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 April 30, 2004

                                       or

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

For the transition period from _______________ to ______________

                          Commission File Number 1-9974
                               ENZO BIOCHEM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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

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

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

                                      NONE

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

                                _X_ Yes   No ___

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 125-2).

                                _X_ Yes   No ___

As of May 24, 2004 the Registrant had 30,841,000 shares of Common Stock
Outstanding.

<PAGE>


                               ENZO BIOCHEM, INC.

                                    FORM 10-Q

                                 April 30, 2004


                                      INDEX





                                                                           PAGE
                                                                          NUMBER

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


Item 1.  Financial Statements

         Consolidated Balance Sheet - April 30, 2004 (unaudited)
            and July 31, 2003 (audited)                                        3

         Consolidated Statement of Operations
            For the nine months ended April 30, 2004 and 2003 (unaudited)      4

         Consolidated Statement of Operations
            For the three months ended April 30, 2004 and 2003 (unaudited)     5

         Consolidated Statement of Cash Flows
            For the nine months ended April 30, 2004 and 2003 (unaudited)      6

         Notes to Consolidated Financial Statements                            7

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                      11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           16

Item 4.  Controls and Procedures                                              16

Part II - Other Information

Item 1.  Legal Proceedings                                                    17

Item 6.  Exhibits and Reports on Form 8-K                                     19


                                       2
<PAGE>


                                ENZO BIOCHEM, INC
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEET

                                                          April30,     July 31,
                                                            2004        2003
                                                        (unaudited)   (audited)
                                                         ---------    ---------
                                                            (In thousands)
                                ASSETS

Current assets:
  Cash and cash equivalents ...........................  $  59,879    $  63,268
  Marketable securities ...............................     15,341       15,154
  Accounts receivable, less allowance
    for doubtful accounts .............................     17,186       17,266
  Inventories .........................................      3,047        3,422
  Prepaid expenses ....................................      1,652        2,233
  Deferred taxes ......................................      2,874        1,014
  Prepaid taxes .......................................        127          542
  Income tax receiveable ..............................        695           --
                                                         ---------    ---------
Total current assets ..................................    100,801      102,899
Property and equipment, at cost less accumulated
  depreciation and amortization .......................      2,332        2,200
Goodwill ..............................................      7,452        7,452
Deferred patent costs, less accumulated amortization ..      2,680        3,166
Other .................................................        157          161
                                                         ---------    ---------
                                                         $ 113,422    $ 115,878
                                                         =========    =========

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Trade accounts payable .............................  $   1,250    $   1,321
   Accrued legal fees .................................      1,810        1,915
   Other accrued expenses .............................        431          551
   Accrued research and development expenses ..........         55          453
   Accrued payroll ....................................        481          703
   Deferred rent ......................................        145          232
                                                         ---------    ---------
Total current liabilities .............................      4,172        5,175

Deferred taxes ........................................      1,046        1,235
Deferred rent .........................................         --           87

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 30,857,000
    AND 30,507,000 OUTSTANDING AT APRIL 30, 2004
    AND 29,975,100 at July 31, 2003 ...................        308          300
  Additional paid-in capital ..........................    205,866      199,082
  Treasury stock ......................................     (5,669)          --
  Accumulated deficit .................................    (92,155)     (89,916)
  Accumulated other comprehensive loss ................       (146)         (85)
                                                         ---------    ---------
Total stockholders' equity ............................    108,204      109,381
                                                         ---------    ---------
                                                         $ 113,422    $ 115,878
                                                         =========    =========


                                       3
<PAGE>


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

                                                               Nine Months
                                                             Ended April 30,
                                                            2004         2003
                                                          --------     --------
                                                             (In thousands,
                                                         expect per share data)

Revenues:
  Research product revenues ..........................     $10,942      $20,612
  Clinical laboratory services .......................      22,123       21,496
                                                          --------     --------

                                                            33,065       42,108
Costs and expenses:
  Cost of research product revenues ..................       1,238        2,012
  Cost of clinical laboratory services ...............       7,457        6,777
  Research and development expense ...................       6,354        5,086
  Selling expense ....................................       3,483        3,615
  General and administrative expense .................       7,428        6,253
  Provision for uncollectible accounts receivable ....       8,354        6,432
  Legal expense ......................................       4,116        2,554
                                                          --------     --------
                                                            38,430       32,729
                                                          --------     --------

(Loss) income before interest income and
   benefit (provision) for taxes on income ...........      (5,365)       9,379
Interest income ......................................         902         1060
(Loss) income before provision for taxes on income ...      (4,463)      10,439
Benefit (provision) for taxes on income ..............       2,224       (4,072)
                                                          --------     --------
Net (loss) income ....................................     ($2,239)      $6,367
                                                          ========     ========

Net (loss) income per common share:
   Basic .............................................      ($0.07)       $0.21
   Diluted ...........................................      ($0.07)       $0.21
                                                          ========     ========

Denominator for per share calculation:
   Basic .............................................      30,082       29,888
                                                          ========     ========

   Diluted ...........................................      30,082       30,467
                                                          ========     ========

                                       4
<PAGE>


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

                                                              Three Months
                                                             Ended April 30,
                                                            2004         2003
                                                          --------     --------
                                                              (In thousands,
                                                          expect per share data)

Revenues:
  Research product revenues ..........................      $4,215       $4,181
  Clinical laboratory services .......................       7,550        7,459
                                                          --------     --------

