | $ | 3   | 
|Research and development             |  |                                 | 3   |      |   | 3   | 
|Selling, general and administrative  |  |                                 | 321 |      |   | 316 | 
|                                     |  |                                 |     |      |   |     | 
|                                     |  | $                               | 327 |      | $ | 322 | 
|                                     |  |                                 |     |      |   |     | 

No excess tax benefits were recognized during the three month periods
ended October 31, 2010 and 2009.

Stock option plans

A summary of the activity relating to the Companys stock option plans
for the three month period ended October 31, 2010 is as follows:

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

As of October 31, 2010, there was no unrecognized compensation cost
related to unvested stock option-based compensation.

8

---



Restricted Stock Awards

A summary of the activity pursuant to the Companys restricted stock
awards for the three months ended October 31, 2010 is as follows:

|                           |  |        |         |                                |   |       | 
|-------------------------- |  | ------ | ------- | ------------------------------ | - | ----- | 
|                           |  | Awards |         | Weighted
 Average
 Award Price |  
|                           |  |        |         |                                |  
|Unvested at August 1, 2010 |  |        | 417,578 |                                | $ | 5.50  | 
|Awarded                    |  |        | 3,000   |                                | $ | 3.96  | 
|Vested                     |  |        | (3,075  | )                              | $ | 10.87 | 
|Forfeited                  |  |        | (13,983 | )                              | $ | 6.52  | 
|                           |  |        |         |                                |   |       | 
|Unvested at end of period  |  |        | 403,520 |                                | $ | 5.41  | 
|                           |  |        |         |                                |   |       | 

The fair value of a restricted stock award is determined based on the
closing stock price on the award date. As of October 31, 2010, there was
approximately $1.3 million of unrecognized compensation cost related to
unvested restricted stock-based compensation to be recognized over a weighted
average remaining period of one year.

The total number of shares available for grant as stock options or
award as restricted stock is approximately 20,700 as of October 31, 2010.

Note 5  Supplemental disclosure for statement of cash flows

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

|                 |  |                                 |    |      |   |   | 
|---------------- |  | ------------------------------- | -- | ---- | - | - | 
|                 |  | Three months ended
 October 31, |   
|                 |  | 2010                            |    | 2009 |  
|                 |  |                                 |    |      |  
|Taxes paid  net |  | $                               | 30 |      | $ | 6 | 
|                 |  |                                 |    |      |   |   | 

Note 6 
Comprehensive loss and Accumulated Other Comprehensive Income

During the three months ended October 31, 2010 and 2009, total
comprehensive loss was approximately $0.4 million and $0.9 million,
respectively. At October 31, 2010 and July 31, 2010, the accumulated other
comprehensive income relates to foreign currency translation adjustments.

Note 7- Inventories

Inventories consist of the following:

|                  |  |                   |       |                |   |       | 
|----------------- |  | ----------------- | ----- | -------------- | - | ----- | 
|                  |  | October 31,
 2010 |       | July 31,
 2010 |  
|                  |  |                   |       |                |  
|Raw materials     |  | $                 | 956   |                | $ | 921   | 
|Work in process   |  |                   | 2,148 |                |   | 2,136 | 
|Finished products |  |                   | 6,263 |                |   | 5,825 | 
|                  |  |                   |       |                |   |       | 
|                  |  | $                 | 9,367 |                | $ | 8,882 | 
|                  |  |                   |       |                |   |       | 

Note 8  Goodwill and intangible assets

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

|                             |  |                     |        |                      |   |       |  |   |        | 
|---------------------------- |  | ------------------- | ------ | -------------------- | - | ----- |  | - | ------ | 
|                             |  | Enzo Life
 Sciences |        | Enzo
 Clinical
 Labs |   | Total | 
|                             |  |                     |        |                      |   |       | 
|Balance August 1, 2010       |  | $                   | 17,491 |                      | $ | 7,452 |  | $ | 24,943 | 
|Foreign currency translation |  |                     | 292    |                      |   |      |  |   | 292    | 
|                             |  |                     |        |                      |   |       |  |   |        | 
|Balance October 31, 2010     |  | $                   | 17,783 |                      | $ | 7,452 |  | $ | 25,235 | 
|                             |  |                     |        |                      |   |       |  |   |        | 

9

---



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

|                                       |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|-------------------------------------- |  | ---------------- | ------ | ------------------------- | - | ------- | - | ----- | ------ | ------------------------- | - | ------ |  | - | ------- | - | - | ------ | 
|                                       |  | October 31, 2010 |        | July 31, 2010             |  
|                                       |  |                  |        |                           |  
|                                       |  | Gross            |        | Accumulated
 Amortization |   | Net     |   | Gross |        | Accumulated
 Amortization |   | Net    | 
|                                       |  |                  |        |                           |   |         |   |       |        |                           |   |        | 
|Finite-lived
 intangible assets:       |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Patents                                |  | $                | 11,027 |                           | $ | (10,184 | ) | $     | 843    |                           | $ | 11,027 |  |   | (10,154 | ) | $ | 873    | 
|Customer
 relationships                |  |                  | 12,278 |                           |   | (2,548  | ) |       | 9,730  |                           |   | 12,099 |  |   | (2,248  | ) |   | 9,851  | 
|Non-compete and
 employment agreements |  |                  | 491    |                           |   | (432    | ) |       | 59     |                           |   | 478    |  |   | (396    | ) |   | 82     | 
|Website and
 acquired content          |  |                  | 1,020  |                           |   | (584    | ) |       | 436    |                           |   | 1,009  |  |   | (489    | ) |   | 520    | 
|Licensed
 technology and other         |  |                  | 639    |                           |   | (271    | ) |       | 368    |                           |   | 628    |  |   | (285    | ) |   | 343    | 
|Indefinitely-lived
 intangible assets: |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Trademarks                             |  |                  | 8,844  |                           |   |        |   |       | 8,844  |                           |   | 8,699  |  |   |        |   |   | 8,699  | 
|                                       |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 
|Total                                  |  | $                | 34,299 |                           | $ | (14,019 | ) | $     | 20,280 |                           | $ | 33,940 |  | $ | (13,572 | ) | $ | 20,368 | 
|                                       |  |                  |        |                           |   |         |   |       |        |                           |   |        |  |   |         |   |   |        | 

At October 31, 2010, the weighted average useful life of finite-lived
intangible assets was approximately nine years.

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

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

Note 9  Accrued
Liabilities and Other Current Liabilities

|                                                                              |  |                   |       |                |   |       | 
|----------------------------------------------------------------------------- |  | ----------------- | ----- | -------------- | - | ----- | 
|At October 31,
 2010 and July 31, 2010, accrued liabilities consist of:       |  |                   |       |                |   |       | 
|                                                                             
|                                                                              |  | October 31,
 2010 |       | July 31,
 2010 |  
|                                                                              |  |                   |       |                |  
|Legal                                                                         |  | $                 | 753   |                | $ | 877   | 
|Payroll, benefits, and commissions                                            |  |                   | 3,670 |                |   | 4,012 | 
|Research and development                                                      |  |                   | 709   |                |   | 716   | 
|Professional fees                                                             |  |                   | 917   |                |   | 963   | 
|Outside reference lab testing                                                 |  |                   | 189   |                |   | 194   | 
|Other                                                                         |  |                   | 1,803 |                |   | 1,747 | 
|                                                                              |  |                   |       |                |   |       | 
|                                                                              |  | $                 | 8,041 |                | $ | 8,509 | 
|                                                                              |  |                   |       |                |   |       | 
|                                                                              |  |                   |       |                |   |       | 
|At October 31,
 2010 and July 31, 2010, other current liabilities consist of: |  |                   |       |                |   |       | 
|                                                                              |  |                   |       |                |   |       | 
|                                                                              |  | October 31,
 2010 |       | July 31,
 2010 |  
|                                                                              |  |                   |       |                |  
|Deferred revenue                                                              |  |                   | 458   |                |   | 496   | 
|Other                                                                         |  |                   | 57    |                |   | 76    | 
|                                                                              |  |                   |       |                |   |       | 
|                                                                              |  | $                 | 515   |                | $ | 572   | 
|                                                                              |  |                   |       |                |   |       | 

10

---



Note 10 - Income taxes

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

The Companys effective tax rate for the three
    months ended October 31, 2010 was 5.8% compared to a benefit of 4.2% during
    the three months ended October 31, 2009. The tax (provision) and benefit
    for the periods were based on state and local taxes, domestic and foreign
    tax for tax deductible goodwill and indefinite lived intangibles, and book
    to tax differences for inventory.

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

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

The Companys policy is to
recognize interest and penalties accrued on any uncertain tax positions as a
component of income tax expense. As of October 31, 2010, there is no liability
related to unrecognized tax benefits.

Note 11  Royalty and licensing income

The Company has a license agreement with QIAGEN Gaithersburg Inc.
(Qiagen) that began in 2005, whereby the Company earns quarterly running
royalties on the net sales of Qiagen products subject to the license until the
expiration of the patent on April 24, 2018. During the three months ended
October 31, 2010 and 2009, the Company recorded royalty income under the
Agreement of approximately $2.5 million and $2.6 million, respectively, which
is included in the Life Sciences segment.

In April 2007 Enzo
Life Sciences, Inc. (Life Sciences) and Abbott Molecular Inc. (Abbott)
entered into an agreement, which is still in effect, covering the supply of
certain of Enzo Life Sciences products to Abbott for use in their product line.
The parties also entered into a limited non-exclusive royalty bearing
cross-licensing agreement (Licensing Agreement) for various patents.
The Licensing Agreement requires each party to pay royalties, as defined through
the lives of related non-expired patents. In connection with a component of the
License Agreement, Abbott paid a one-time fee of $1.5 million relating to a
fully paid-up license and sublicense, as defined. The one-time fee was
recognized as revenue through August 31, 2010 representing the longest expected
patent life of the related patents. During
the three months ended October 31, 2010 and 2009, the Company recorded
approximately $0.5 million and $0.7 million, respectively, in royalties and
license fee income under the Licensing Agreement. Abbott has notified Enzo that
they have made a final royalty payment because they are unaware of any
non-expired patents. Enzo is presently reviewing its patent portfolio and
Abbotts position. The Licensing Agreement between the parties remains in full
force and effect and Enzo continues its commercialization efforts under the
contract terms.