                                                            11,765       11,640
Costs and expenses:
  Cost of research product revenues ..................         441          285
  Cost of clinical laboratory services ...............       2,619        2,432
  Research and development expense ...................       2,073        1,664
  Selling expense ....................................       1,290        1,062
  General and administrative expense .................       2,353        2,114
  Provision for uncollectible accounts receivable ....       2,849        2,234
  Legal expense ......................................       1,337          225
                                                          --------     --------

                                                            12,962       10,016
                                                          --------     --------
(Loss) income before interest income and benefit
  (provision) for taxes on income ....................      (1,197)       1,624
Interest income ......................................         306          398
                                                          --------     --------
(Loss) income before provision for taxes on income ...        (891)       2,022
Benefit (provision) for taxes on income ..............         431         (789)
                                                          --------     --------

Net (loss) income ....................................        (460)      $1,233
                                                          ========     ========

Net (loss) income per common share:
  Basic ..............................................      ($0.02)       $0.04
                                                          ========     ========

  Diluted ............................................      ($0.02)       $0.04
                                                          ========     ========

Denominator for per share calculation:
  Basic ..............................................      30,203       29,889
                                                          ========     ========

  Diluted ............................................      30,203       30,409
                                                          ========     ========

                                       5
<PAGE>


                                ENZO BIOCHEM, INC
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                                                Nine Months
                                                              Ended April 30,
                                                             2004        2003
                                                           --------    --------
                                                             (In Thousands)

Cash flows from operating activities:
  Net (loss) income ......................................   (2,239)     $6,367
  Adjustments to reconcile net (loss) income to net
      cash (used in) provided by operating activities:
    Depreciation and amortization of property and
      equipment ..........................................      793         760
    Amortization of deferred patent costs ................      900         649
    Provision for uncollectible accounts receivable ......    8,354       6,432
    Issuance of stock for 401 K plan .....................      282          --
    Deferred rent ........................................     (174)       (147)
    Deferred taxes .......................................   (2,010)         --
    Changes in operating assets and liabilities:
      Accounts receivable before provision for
        uncollectible amounts ............................   (8,274)     (4,052)
      Inventories ........................................      375         (25)
      Income taxes receiveable ...........................     (695)         --
      Prepaid expenses ...................................      581        (179)
      Prepaid taxes ......................................      415       1,968
      Trade accounts payable and other accrued
        expenses .........................................     (191)       (959)
      Income taxes payable ...............................       --       1,632
      Accrued research and development expenses ..........     (398)         --
      Accrued legal fees .................................     (105)        610
      Accrued payroll ....................................     (222)       (156)
                                                           --------    --------
      Total adjustments ..................................     (369)      6,533
                                                           --------    --------

           Net cash (used in) provided by
             operating activities ........................   (2,608)     12,900
                                                           --------    --------

Cash flows from investing activities:
  Capital expenditures ...................................     (938)       (636)
  Patent costs deferred ..................................     (414)       (300)
  Purchase of marketable securities ......................     (287)         --
  Security deposits ......................................        4          (6)
                                                           --------    --------

    Net cash used in investing activities ................   (1,635)       (942)
                                                           --------    --------

Cash flows from financing activities:
  Proceeds from the exercise of stock options ............      841          23
  Proceeds from insurance loss ...........................       13          --
                                                           --------    --------
    Net cash provided by financing activities ............      854          23
                                                           --------    --------

Net (decrease) increase in cash and cash equivalents .....   (3,389)     11,981
Cash and cash equivalents at the beginning of
  the period .............................................   63,268      67,135
                                                           --------    --------
Cash and cash equivalents at the end of the period .......  $59,879     $79,116
                                                           ========    ========

SUPPLEMENTAL DISCLOSURE FOR STATEMENT OF CASH FLOWS
---------------------------------------------------

In April 2004, certain officers of the Company had exercised incentive stock
options. The Company had issued 769,290 shares of common stock, and the Officers
swapped matured share. The Company recorded the 349,932 shares received as
Treasury Stock.

                                        6
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2004
                                   (Unaudited)

NOTE 1. BASIS OF PRESENTATION

The consolidated  financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating results for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements for the
year ended July 31, 2003 and notes  thereto  contained in the  Company's  Annual
Report on Form 10-K filed  with the  Securities  and  Exchange  Commission.  The
results  of  operations  for the  nine  months  ended  April  30,  2004  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending July 31, 2004.

STOCK BASED COMPENSATION PLANS

The Company  accounts for stock option grants to employees under the recognition
and measurement  principles of APB Opinion No. 25,  "Accounting for Stock Issued
to  Employees,"  and  related  Interpretations.  Under APB No. 25,  because  the
exercise  price of the Company's  employee stock options equals the market price
of the  underlying  stock on the  date of  grant,  no  compensation  expense  is
recorded.