Note 12  Segment reporting

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

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

11

---



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

Three months ended October 31, 2010

|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | ------------ | - | ----- | ---- | ------------ | - | ------ | - | - | ------ | -
|                                                 |  | Life
 Sciences |        | Clinical
 Labs |   | Therapeutics |   | Other |      | Consolidated |  
|                                                 |  |                |        |                |   |              |   |       |      |              |  
|Revenues:                                        |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Product revenues                                 |  | $              | 10,184 |                |   |             |   |       |     |              |   |       |   | $ | 10,184 |  
|Royalty and
 license fee income                  |  |                | 3,078  |                |   |             |   |       |     |              |   |       |   |   | 3,078  |  
|Clinical
 laboratory services                    |  |                |       |                | $ | 12,390       |   |       |     |              |   |       |   |   | 12,390 |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                | 13,262 |                |   | 12,390       |   |       |     |              |   |        |   |   | 25,652 |  
|Operating expenses:                              |  |                |        |                |   |              |   |       |      |              |   |       |   |   |        |  
|Cost of product
 revenues                        |  |                | 4,606  |                |   |             |   |       |     |              |   |       |   |   | 4,606  |  
|Cost of clinical
 laboratory services            |  |                |       |                |   | 7,573        |   |       |     |              |   |       |   |   | 7,573  |  
|Research and
 development                        |  |                | 1,265  |                |   |             |   | $     | 492  |              |   |       |   |   | 1,757  |  
|Selling, general
 and administrative             |  |                | 4,248  |                |   | 4,519        |   |       |     |              | $ | 2,265  |   |   | 11,032 |  
|Provision for
 uncollectible accounts receivable |  |                |        |                |   | 1,075        |   |       |     |              |   |       |   |   | 1,075  |  
|Legal                                            |  |                | 99     |                |   | 90           |   |       |     |              |   | 507    |   |   | 696    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Total operating
 expenses                        |  |                | 10,218 |                |   | 13,257       |   |       | 492  |              |   | 2,772  |   |   | 26,739 |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Operating income
 (loss)                         |  |                | 3,044  |                |   | (867         | ) |       | (492 | )            |   | (2,772 | ) |   | (1,087 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Other income
 (expense)                          |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Interest                                         |  |                |       |                |   |             |   |       |     |              |   | 5      |   |   | 5      |  
|Other                                            |  |                | 3      |                |   | 3            |   |       |     |              |   | 8      |   |   | 14     |  
|Foreign exchange
 gain                           |  |                | 8      |                |   |             |   |       |     |              |   |       |   |   | 8      |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Income (loss)
 before income taxes               |  | $              | 3,055  |                | $ | (864         | ) | $     | (492 | )            | $ | (2,759 | ) | $ | (1,060 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Depreciation and
 amortization included above    |  | $              | 795    |                | $ | 249          |   | $     | 12   |              | $ | 32     |   | $ | 1,088  |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Share-based
 compensation included in above:     |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Cost of clinical laboratory services             |  |                |       |                | $ | 3            |   |       |     |              |   |       |   | $ | 3      |  
|Research and development                         |  | $              | 3      |                |   |             |   |       |     |              |   |       |   |   | 3      |  
|Selling, general and administrative              |  |                | 26     |                |   | 15           |   |       |     |              | $ | 280    |   |   | 321    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Total                                            |  | $              | 29     |                | $ | 18           |   |       |     |              | $ | 280    |   | $ | 327    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Capital
 expenditures                            |  | $              | 113    |                | $ | 129          |   |       |     |              | $ |       |   | $ | 242    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  

12

---



Three
months ended October 31, 2009

|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|------------------------------------------------ |  | -------------- | ------ | -------------- | - | ------------ | - | ----- | ---- | ------------ | - | ------ | - | - | ------ | -
|                                                 |  | Life
 Sciences |        | Clinical
 Labs |   | Therapeutics |   | Other |      | Consolidated |  
|                                                 |  |                |        |                |   |              |   |       |      |              |  
|Revenues:                                        |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Product revenues                                 |  | $              | 10,744 |                |   |             |   |       |     |              |   |       |   | $ | 10,744 |  
|Royalty and license fee income                   |  |                | 3,311  |                |   |             |   |       |     |              |   |       |   |   | 3,311  |  
|Clinical laboratory services                     |  |                |       |                | $ | 11,110       |   |       |     |              |   |       |   |   | 11,110 |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                | 14,055 |                |   | 11,110       |   |       |     |              |   |       |   |   | 25,165 |  
|Operating expenses:                              |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Cost of product revenues                         |  |                | 5,055  |                |   |             |   |       |     |              |   |       |   |   | 5,055  |  
|Cost of clinical laboratory services             |  |                |       |                |   | 6,781        |   |       |     |              |   |       |   |   | 6,781  |  
|Research and development                         |  |                | 1,777  |                |   |             |   | $     | 667  |              |   |       |   |   | 2,444  |  
|Selling, general, and administrative             |  |                | 5,147  |                |   | 4,180        |   |       |     |              | $ | 2,253  |   |   | 11,580 |  
|Provision for uncollectible accounts
 receivable |  |                |       |                |   | 912          |   |       |     |              |   |       |   |   | 912    |  
|Legal                                            |  |                | 25     |                |   | 71           |   |       |     |              |   | 160    |   |   | 256    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Total operating expenses                         |  |                | 12,004 |                |   | 11,944       |   |       | 667  |              |   | 2,413  |   |   | 27,028 |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Operating income (loss)                          |  |                | 2,051  |                |   | (834         | ) |       | (667 | )            |   | (2,413 | ) |   | (1,863 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Other income (expense):                          |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Interest                                         |  |                |       |                |   |             |   |       |     |              |   | 9      |   |   | 9      |  
|Other                                            |  |                | 3      |                |   | 16           |   |       |     |              |   |       |   |   | 19     |  
|Foreign exchange loss                            |  |                | (58    | )              |   |             |   |       |     |              |   |       |   |   | (58    | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Income (loss) before income taxes                |  | $              | 1,996  |                | $ | (818         | ) | $     | (667 | )            | $ | (2,404 | ) | $ | (1,893 | )
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Depreciation and amortization included
 above    |  | $              | 666    |                | $ | 235          |   | $     | 13   |              | $ | 29     |   | $ | 943    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Share-based compensation included in above:      |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Cost of product revenues                         |  |                |       |                | $ | 3            |   |       |     |              |   |       |   | $ | 3      |  
|Research and development                         |  | $              | 3      |                |   |             |   |       |     |              |   |       |   |   | 3      |  
|Selling, general and administrative              |  |                | 32     |                |   | 24           |   |       |     |              | $ | 260    |   |   | 316    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Total                                            |  | $              | 35     |                | $ | 27           |   |       |     |              | $ | 260    |   | $ | 322    |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  
|Capital expenditures                             |  | $              | 455    |                | $ | 622          |   |       |     |              | $ | 51     |   | $ | 1,128  |  
|                                                 |  |                |        |                |   |              |   |       |      |              |   |        |   |   |        |  

13

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Note 13 - Contingencies

On or about
September 22, 2010, Mayflower Partners, L.P. f/k/a Biomol International, L.P.
(Mayflower) filed an action against Enzo Biochem, Inc. and Enzo Life
Sciences, Inc. (together Enzo) in the United States District Court for the
Southern District of New York, alleging breach of the stock and asset purchase
agreement dated as of May 8, 2008 between Enzo and Mayflower (the Agreement).
Pursuant to the Agreement, the Company acquired the assets of Mayflower, and
agreed, among other things, to make certain contingent earn-out payments to
Mayflower, accounted for as additional purchase price consideration, if certain
performance thresholds were met for each of the two annual periods following
the closing. Mayflower alleges that Enzo breached the Agreement by allegedly
failing to operate the acquired business in good faith during the second
earn-out period and engaging in conduct the primary purpose of which was to
avoid making a second earn-out period payment under the Agreement. In addition,
Mayflower claims that Enzo breached the Agreement by allegedly failing to
provide the documentation appropriate to support the calculation of defined
financial criteria for the second earn-out period as required under the
Agreement.

As part of the litigation, Mayflower moved by Order to Show cause to
enjoin the accounting procedure specified under the Agreement. Mayflowers
motion was heard by a U.S. District Court Judge on September 27, 2010, who
directed that the parties first go forward with the accounting procedure, as
provided under the Agreement, before moving further with the litigation. As
provided under the Agreement, Mayflowers maximum recovery in the event that it
is successful on either the accounting or in litigation is settlement of the
$2.5 million contingent earn-out in either Enzo common stock or cash, as set
forth in the Agreement, plus attorneys fees. Enzo denies that it is in breach of
the Agreement and will vigorously defend the suit.

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

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

Forward-Looking Statements

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

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

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

14

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Overview

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

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

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

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

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

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

15

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Results of
Operations
Three months ended October 31, 2010 as compared to October 31, 2009

Comparative Financial Data for the Three Months Ended October 31,

|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|------------------------------------------------ |  | ---- | ------ | ---- | - | -------------------- | - | -------- | ----- | - |  | --- | --
|                                                 |  | 2010 |        | 2009 |   | Increase
 (Decrease) |   | % Change |      
|                                                 |  |      |        |      |   |                      |   |          |      
|Revenues:                                        |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Product revenues                                 |  | $    | 10,184 |      | $ | 10,744               |   | $        | (560  | ) |  | (5  | )%
|Royalty and license fee income                   |  |      | 3,078  |      |   | 3,311                |   |          | (233  | ) |  | (7  | ) 
|Clinical laboratory services                     |  |      | 12,390 |      |   | 11,110               |   |          | 1,280 |   |  | 12  |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Total revenues                                   |  |      | 25,652 |      |   | 25,165               |   |          | 487   |   |  | 2   |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Operating expenses:                              |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Cost of product revenues                         |  |      | 4,606  |      |   | 5,055                |   |          | (449  | ) |  | (9  | ) 
|Cost of clinical laboratory services             |  |      | 7,573  |      |   | 6,781                |   |          | 792   |   |  | 12  |   
|Research and development                         |  |      | 1,757  |      |   | 2,444                |   |          | (687  | ) |  | (28 | ) 
|Selling, general, and administrative             |  |      | 11,032 |      |   | 11,580               |   |          | (548  | ) |  | (5  | ) 
|Provision for uncollectible accounts
 receivable |  |      | 1,075  |      |   | 912                  |   |          | 163   |   |  | 18  |   
|Legal                                            |  |      | 696    |      |   | 256                  |   |          | 440   |   |  | 172 |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Total operating expenses                         |  |      | 26,739 |      |   | 27,028               |   |          | (289  | ) |  | (1  | ) 
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Operating loss                                   |  |      | (1,087 | )    |   | (1,863               | ) |          | 776   |   |  | 42  |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Other income (expense):                          |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Interest income                                  |  |      | 5      |      |   | 9                    |   |          | (4    | ) |  | (44 | ) 
|Other income                                     |  |      | 14     |      |   | 19                   |   |          | (5    | ) |  | (26 | ) 
|Foreign currency gain (loss)                     |  |      | 8      |      |   | (58                  | ) |          | 66    |   |  | 114 |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   
|Loss before income taxes                         |  | $    | (1,060 | )    | $ | (1,893               | ) | $        | 833   |   |  | 44  |   
|                                                 |  |      |        |      |   |                      |   |          |       |   |  |     |   

Consolidated Results:

The 2011 period and the 2010 period refer to the three months ended
October 31, 2010 and 2009, respectively.

Product revenues decreased by $0.6 million or 5% in the 2011 period to
$10.2 million as compared to the 2010 period due to the loss of
$0.5 million in low margin third-party distributed business and
the effect of foreign exchange of $0.1 million.

Royalty and license fee income during the 2011 period was $3.1 million
compared to $3.3 million in the 2010 period, a decrease of $0.2 million or 7%.
Royalties are primarily earned from the reported net sales of Qiagen products
subject to a license agreement and from a license agreement with Abbott. During
the 2011 period, the Company recognized royalties of approximately $2.5 million
from Qiagen, a decrease of $0.1 million as compared to the 2010 period and
royalties and license fees from Abbott of approximately $0.5 million, a
decrease of $0.2 million in the 2011 period offset by an increase in other
royalties of $0.1 million. There are no direct expenses relating to royalty and
license fee income.