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

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

                                       7
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2004
                                   (Unaudited)

The following table  illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No. 123
to stock-based compensation for the periods ended April 30, 2004 and 2003:

                                           Nine Months          Three Months
                                         Ended April 30,       Ended April 30,
                                         2004       2003       2004       2003
                                        ------     ------     ------     ------
                                         (In thousands, except for share data)

Net (loss) income, as reported          ($2,239)   $6,367      ($460)    $1,233
Deduct: Total stock-based employee
  compensation expense determined
  under fair value based method
  for all awards                         2,285      2,330        983        937
                                        ------     ------     ------     ------

Pro forma net (loss) income             (4,524)     4,037     (1,443)      $296
                                        ======     ======     ======     ======

Earnings (loss) per share:
   Basic - as reported                   $(.07)      $.21      $(.02)      $.04
   Basic - pro forma                     $(.15)      $.14      $(.05)      $.01

   Diluted - as reported                 $(.07)      $.21      $(.02)      $.04
   Diluted - pro forma                   $(.15)      $.13      $(.05)      $.01


The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards ("SFAS") No. 128, "Earnings Per Share". The following table sets forth
the computation of basic and diluted earnings per share pursuant to SFAS 128.

                                           Nine Months          Three Months
                                         Ended April 30,       Ended April 30,
                                         2004       2003       2004       2003
                                        ------     ------     ------     ------
                                         (In thousands, except for share data)

Numerator:
  Net income (loss) for numerator
    for basic and diluted earnings
    per common share                    ($2,239)   $6,367      ($460)    $1,233

Denominator:
  Denominator for basic earnings per
    common equivalent share during
    the period                          30,082     29,888     30,203     29,889

Effect of dilutive securities
  Employee and director stock options
    and warrants                            --        579         --        520
                                        ------     ------     ------     ------

Denominator for diluted earnings (loss)
  per common equivalent share and
  assumed conversions                   30,082     30,467     30,203     30,409
                                        ======     ======     ======     ======

Basic earnings (loss) per share          ($.07)      $.21      ($.02)      $.04
                                        ======     ======     ======     ======

Diluted earnings (loss) per share        ($.07)      $.21      ($.02)      $.04
                                        ======     ======     ======     ======

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

                                           Nine Months          Three Months
                                         Ended April 30,       Ended April 30,
                                         2004       2003       2004       2003
                                        ------     ------     ------     ------
                                                  (In thousands)

Employee and director stock options
  and warrants                             916         --        617         --


                                       8
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2004
                                   (Unaudited)

The Company  declared a 5% stock dividend on June 10, 2003 payable July 14, 2003
to  shareholders  of record as of June 30,  2003.  The shares and per share data
have been adjusted to retroactively  reflect this stock dividend for all periods
presented.

Inventories

Inventories consist of the following as of:

                                               April 30, 2004      July 31, 2003
                                               --------------      -------------
                                                        (In thousands)

             Raw Materials                               $111               $168
             Work in process                            1,889              2,058
             Finished products                          1,047              1,196
                                                       ------             ------
                                                       $3,047             $3,422
                                                       ======             ======


                                       9
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2004
                                   (Unaudited)

Note 3 - SEGMENT INFORMATION

The Company follows the provisions of SFAS No. 131,  "Disclosures about Segments
of an Enterprise and Related  Information" ("SFAS No. 131"). The Company has two
reportable   segments:   research  and   development   and  clinical   reference
laboratories.  The Company's research and development  segment conducts research
and  development  activities  as well as  selling  products  derived  from these
activities.  The clinical reference  laboratories provide diagnostic services to
the health care community.  The Company  evaluates  performance  based on income
before  (provision)  for  taxes  on  income.  The  accounting  policies  of  the
reportable  segments  are  the  same  as  those  described  in  the  summary  of
significant  accounting policies.  Costs excluded from income before (provision)
for taxes on income and  reported  as other  consist of  corporate  general  and
administrative  costs which are not  allocable to the two  reportable  segments.
Management  of the  Company  assesses  assets on a  consolidated  basis only and
therefore,  assets by reportable segment has not been included in the reportable
segments below.


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

<TABLE>
<CAPTION>
                                             RESEARCH          CLINICAL REFERENCE            OTHER                 CONSOLIDATED
                                          AND DEVELOPMENT

                                            NINE MONTHS            NINE MONTHS            NINE MONTHS               NINE MONTHS
                                          ENDED APRIL 30,        ENDED APRIL 30,        ENDED APRIL 30,           ENDED APRIL 30,
                                          2004       2003       2004         2003      2004         2003         2004        2003
                                        -------    -------    --------     -------    ------     --------     --------     -------
<S>                                      <C>       <C>         <C>         <C>        <C>         <C>           <C>        <C>
Operating revenues:

Research product revenues               $10,942    $20,612          --          --        --           --       10,942     $20,612
Clinical laboratory services                 --         --     $22,123     $21,496        --           --       22,123     $21,496

Cost and expenses:

Cost of research product revenues ..      1,238      2,012                      --        --           --        1,238       2,012
Cost of clinical laboratory services                    --       7,457       6,777        --           --        7,457       6,777
Research and development expense          6,354      5,086                      --        --           --        6,354       5,086
Provision for uncollectible
  accounts receivable                                            8,354       6,432        --           --        8,354       6,432

Other costs and expenses                  1,740      2,171       7,053       5,870     6,234        4,381       15,027      12,422
Interest income                                         --                      --       902        1,060          902       1,060

Income (loss) before provision for
  taxes on income                        $1,610    $11,343        (741)     $2,417    (5,332)     $(3,321)      (4,463)    $10,439
                                        =======    =======    ========     =======    ======     ========     ========     =======

<CAPTION>
                                           THREE MONTHS           THREE MONTHS           THREE MONTHS              THREE MONTHS
                                          ENDED APRIL 30,        ENDED APRIL 30,        ENDED APRIL  30,          ENDED APRIL 30,
                                          2004       2003       2004         2003      2004         2003         2004        2003
                                        -------    -------    --------     -------    ------     --------     --------     -------
<S>                                      <C>       <C>         <C>         <C>        <C>         <C>           <C>        <C>
Operating revenues:

Research product revenues                $4,215     $4,181          --          --                     --       $4,215       4,181
Clinical laboratory services                 --         --      $7,550      $7,459                     --        7,550       7,459

Cost and expenses:

Cost of research product revenues           441        285                                             --          441         285
Cost of clinical laboratory services                    --       2,619       2,432                     --        2,619       2,432
Research and development expense          2,073      1,664                                             --        2,073       1,664
Provision for uncollectible
accounts receivable                                              2,849       2,234                               2,849       2,234
Other costs and expenses                    642        606       2,396       1,942     1,942          853        4,980       3,401
Interest income                                         --                               306          398          306         398

Income (loss) before provision for
  taxes on income                         1,059     $1,626        (314)       $851    (1,636)       $(455)        (891)     $2,022
                                        =======    =======    ========     =======    ======     ========     ========     =======
</TABLE>

                                       10
<PAGE>


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

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

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

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

         The  Company's  source of  revenue  has been from the  direct  sales of
research  products of labeling  and  detection  reagents  for the  genomics  and
sequencing markets,  as well as through  non-exclusive  distribution  agreements
with  other  companies.  Another  source of revenue  has been from the  clinical
laboratory service market. Clinical laboratory services are provided to patients
covered by various third party insurance  programs,  including Medicare and self
payors for the services provided. The clinical laboratory is subject to seasonal
fluctuations in operating  results.  Volume of testing generally declines during
the summer months,  the year-end  holiday periods and other major  holidays.  In
addition,  volume  declines  due to inclement  weather may reduce net  revenues.
Therefore,  comparison of the results of successive  quarters may not accurately
reflect trends or results for the full year. For the nine months ended April 30,
2004  and  2003,  respectively,  approximately  33%  and  49% of  the  Company's
operating  revenues were derived from research  product sales and  approximately
67% and 51% were derived from clinical laboratory services.

Liquidity and Capital Resources

         At  April  30,  2004,  our cash and  cash  equivalents  and  marketable
securities totaled $75.2 million, a decrease of $3.4 million from July 31, 2003.
We had  working  capital of $96.6  million at April 30,  2004  compared to $97.7
million at July 31, 2003.

         Net cash used by  operating  activities  for the period ended April 30,
2004  was  approximately  $2.6  million  as  compared  to net cash  provided  by
operating  activities of $12.9 million for the period ended April 30, 2003.  The
decrease in net cash provided by operating  activities  was primarily due to the
net loss in the 2004 period as compared to the net income in the 2003 period.

                                       11
<PAGE>


         Net cash  used in  investing  activities  increased  approximately  $.7
million from the 2003 period, primarily as a result of an increase investment in
marketable securities and an increase in capital expenditures.

         Net cash provided by financing activities increased by $.8 million from
the 2003 period  primarily  as a result of the  increase  in  proceeds  from the
exercise of stock options.

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

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

Critical Accounting Policies

General

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

REVENUE RECOGNITION

         Revenues from the clinical  laboratory  are  recognized as services are
rendered upon  completion  of the testing  process for a specific  patient.  The
Company's revenue is based on amounts billed or billable for services  rendered,
net of contractual  adjustments  and other  arrangements  made with  third-party
payors to provide services at less than established billing rates. Revenues from
research  product  sales,   exclusive  of  certain  non-exclusive   distribution
agreements, are recognized when the products are shipped.

     The  Company  has  certain  non-exclusive  distribution  agreements,  which
provide for  consideration to be paid to the distributors for the manufacture of
certain   products.   The  Company  records  such   consideration   provided  to
distributors under these non-exclusive distribution agreements as a reduction to
research product  revenues.  The revenue from these  non-exclusive  distribution
agreements are recognized when shipments are made to their respective  customers
and reported to the Company.

CONTRACTUAL ALLOWANCES

     The percentage of the Company's revenues derived from Medicare, third party
payers,  commercial insurers and managed care patients continue to increase. The
Medicare  regulations  and various  managed care contracts are often complex and
may include  multiple  reimbursement  mechanisms for different types of services
provided in our clinical  laboratory.

                                       12
<PAGE>


We estimate the allowance for contractual  allowances on a payer-specific  basis
given  our   interpretation   of  the  applicable   regulations  and  historical
calculations.   However,  the  services  authorized  and  provided  and  related
reimbursement are often subject to interpretation  that could result in payments
that  differ  from  our  estimates.   Additionally,  updated  regulations  occur
frequently that  necessitates  continual review and assessment of the estimation
process by management.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