Clinical laboratory revenues during the 2011 period were $12.4 million
compared to $11.1 million in the 2010 period. The 2011 periods increase over
the 2010 period was $1.3 million or 12%. During the 2011 period, revenue
increased due to organic growth of 7% and an increase of 5% in revenue related
to a new payer contract with Empire Blue Cross of New York, effective August 1,
2010.

The cost of product revenues during the 2011 period
    was $4.6 million compared to $5.0 million in the 2010 period, a decrease
    of $0.4 million or 9%. The decrease is primarily due to $0.3 million attributed
to lower product sales volume and $0.1 million in product mix.

The cost of clinical laboratory services during the 2011 period was $7.6
million as compared to $6.8 million in the 2010 period, an increase of $0.8
million or 12%. The Company incurred increased costs due to higher reagent
costs and supplies of $0.5 million, attributed to increased service volume and
higher laboratory personnel and related costs of $0.4 million offset by a
decrease in outside reference lab costs of $0.1 million.

16

---



Laboratory personnel and related costs increased primarily
    due to additional headcounts in phlebotomists to expand patient collection
    sites and an increase in new senior management during the second half of
    fiscal year 2010  offset by the realignment of personnel in July 2010
    and other personnel related costs.

Research and development expenses were approximately
    $1.7 million during the 2011 period, compared to $2.4 million in the 2010
    period, a decrease of $0.7 million or 28%. The decrease was attributed to
    lower costs of $0.5 million at Enzo Life Sciences primarily due to the realignment
    of the research and development workforce that occurred in July 2010 and
    reduced activities at one location and the $0.2 million decline in clinical
trial and related activities and payroll costs at the Therapeutics segment.

Selling, general and administrative expenses were approximately $11.0
million during the 2011 period as compared to $11.5 million in the 2010 period,
a decrease of $0.5 million or 5%. The decrease was primarily due to the
decrease at the Enzo Life Sciences segment of $0.9 million in the 2011 period
which included declines of approximately $0.6 million of marketing costs due to
the lower planned and refocused spending and $0.2 million in general and
administrative and personnel related costs, also part of the 2011 plan to
reduce and refocus spending. Offsetting
these decreases was an increase at the Clinical Labs segment of $0.3 million
primarily due to increased payroll and related benefits, principally health
insurance costs.

The provision for uncollectible accounts receivable, primarily relating
to the Clinical Labs segment was $1.1 million for the 2011 period as compared
to $0.9 million in the 2010 period, an increase of $0.2 million. As a percentage
of revenues the provision for uncollectible accounts increased to 8.7% in the
2011 period as compared to 8.2% in the 2010 period. The increase is attributed
the additional provision required due to change in payer mix.

Legal expense was $0.7 million during the 2011 period compared to $0.3
million in the 2010 period. After
giving effect to the non-recurring reimbursement in the 2010 period of $0.5
million in legal costs under our insurance policy, and to reductions in fees in
the 2011 period due to negotiated fee settlements and other adjustments of $0.1
million, legal expense in effect was unchanged in the 2011 period.

During the 2010
period, the loss on foreign currency transactions was $0.1 million primarily
due to a non-cash loss on the intercompany term loan denominated in British
pounds sterling.

The Companys effective income tax provision
    rate for the 2011 period was 5.8% compared to a benefit rate of 4.2% during
    the 2010 period. The tax (provision) benefit for the 2011 and 2010 periods
    were based on state and local taxes, domestic and foreign tax for tax deductible
    goodwill and indefinite lived intangibles, and book to tax differences for
    inventory 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 $3.1 million for the 2011 period as compared to $2.0 million for the
    2010 period. Product revenues decreased by $0.6 million in the 2011 period
    due to a $0.5 million decrease in low margin third party distributed business
    and the effect of foreign exchange of $0.1 million.  Royalty and license
    fee income decreased by $0.2 million in the 2011 period. The segments
    gross profit of $8.7 million decreased by $0.3 million in the 2011 period.
    Gross profit margins increased to 65% from 64% primarily due to reduction
    of lower margin revenue in the 2011 period. The segments other operating
    expenses, including selling, general and administrative, legal and research
    and development, decreased by approximately $1.3 million during the 2011
    period primarily due to the lower marketing and selling expenses of $0.6
    million attributed to the refocus and timing of spending, lower general and
    administrative expenses of $0.2 million, and reduced research and development
    expenses of $0.5 million principally due to the realignment of research and
    development workforce and activities that occurred in July 2010. Such decreases
were offset by higher legal expenses of $0.1 million.

The Clinical Labs segments loss before taxes
    was $0.9 million for the 2011 period as compared to a loss of $0.8 million
    in the 2010 period. The revenue from laboratory services increased in the
    2011 period by $1.3 million due to increased service volume due to organic
    growth and the increase in volume due to the new payer contract with Empire
    Blue Cross Blue Shield effective August 2010. The 2011 period gross profit
    of $4.8 million increased $0.5 million over the 2010 period due to service
    volume increases, offset by increased personnel related costs and other costs
    to perform increased testing. For the 2011 period gross profit margins were
    comparable to the 2010 period. In the 2011 period, selling, general and administrative
    expense increased by approximately $0.3 million primarily due to increases
    in payroll and payroll related costs attributed to increases in employee
    benefits. The provision for uncollectible accounts receivables increased
    by $0.2 million as compared to the 2010 period due the change in payer mix.

17

---



The Therapeutics segments loss before income taxes was approximately
$0.5 million for the 2011 period as compared to a loss of $0.7 million for the
2010 period. The decrease in the segment loss of $0.2 million was primarily due
to decreases in clinical trial activities of $0.1 million due to timing of such
expenses being incurred and a $0.1 million decrease in payroll related
expenses.