     The Company's ability to collect  outstanding  receivables from third party
payers is  critical to its  operating  performance  and cash flows.  The primary
collection  risk lies with  uninsured  patients  or  patients  for whom  primary
insurance  has paid but a  patient  portion  remains  outstanding.  The  Company
estimates the allowance for doubtful  accounts  primarily  based upon the age of
the accounts since invoice date. The Company  continually  monitors its accounts
receivable  balances and utilizes cash collections data to support the basis for
its  estimates of the provision for doubtful  accounts.  Significant  changes in
payer mix or  regulations  could  have a  significant  impact  on the  Company's
results of operations and cash flows. In addition, the Company has implemented a
process to estimate and review the collections of its  receivables  based on the
period they have been outstanding. Historical collection and payor reimbursement
experience is an integral part of the estimation process related to reserves for
doubtful  accounts.  The Company also  assesses the current state of its billing
functions in order to identify any known collection or  reimbursement  issues in
order to assess the impact,  if any, on the reserve  estimates,  which  involves
judgment.  The Company  believes that the  collectibility  of its receivables is
directly  linked to the quality of its billing  processes,  most notably,  those
related to obtaining the correct  information in order to bill  effectively  for
the services provided.  Revisions in reserve for doubtful accounts estimates are
recorded as an  adjustment to bad debt  expense.  The Company  believes that its
collection  and  reserves  processes,  along  with the close  monitoring  of its
billing  processes,  helps reduce the risk associated with material revisions to
reserve estimates resulting from adverse changes in collection and reimbursement
experience and billing operations.

INCOME TAXES

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

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company  evaluates the  requirement to recognize  impairment  losses on
long-lived  assets used in operations  when indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less than the assets'  carrying  amount.  Company  management  believes  that no
impairment to its long-lived assets has occurred.

                                       13
<PAGE>


Results of Operations

NINE MONTHS ENDED APRIL 30, 2004 COMPARED WITH NINE MONTHS ENDED APRIL 30, 2003

     Revenues  from  operations  for the nine  months  ended April 30, 2004 were
$33.1 million a decrease of $9.0 million over revenues from  operations  for the
nine months  ended April 30, 2003.  This  decrease was due to a decrease of $9.7
million in revenues  from our research  product  sales  operations  offset by an
increase of $.6 million in revenues from clinical reference laboratory operation
over revenues for such activities in the period ended April 30, 2003.

     The decrease in research  product sales resulted  primarily from a decrease
in direct sales of research products of labeling and detection  reagents for the
genomics  and  sequencing  markets  related to the  decrease  sales based on the
termination of a contract with one major distributor.

     The increase of clinical  laboratory  services revenue was due primarily to
increased volume of higher priced esoteric tests.  Clinical  laboratory services
are  provided  to  patients  covered  by various  third  party  payor  programs,
including Medicare and health maintenance organizations ("HMO's").  Billings for
services are included in revenue net of allowances for contractual discounts and
allowances  paid for  differences  between the amounts  billed and the estimated
amount to be paid.  Recent  trends had  indicated a decrease  in the  collection
rates from the  Medicare  Program,  certain  third party  payors and HMO's.  The
clinical  laboratory is subject to seasonal  fluctuations in operating  results.
Volume of testing  generally  declines  during the summer  months,  harsh winter
conditions,  the year-end holiday periods and other major holidays. In addition,
volume  declines due to inclement  weather may reduce net  revenues.  Therefore,
comparison  of the results of  successive  quarters may not  accurately  reflect
trends or results for the full year.

     The cost of research  products sold decreased by $.8 million from the prior
nine  month  period.  This  decrease  was  primarily  due  to  the  decrease  in
expenditures  related  to the  decreased  sales  based on the  termination  of a
contract with one major distributor.

     The cost of clinical  laboratory  services  increased by $.7 million during
this  period  primarily  due to an  increase in costs  associated  with  certain
esoteric  tests and the costs related to the  accelerated  process of performing
more tests in-house.

     Research and development  expenses  increased by approximately $1.2 million
as a result  of an  increase  in the  expenses  related  to the  clinical  trial
activities and other research projects.

     Selling expenses were comparable to the prior year.

     General and  administrative  expenses  increased by $1.2 million due to the
increase in overall insurance costs and an increase in data processing personnel
costs and an increase in legal personnel costs.

     The Company's legal expenses increased by $1.6 million to $4.1 million from
$2.6 million as compared to the previous year. This increase is primarily due to
the increase in patent infringement  proceedings and the increase in the overall
legal activities on these infringement proceedings.

     The Company's provision for uncollectible  accounts receivable increased by
$1.9  million to $8.3  million  from $6.4  million as  compared to the same nine
month period last year at the clinical  laboratory  division.  The percentage of
the provision for uncollectible accounts receivable as a relationship to revenue
for clinical laboratory services increased to 38% for

                                       14
<PAGE>


these nine months  ended as compared to 30% for the same nine month  period last
year. This increase was primarily due to the change in the mix of payors.

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

     For the nine months  ended April 30, 2004,  the Company  recorded a benefit
for income taxes of $2.0  million  based upon the  combined  effective  federal,
state and local income tax rates.  For the nine months ended April 30, 2003, the
Company recorded a provision for income taxes of $4.1 million which was based on
the combined effective federal, state and local income tax rates.

     Income  (loss)  before  (provision)  benefit  for taxes on income  from the
research and development  segment  activities and related costs was $1.6 million
in for period ended April 30, 2004, as compared to income  before  provision for
taxes on income of $11.3  million  in for  period  ended  April  30,  2003.  The
decrease in the income  resulted  primarily  from a decrease in direct  sales of
research  products of labeling  and  detection  reagents  for the  genomics  and
sequencing markets to one major distributor.  Income (loss) before provision for
taxes on income from the clinical reference  laboratories  segment amounted to a
loss of $.8 million for period  ending April 30, 2004,  as compared to income of
$2.4  million  for fiscal  2003.  The  decrease in income  before  taxes for the
clinical  laboratory segment was primarily due to the increase in costs based on
an increase  in volume of esoteric  tests  being  ordered by  physicians.  These
esoteric  tests have higher  pricing  levels as  compared  to the regular  tests
performed at the  laboratory,  and also due to an increase in the  provision for
uncollectible  accounts  receivable  due  to  the  change  in  the  estimate  of
uncollectible receivables percentages.

THREE MONTHS ENDED APRIL 30, 2004 COMPARED WITH THREE MONTHS ENDED
APRIL 30, 2003

     Revenues  from  operations  for the three  months ended April 30, 2004 were
$11.8 million an increase of $.1 million over revenues from  operations  for the
three  months  ended April 30,  2003.  This  increase  was  primarily  due to an
increase of $.1 million in revenues from our clinical laboratory operations. The
revenues  from the research  product  sales  operation  were  comparable  to the
previous three month period.

     The cost of research  products sold increased by $.2 million as compared to
the prior year's three  months.  This  increase was primarily due to the initial
start up costs  related to the  production of certain new products just recently
introduced to the market.

     The cost of clinical  laboratory  services  increased by $.2 million during
this  period  primarily  due to an  increase  in cost  associated  with  certain
esoteric tests.

     Research and development expenses increased by approximately $.4 million as
a result of an increase in the expenses related to the clinical trial activities
and other research projects.

     Selling expenses increased by $.2 million during the three months ended, as
compared to the prior year's three months. This increase was primarily due to an
increase in personnel headcount of sales from our clinical laboratory operation.

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

     The Company's legal expenses increased by $1.1 million to $1.3 million from
$.2 million as compared to the previous year.  This increase is primarily due to
the increase in patent infringement  proceedings and the increase in the overall
legal activities on these infringement proceedings.

                                       15
<PAGE>


     The Company's provision for uncollectible  accounts receivable increased by
$.6  million to $2.8  million  from $2.2  million as  compared to the same three
month period last year at the clinical  laboratory  division.  The percentage of
the provision for uncollectible accounts receivable as a relationship to revenue
increased  to 38% for these three  months  ended as compared to 30% for the same
three month period last year.  This  increase was primarily due to the change in
the mix of payors.

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

     For the three months ended April 30, 2004,  the Company  recorded a benefit
for income taxes of $.4 million based upon the combined effective federal, state
and local  income tax rates.  For the three  months  ended April 30,  2003,  the
Company  recorded a provision for income taxes of $.8 million which was based on
the combined effective federal, state and local income tax rates.

     Income  (loss)  before  (provision)  benefit  for taxes on income  from the
research and development  segment  activities and related costs was $1.1 million
in for period ended April 30, 2004, as compared to income  before  provision for
taxes on income of $1.6 million in for period ended April 30, 2003. The decrease
in the income  resulted  primarily  from a decrease in direct  sales of research
products of labeling and  detection  reagents  for the  genomics and  sequencing
markets to one major  distributor.  Income (loss) before  provision for taxes on
income from the  clinical  reference  laboratories  segment  amounted to a $(.3)
million for period  ending April 30, 2004,  as compared to income of $.9 million
for fiscal 2003. The decrease in income before taxes for the clinical laboratory
segment  was  primarily  due to the  increase  in costs  based on an increase in
volume of esoteric tests being ordered by physicians.  These esoteric tests have
higher  pricing  levels  as  compared  to the  regular  tests  performed  at the
laboratory,  and also due to an  increase  in the  provision  for  uncollectible
accounts  receivable  due  to  the  change  in  the  estimate  of  uncollectible
receivables percentages.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.  Controls and Procedures

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

                                       16
<PAGE>


                           PART II - Other Information

Item 1.  LEGAL PROCEEDINGS

In June 1999, the Company filed suit in the United States District Court for the
Southern  District of New York against  Gen-Probe  Incorporated,  Chugai  Pharma
U.S.A., Inc., Chugai Pharmaceutical Co., Ltd., bioMerieux,  Inc., bioMerieux SA,
and Becton  Dickinson and Company,  charging them with  infringing the Company's
U.S. Patent  4,900,659,  which concerns probes for the detection of the bacteria
that causes  gonorrhea.  On January 26, 2001, the court granted the  defendants'
motion for summary  judgment that the Company's  patent is invalid.  On July 15,
2002,  the Court of Appeals for the Federal  Circuit  reversed  the  judgment of
invalidity and remanded the case to the district court for further  proceedings.
In March 2003,  settlements  have been reached with  bioMerieux and Chugai;  the
settlements did not have a material monetary impact on the Company. There can be
no assurance  that the Company will be successful  in the on-going  proceedings.
However, even if the Company is not successful, management does not believe that
there will be a significant adverse monetary impact to the Company.