The Other segments
loss before taxes for the 2011 period was approximately $2.8 million as
compared to $2.4 million in the 2010 period, an increase of $0.4 million. Legal
expenses increased by $0.4 million, although after giving effect to the
non-recurring reimbursement in the 2010 period of $0.5 million in legal costs
under our insurance policy, and to reductions in fees in the 2011 period due
    to negotiated fee settlements and other adjustments of $0.1 million, legal
    expense in effect was unchanged in the 2011 period.
Consulting fees decreased by $0.3 million partially resulting from the
planned expense reductions, offset by increases in payroll related costs
including health insurance benefits of $0.3 million. Interest income, arising
    from short-term investments in U.S. Treasury bills was minimal in the 2011
and 2010 periods.

Liquidity and Capital Resources

At October 31, 2010, the Company had cash and cash
    equivalents of $8.8 million and short-term investments of $22.8 million,
    or $31.6 million in aggregate as compared to $33.6 million at July 31, 2010.
    Short term investments are in US Government Treasury bills. The Company had
    working capital of $42.1 million at October 31, 2010 compared to $42.2 million
    at July 31, 2010. The decrease in working capital of $0.1 million was primarily
    the result of funding capital expenditures and the period net loss during
    the 2011 period offset by changes in net operating assets and
liabilities.

Net cash used in operating activities for the three months ended
October 31, 2010 was approximately $1.8 million as compared to $2.8 million for
the three months ended October 31, 2010. The decrease in net cash used in
operating activities in the 2011 period over the 2010 period of approximately
$1.0 million was primarily attributed to the decrease in the net loss of $0.7
million, and an increase in non-cash adjustments in the 2011 period over the
2010 period of $0.5 million offset by changes in operating assets and
liabilities of $0.2 million from the 2010 to 2011 period, primarily relating to
accounts receivable, inventory, accounts payable and accrued liabilities.

Net cash provided by investing activities was approximately $1.7
million compared to $1.9 million in the year ago period, a decrease of $0.2
million. The decrease is primarily due
the net maturities of short term investments in US Government instruments of
$2.0 million in the 2011 period as compared to $3.0 million in the 2010 period
offset by to capital expenditures of $0.2 million in 2011 period as compared to
$1.1 million in the 2010 period.

Biomol International L.P.

On or about September 22, 2010, Mayflower Partners, L.P. f/k/a Biomol
International, L.P. (Mayflower) filed an action against Enzo Biochem, Inc.
and Enzo Life Sciences, Inc. (together Enzo) in the United States District
Court for the Southern District of New York, alleging breach of the stock and
asset purchase agreement dated as of May 8, 2008 between Enzo and Mayflower (the
Agreement). Pursuant to the Agreement, the Company acquired the assets of
Mayflower, and agreed, among other things, to make certain contingent earn-out
payments to Mayflower, accounted for as additional purchase price
consideration, if certain performance thresholds were met for each of the two
annual periods following the closing. Mayflower alleges that Enzo breached the
Agreement by allegedly failing to operate the acquired business in good faith
during the second earn-out period and engaging in conduct the primary purpose
of which was to avoid making a second earn-out period payment under the
Agreement. In addition, Mayflower claims that Enzo breached the Agreement by
allegedly failing to provide the documentation appropriate to support the
calculation of defined financial criteria for the second earn-out period as
required under the Agreement.

As part of the litigation, Mayflower moved by Order to Show cause to
enjoin the accounting procedure specified under the Agreement. Mayflowers
motion was heard by a U.S. District Court Judge on September 27, 2010, who
directed that the parties first go forward with the accounting procedure, as
provided under the Agreement before moving further with the litigation. As
provided under the Agreement, Mayflowers maximum recovery in the event that it
is successful on either the accounting or in litigation is settlement of the
$2.5 million contingent earn-out in either Enzo common stock or cash, as set
forth in the Agreement, plus attorneys fees. Enzo denies that it is in breach of
the Agreement and will vigorously defend the suit.

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

Contractual Obligations

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

18

---



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.

Product revenues

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

Royalties

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

License fees and multiple element
arrangements

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

Revenues
 Clinical laboratory services

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

The following are tables of the Clinical Labs segments net revenues
and percentages by revenue category for the three months ended October 31, 2010
and 2009:

|                  |  |                                      |        |                                      |  |     |   |   |        |  |  |     |  
|----------------- |  | ------------------------------------ | ------ | ------------------------------------ |  | --- | - | - | ------ |  |  | --- | -
|                  |  | Three months ended
 October 31, 2010 |        | Three months ended
 October 31, 2009 | 
|                  |  |                                      |        |                                      | 
|Revenue category  |  |                                      |        |                                      |  |     |   |   |        |  |  |     |  
|Medicare          |  | $                                    | 2,779  |                                      |  | 22  | % | $ | 2,852  |  |  | 26  | %
|Third-party payer |  |                                      | 5,623  |                                      |  | 45  |   |   | 4,867  |  |  | 44  |  
|Patient self-pay  |  |                                      | 2,689  |                                      |  | 22  |   |   | 2,149  |  |  | 19  |  
|HMOs             |  |                                      | 1,299  |                                      |  | 11  |   |   | 1,242  |  |  | 11  |  
|                  |  |                                      |        |                                      |  |     |   |   |        |  |  |     |  
|Total             |  | $                                    | 12,390 |                                      |  | 100 | % | $ | 11,110 |  |  | 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 23% and 26% of the Clinical Labs net revenues
for the three months ended October 31, 2010 and 2009, respectively.

19

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Contractual Adjustment

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

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

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

During the three months ended October 31, 2010 and 2009, the
contractual adjustment percentages, determined using current and historical
reimbursement statistics, were 83.7% and 82.5%, respectively, of gross
billings. The Company believes the
negative impact on revenues from the decline in reimbursement rates or the
shift to managed care, other primary third party payers, or similar
arrangements may be offset by the positive impact of the number of tests we
perform. However, there can be no assurance that we can increase the number of
tests we perform or that if we do increase the number of tests we perform, that
we can maintain that higher number of tests performed, or that an increase in
the number of tests we perform would result in increased revenue.

The Company estimates (by using a sensitivity analysis) that each 1%
point change in the contractual adjustment percentage could result in a change
in clinical laboratory services revenues of approximately $595,000 and $636,000
for the three months ended October 31, 2010 and 2009, respectively, and a
change in the net accounts receivable of approximately $373,000 as of October
31, 2010.

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

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

Accounts Receivable and Allowance for
Doubtful Accounts

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

The following is a table of the Companys net accounts receivable by
segment. The Clinical Labs segments net receivables are detailed by billing
category and as a percent to its total net receivables. At October 31, 2010 and
July 31, 2010, approximately 44% and 45%, respectively, of the Companys net
accounts receivable relates to its Clinical Labs business, which operates in
the New York, New Jersey, and Eastern Pennsylvania medical communities.

20

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The Life Sciences segments accounts receivable, of which $2.3 million
or 28% and $2.0 million or 28% represents foreign receivables as of October 31,
2010 and July 31, 2010 respectively, includes royalty receivables of $3.0
million and $3.2 million, as of October 31, 2010 and July 31, 2010,
respectively, of which approximately $2.5 million and $2.6 million,
respectively is from Qiagen Corporation (Note 11).

Net accounts receivable

|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|------------------------- |  | ---------------------- | ------ | -------------------- |  | --- | - | - | ------ |  |  | --- | -
|Billing category          |  | As of
October 31, 2010 |        | As of 
July 31, 2010 | 
|                          |  |                        |        |                      | 
|Clinical Labs             |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Medicare                  |  | $                      | 972    |                      |  | 15  | % | $ | 849    |  |  | 14  | %
|Third party payers        |  |                        | 2,665  |                      |  | 40  |   |   | 2,664  |  |  | 46  |  
|Patient self-pay          |  |                        | 2,619  |                      |  | 40  |   |   | 2,024  |  |  | 35  |  
|HMOs                     |  |                        | 334    |                      |  | 5   |   |   | 296    |  |  | 5   |  
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Total Clinical
Labs       |  |                        | 6,590  |                      |  | 100 | % |   | 5,833  |  |  | 100 | %
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Total Life
Sciences       |  |                        | 8,293  |                      |  |     |   |   | 7,173  |  |  |     |  
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  
|Total accounts
receivable |  | $                      | 14,883 |                      |  |     |   | $ | 13,006 |  |  |     |  
|                          |  |                        |        |                      |  |     |   |   |        |  |  |     |  

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

|                                |  |                                     |       |                                   |   |        |  
|------------------------------- |  | ----------------------------------- | ----- | --------------------------------- | - | ------ | -
|                                |  | Three months
ended
October 31,
2010 |       | Twelve months
ended
July 31,
2010 |  
|                                |  |                                     |       |                                   |  
|Beginning balance               |  | $                                   | 2,839 |                                   | $ | 4,786  |  
|Provision for doubtful accounts |  |                                     | 1,075 |                                   |   | 3,480  |  
|Write-offs, net                 |  |                                     | (885  | )                                 |   | (5,427 | )
|                                |  |                                     |       |                                   |   |        |  
|Ending balance                  |  | $                                   | 3,029 |                                   | $ | 2,839  |  
|                                |  |                                     |       |                                   |   |        |  

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

The allowance for doubtful accounts includes the balances, after
receipt of the approved settlements from third party payers for the
insufficient diagnosis information received from the ordering physician, which
result in denials of payment and the uncollectible portion of receivables from
self payers, including deductibles and copayments, which are subject to credit
risk and patients ability to pay. During the three months ended October 31,
2010 and 2009, 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.