On March 6, 2002, the Company was named,  along with certain of its officers and
directors among others,  in a complaint  entitled Lawrence F. Glaser and Maureen
Glaser,  individually  and on behalf of  Kimberly,  Erin,  Hannah,  and Benjamin
Glasser v. Hyman Gross,  Barry Weiner,  Enzo Biochemical  Inc.,  Elazar Rabbani,
Shahram Rabbani, John Delucca, Dean Engelhardt,  Richard Keating, Doug Yates and
Docs 1-50, in the U.S. District Court for the Eastern District of Virginia.  The
complaint  was filed by an investor in the Company who has filed for  bankruptcy
protection and his family. The complaint alleged securities and common law fraud
and breach of fiduciary duty and seeks in excess of $150 million in damages.  On
August  22,  2002,  the  complaint  was  voluntarily  dismissed;  however  a new
substantially similar complaint was filed at the same time. On October 21, 2002,
the Company and the other  defendants  filed a motion to dismiss the  complaint,
and the plaintiffs responded by amending the complaint and dropping their claims
against  defendants Keating and Yates. On November 18, 2002, the Company and the
other defendants again moved to dismiss the Amended Complaint. On July 16, 2003,
the Court issued a Memorandum  Opinion  dismissing the Amended  Complaint in its
entirety with prejudice. Plaintiffs thereafter moved for reconsideration but the
Court  denied  the motion on  September  8, 2003.  The  plaintiffs  subsequently
appealed to the Fourth Circuit and that appeal is presently pending. The Company
does not believe that the complaint  has any merit and was correctly  dismissed,
and intends to continue to defend the complaint vigorously in any event.

In March 2002,  Enzo Life Sciences,  a subsidiary of the Company,  filed suit in
the United States  District  Court for the District of Delaware  against  Digene
Corp., charging it with infringing Enzo Life Sciences' U.S. Patent No. 6,221,581
B1, which concerns a novel process for detecting  nucleic acids of interest.  On
May 31, 2002, Digene filed counterclaims in that suit against Enzo Life Sciences
and the Company,  including  business  tort  counterclaims  relating to the '581
patent.  Digene  further  contends  that the Company  has caused it  substantial
damage by interfering with business and financial opportunities. There can be no
assurance  that the Company and Enzo Life  Sciences  will be successful in these
proceedings. However, even if Enzo Life Sciences is not successful in its patent
infringement suit,  management does not believe that there will be a significant
adverse monetary impact to the Company. With respect to Digene's  counterclaims,
the Company and Enzo Life  Sciences  believe them to be without merit and intend
to defend themselves vigorously. On June 10, 2004, the district court issued its
decision on  construction of the claims  (referred to as a "Markman"  ruling) of
the '581  patent.  A Markman  ruling  sets forth the scope of the  products  and
methods that are embraced by the claims.  In its  decision,  the district  court
ruled in favor of Enzo Life Sciences and against  Digene on all disputed  issues
concerning  construction  of the  patent  claims.  Following  issuance  of  that
decision, the district court adjourned the scheduled start of the first phase of
the  trial,  which  was to have  started  on June  15,  2004  on the  issues  of
infringement  and damages  (all other  issues,  including  validity and Digene's
counterclaims,  were to be tried separately). The district court has not yet set
a new trial date,  but the Company  expects  that a trial date will be scheduled
within the next several months if the case is not otherwise resolved.

In October 2002,  the Company filed suit in the United States  District Court of
the Southern  District of New York against Amersham plc,  Amersham  Biosciences,
Perkin Elmer, Inc., Perkin Elmer Life Sciences, Inc., Sigma-Aldrich Corporation,
Sigma Chemical Company, Inc.,

                                       17
<PAGE>


Molecular Probes, Inc. and Orchid Biosciences, Inc. In January 2003, the Company
amended its complaint to include defendants Sigma Aldrich Co. and Sigma Aldrich,
Inc.  The  counts  set  forth in the suit are for  breach  of  contract;  patent
infringement;  unfair  competition  under state law;  unfair  competition  under
federal law;  tortious  interference with business  relations;  and fraud in the
inducement of contract. The complaint alleges that these counts arise out of the
defendants'  breach of  distributorship  agreements with the Company  concerning
labeled nucleotide products and technology,  and the defendants' infringement of
patents  covering the same. In April,  2003, the Court directed that  individual
complaints be filed separately against each defendant.  Enzo has done so and has
added Yale for  technical  reasons  relating to its standing to enforce the four
Yale patents of which Enzo is exclusive  licensee.  Yale and Enzo are aligned in
protecting the validity and  enforceability of the subject patents.  A number of
the defendants have answered the individual complaints and asserted a variety of
affirmative defenses and counterclaims. In addition, two of the Defendants filed
motions  to  dismiss  Enzo's  patent  infringement  claims  as to  four  of  the
patents-in-suit  on the grounds that Enzo is not the exclusive  licensee of such
patents. By order dated March 11, 2004, the court denied the motions to dismiss.
The  moving  defendants  then  moved the court to certify  its  decision  to the
Federal Circuit Court of Appeals for appellate review.  This motion is currently
pending before the court. Although the court has now lifted all discovery stays,
due to the  motions  to  dismiss  and  the  pending  motion  for  certification,
discovery has yet to re-commence  in earnest.  While fact discovery is currently
scheduled to close on November 5, 2004,  it is  anticipated  that the court will
extend  this  deadline  given the  extensive  motion  practice.  There can be no
assurance that the Company will be successful in this litigation.  However, even
if the Company is not successful, management does not believe that there will be
a significant adverse monetary impact to the Company.

On October 28, 2003, the Company and Enzo Life  Sciences,  Inc., a subsidiary of
the  Company,  filed suit in the United  States  District  Court of the  Eastern
District  of New York  against  Affymetrix,  Inc.  The  Complaint  alleges  that
Affymetrix improperly transferred or distributed  substantial business assets of
the Company to third parties,  including  portions of the Company's  proprietary
technology, reagent systems, detection reagents and other intellectual property.
The  Complaint  also  charges  that  Affymetrix  failed to account  for  certain
shortfalls in sales of the Company's  products,  and that Affymetrix  improperly
induced   collaborators   and  customers  to  use  the  Company's   products  in
unauthorized  fields or otherwise in violation of the  agreement.  The Complaint
seeks full  compensation  from  Affymetrix  to the Company  for its  substantial
damages,  in addition to injunctive and  declaratory  relief to prohibit,  among
other things,  Affymetrix's  unauthorized use, development,  manufacture,  sale,
distribution  and  transfer  of  the  Company's  products,   technology,  and/or
intellectual   property,  as  well  as  to  prohibit  Affymetrix  from  inducing
collaborators,  joint venture partners, customers and other third parties to use
the  Company's  products  in  violation  of the terms of the  agreement  and the
Company's rights.  Subsequent to the filing of the Complaint against Affymetrix,
Inc. referenced above, on or about November 10, 2003, Affymetrix, Inc. filed its
own complaint against the Company and its subsidiary,  Enzo Life Sciences, Inc.,
in the United  States  District  Court for the  Southern  District  of New York,
seeking among other things,  declaratory  relief that Affymetrix,  Inc., has not
breached the parties'  agreement,  that it has not  infringed  certain of Enzo's
Patents, and that certain of Enzo's patents are invalid, and damages for alleged
breach of the parties' agreement, unfair competition, and tortuous interference,
as well as certain  injunction relief to prevent alleged unfair  competition and
tortuous  interference.  The Company does not believe that the complaint has any
merit and intends to defend vigorously.  Affymetrix also moved to transfer venue
of Enzo's  action to the  Southern  District of New York,  where  other  actions
commenced  by Enzo  were  pending  as well as  Affymetrix's  subsequently  filed
action.  On January  30,  2004,  Affymetrix's  motion to transfer  was  granted.
Accordingly,  the Enzo  and  Affymetrix  actions  are now  both  pending  in the
Southern  District of New York.  Pleadings have not been completed and discovery
has not commenced.

                                       18
<PAGE>


On June 2,  2004  Roche  Diagnostic  GmbH  and  Roche  Molecular  Systems,  Inc.
(collectively  "Roche")  filed suit in the U.S.  District  Court of the Southern
District of New York against Enzo  Biochem,  Inc. and Enzo Life  Sciences,  Inc.
(collectively  "Enzo").  The complaint seeks declaratory  judgment (i) of patent
invalidity with respect to Enzo's 4,994,373  patent,  (ii) of no breach by Roche
of its 1994 Distribution and Supply Agreement with Enzo (the "1994  Agreement"),
(iii) that non-payment by Roche to Enzo for certain sales of Roche products does
not  constitute a breach of the 1994  Agreement,  and (iv) that Enzo's claims of
ownership to proprietary inventions,  technology and products developed by Roche
are without basis. In addition the suit claims tortious  interference and unfair
competition.  The Company  does not  believe  that the  complaint  has merit and
intends to vigorously respond to such action.

On June  8,  2004,  the  Company  and its  wholly-owned  subsidiary,  Enzo  Life
Sciences,  Inc., filed suit in the United States District Court for the District
of Connecticut  against  Applera  Corporation  and its  wholly-owned  subsidiary
Tropix, Inc. The complaint alleges  infringement of six patents (relating to DNA
sequencing systems,  labelled nucleotide products,  and other technology).  Yale
University  is the owner of four of the patents and the Company is the exclusive
licensee.  Accordingly,  Yale was also a plaintiff in the lawsuit. Yale and Enzo
are aligned in protecting the validity and  enforceability of the patents.  Enzo
Life  Sciences is the owner of the remaining  two patents.  The complaint  seeks
permanent   injunction  and  damages   (including   treble  damages  for  wilful
infringement).  Defendants'  answers to the  complaint  are due in early July of
2004.  It is  anticipated  that the answers  will include  multiple  affirmative
defences,  and  potentially,  counterclaims.  A trial  date  has not  been  set.
Discovery has not yet commenced. There can be no assurance that the Company will
be  successful  in this  litigation.  Even  if the  Company  is not  successful,
management  does not believe that there will be a significant  adverse  monetary
impact on the Company.


                                       19
<PAGE>


Item G.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         Exhibit No.    Exhibit
         31(a)          Certification of Elazar Rabbani,
                        Ph.D. pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.

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

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

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

         (b)      REPORTS ON FORM 8-K.

                  One Form 8-K dated March 16, 2004, furnished to the Securities
and Exchange  Commission  during the quarter  ended April 30, 2004,  pursuant to
Item 12 of Form 8-K. Pursuant to General Instruction B of Form 8-K,  information
furnished  pursuant  to Item 12 is not deemed to be "filed"  for the  purpose of
Section  18 of the  Securities  Exchange  Act of 1934,  is not  incorporated  by
reference  into this Report on Form 10-Q and Enzo does not intend to incorporate
that report on Form 8-K by reference into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934.


                                       20
<PAGE>


                                   SIGNATURES


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




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




Date: June 14, 2004                                by:  /s/ Barry Weiner
                                                        ----------------
                                                        Chief Financial Officer,