21

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

|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |       |  |  |     |   |   |       |  |  |     |  
|----------------------- |  | ------------ | ------ | - |  | --------------- | - | - | ----- | ------------------------- |  | --- | - | --------------- | ------ | - |  | ---------- | - | - | ----- |  |  | --- | - | - | ----- |  |  | --- | -
|As of October
31, 2010  |  | Total
Amount |        | % |  | Medicare
Amount |   | % |       | Third
Party
Payers
Amount |  | %   |   | Self-pay
Amount |        | % |  | HMO
Amount |   | % |      
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |      
|1-30 days               |  | $            | 23,198 |   |  | 65              | % | $ | 3,116 |                           |  | 58  | % | $               | 10,756 |   |  | 60         | % | $ | 5,357 |  |  | 61  | % | $ | 3,969 |  |  | 99  | %
|31-60
days              |  |              | 4,452  |   |  | 12              | % |   | 457   |                           |  | 9   | % |                 | 2,694  |   |  | 15         | % |   | 1,281 |  |  | 15  | % |   | 20    |  |  | 1   | %
|61-90
days              |  |              | 3,417  |   |  | 10              | % |   | 330   |                           |  | 6   | % |                 | 1,891  |   |  | 11         | % |   | 1,191 |  |  | 14  | % |   | 5     |  |  |    | %
|91-120
days             |  |              | 2,143  |   |  | 6               | % |   | 180   |                           |  | 3   | % |                 | 1,139  |   |  | 6          | % |   | 821   |  |  | 9   | % |   | 3     |  |  |    | %
|121-150
days            |  |              | 899    |   |  | 2               | % |   | 309   |                           |  | 6   | % |                 | 590    |   |  | 3          | % |   |      |  |  |    | % |   |      |  |  |    | %
|Greater
than 150 days*  |  |              | 1,834  |   |  | 5               | % |   | 961   |                           |  | 18  | % |                 | 786    |   |  | 5          | % |   | 85    |  |  | 1   | % |   | 2     |  |  |    | %
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |       |  |  |     |   |   |       |  |  |     |  
|Totals                  |  | $            | 35,943 |   |  | 100             | % | $ | 5,353 |                           |  | 100 | % | $               | 17,856 |   |  | 100        | % | $ | 8,735 |  |  | 100 | % | $ | 3,999 |  |  | 100 | %
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |       |  |  |     |   |   |       |  |  |     |  
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |       |  |  |     |   |   |       |  |  |     |  
|As of July 31, 2010     |  | Total
Amount |        | % |  | Medicare
Amount |   | % |       | Third
Party
Payers
Amount |  | %   |   | Self-pay
Amount |        | % |  | HMO
Amount |   | % |      
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |      
|1-30 days               |  | $            | 21,678 |   |  | 66              | % | $ | 2,886 |                           |  | 57  | % | $               | 10,846 |   |  | 64         | % | $ | 4,242 |  |  | 59  | % | $ | 3,704 |  |  | 99  | %
|31-60
days              |  |              | 4,256  |   |  | 13              | % |   | 439   |                           |  | 9   | % |                 | 2,458  |   |  | 15         | % |   | 1,344 |  |  | 18  | % |   | 15    |  |  | 1   | %
|61-90
days              |  |              | 2,565  |   |  | 8               | % |   | 281   |                           |  | 6   | % |                 | 1,337  |   |  | 8          | % |   | 935   |  |  | 13  | % |   | 12    |  |  |    | %
|91-120
days             |  |              | 1,771  |   |  | 5               | % |   | 248   |                           |  | 5   | % |                 | 850    |   |  | 5          | % |   | 671   |  |  | 9   | % |   | 2     |  |  |    | %
|121-150
days            |  |              | 936    |   |  | 3               | % |   | 236   |                           |  | 4   | % |                 | 696    |   |  | 4          | % |   | 2     |  |  |    | % |   | 2     |  |  |    | %
|Greater
than 150 days** |  |              | 1,733  |   |  | 5               | % |   | 967   |                           |  | 19  | % |                 | 711    |   |  | 4          | % |   | 52    |  |  | 1   | % |   | 3     |  |  |    | %
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |       |  |  |     |   |   |       |  |  |     |  
|Totals                  |  | $            | 32,939 |   |  | 100             | % | $ | 5,057 |                           |  | 100 | % | $               | 16,898 |   |  | 100        | % | $ | 7,246 |  |  | 100 | % | $ | 3,738 |  |  | 100 | %
|                        |  |              |        |   |  |                 |   |   |       |                           |  |     |   |                 |        |   |  |            |   |   |       |  |  |     |   |   |       |  |  |     |  

|   |                                                                         
|-- | ------------------------------------------------------------------------
|*  | Total includes
$780 fully reserved over 210 days as of October 31, 2010.
|   |                                                                         
|** | Total includes
$805 fully reserved over 210 days as of July 31, 2010.   

Income Taxes

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

Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under the liability
method, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date. The Company adopted the
accounting standard related to unrecognized tax benefits on August 1, 2007. The
cumulative effect of adopting the standard did not have a material impact on
the Companys financial position or results of operations.

Inventory

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

Goodwill and Indefinite-Lived Intangibles

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

22

---



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

Intangible Assets

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

Accrual for Self-funded Medical

Accruals for self-funded medical insurance are determined based on a
number of assumptions and factors, including historical payment trends, claims
history and current estimates. These estimated liabilities are not discounted.
If actual trends differ from these estimates, the financial results could be
impacted. As of October 31, 2010, the Company has established a reserve of $0.6
million, which is included in accrued liabilities, for claims that have been
reported but not paid and for claims incurred but not reported.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Exchange Rate Risk

The financial reporting of our non-U.S. subsidiaries is denominated in
currencies other than the U.S. dollar. Since the functional currency of our
non-U.S. subsidiaries is the local currency, foreign currency translation
adjustments are accumulated as a component of accumulated other comprehensive
income in stockholders equity. Assuming a hypothetical aggregate change of 10%
in the exchange rates of foreign currencies against the U.S. dollar at October
31, 2010, our assets and liabilities would increase or decrease by $1.9 million
and $0.9 million, respectively, and our net sales and net (loss) or earnings
would increase or decrease by $1.5 million and $0.1 million, respectively, on
an annual basis.

We also maintain intercompany balances and loans receivable with
subsidiaries with different local currencies. These amounts are at risk of
foreign exchange losses if exchange rates fluctuate. Assuming a hypothetical
aggregate change of 10% in the exchange rates of foreign currencies against the
U.S. dollar at October 31, 2010, our pre-tax earnings would be favorably or
unfavorably impacted by approximately $0.3 million, on an annual basis.

23

---



Interest Rate Risk

Our excess cash is invested in highly liquid short term money market
funds and short term investments in U.S. Treasury bills. Changes in interest
rates may affect the investment income we earn on money market funds and short
term investments and therefore affect our cash flows and results of operations.
As of October 31, 2010, we were exposed to interest rate change market risk
with respect to our money market accounts and short term investments totaling
$24.8 million. The money market accounts and short-term investments yield or
bear interest rates ranging from 0% to 0.4%. 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 $0.2 million on
an annual basis.

As of October 31, 2010, 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.

24

---



PART II  OTHER INFORMATION

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

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

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

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

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

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

SIGNATURES

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

|                        |                    |                                                                               | 
|----------------------- | ------------------ | ----------------------------------------------------------------------------- | 
|                        | ENZO BIOCHEM, INC. |                                                                              
|                        |                    |                                                                              
|                        | (Registrant)       |                                                                              
|                        |                    |                                                                               | 
|Date: December 10,
2010 | by:                | /s/ Barry Weiner                                                             
|                        |                    |                                                                               | 
|                        |                    | Chief Financial
Officer, Principal Accounting Officer, Treasurer and Director

25

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