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 April 30, 2005

                                       or

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

For the transition period from _______________ to ______________

                          Commission File Number 1-9974

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

New York                                                         13-2866202
--------------------                                         -------------------
(State or Other Jurisdiction                                   (IRS. 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 20,  2005  the  Registrant  had  32,137,300  shares  of  Common  Stock
outstanding.

<PAGE>


                               ENZO BIOCHEM, INC.
                                    FORM 10-Q
                                 April 30, 2005

                                      INDEX
                                      -----


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

Item 1.  Financial Statements

         Consolidated Balance Sheets
         April 30, 2005 (unaudited) and July 31, 2004                          3

         Consolidated Statements of Operations
         For the three and nine months ended April 30, 2005
         and 2004 (unaudited)                                                  4

         Consolidated Statements of Cash Flows
         For the nine months ended April 30, 2005 and 2004 (unaudited)         5

         Notes to Consolidated Financial Statements                            6

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           16

Item 4.  Controls and Procedures                                              16

                           Part II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings                                                    17

Item 6.  Exhibits                                                             20

Signatures                                                                    20

                                       2
<PAGE>


                               ENZO BIOCHEM, INC.
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

ASSETS                                                     April 30,
                                                             2005      July 31,
Current assets:                                           (unaudited)    2004
                                                           ---------   --------
   Cash and cash equivalents .............................. $ 73,593   $ 54,499
   Marketable securities ..................................    6,680     17,242
   Accounts receivable, less allowance for
      doubtful accounts ...................................   14,096     14,794
   Income tax receivable ..................................    4,143      3,907
   Inventories ............................................    2,910      3,434
   Prepaid expenses .......................................    1,638      1,833
   Prepaid taxes ..........................................      303         --
   Deferred taxes .........................................      785      1,975
                                                            --------   --------
Total current assets ......................................  104,148     97,684
Property and equipment, at cost less accumulated
   depreciation and amortization ..........................    2,681      2,414
Goodwill ..................................................    7,452      7,452
Patent costs, less accumulated amortization ...............    1,670      2,624
Other .....................................................      165        160
                                                            --------   --------
                                                            $116,116   $110,334
                                                            ========   ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Trade accounts payable ................................. $  1,209   $  2,092
   Deferred revenue .......................................      955         --
   Accrued legal fees .....................................    1,163      2,051
   Accrued payroll ........................................      721        258
   Other accrued expenses .................................    1,139        711
   Accrued research and development expenses ..............       90        225
   Installment payable ....................................      150         --
   Deferred rent ..........................................       --         87
                                                            --------   --------
Total current liabilities .................................    5,427      5,424

Deferred taxes ............................................      446        444
Long term installment payable .............................      150        300
Commitments and contingencies
Stockholders' equity:
   Preferred Stock, $.01 par value; authorized
      25,000,000 shares; no shares issued
      or outstanding
   Common Stock, $.01 par value; authorized
      75,000,000 shares; shares issued: 32,521,746 at
      April 30, 2005 and 30,864,800 at July 31, 2004 ......      325        309
   Additional paid-in capital .............................  230,999    205,920
   Less treasury stock at cost: 384,451 shares at
      April 30, 2005 and 349,900 shares at July 31, 2004 ..   (5,994)    (5,669)
   Accumulated deficit .................................... (115,116)   (96,148)
   Accumulated other comprehensive loss ...................     (121)      (246)
                                                            --------   --------
Total stockholders' equity ................................  110,093    104,166
                                                            --------   --------
                                                            $116,116   $110,334
                                                            ========   ========

                                       3
<PAGE>


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

<TABLE>
<CAPTION>
                                                        Three Months Ended     Nine Months Ended
                                                              April 30,            April 30,
Revenues:                                                  2005      2004       2005       2004
                                                         -------    ------    -------    -------
<S>                                                      <C>        <C>        <C>       <C>
   Research product revenues and royalty income ......   $ 2,385    $4,215     $8,112    $10,942
   Clinical laboratory services ......................     8,615     7,550     24,423     22,123
                                                         -------    ------    -------    -------
                                                          11,000    11,765     32,535     33,065

Costs and expenses and other (income):
   Cost of research product revenues .................       535       441      1,665      1,238
   Cost of clinical laboratory services ..............     3,430     2,619      9,203      7,457
   Research and development expense ..................     2,208     2,073      6,450      6,354
   Selling, general and administrative expenses ......     5,459     3,643     14,334     10,911
   Provision for uncollectible accounts receivable ...       950     2,849      3,573      8,354
   Legal expense .....................................     1,387     1,337      3,690      4,116
   Interest income ...................................      (416)     (306)    (1,055)      (902)
   Gain on patent litigation settlement ..............        --        --    (14,000)       --
                                                         -------    ------    -------    -------
                                                          13,553    12,656     23,860     37,528

(Loss) income before income taxes ....................    (2,553)     (891)     8,675     (4,463)
Benefit (provision) for income taxes .................     1,056       431     (3,680)     2,224
                                                         -------    ------    -------    -------
Net (loss) income ....................................   ($1,497)   ($ 460)    $4,995    ($2,239)
                                                         =======    ======    =======    =======

Net (loss) income per common share:
   Basic .............................................   ($ 0.05)   ($0.01)    $ 0.16    ($ 0.07)
                                                         =======    ======    =======    =======
   Diluted ...........................................   ($ 0.05)   ($0.01)    $ 0.15    ($ 0.07)
                                                         =======    ======    =======    =======

Denominator for per share calculation:
   Basic .............................................    32,122    31,713     32,082     31,586
                                                         =======    ======    =======    =======
   Diluted ...........................................    32,122    31,713     32,745     31,586
                                                         =======    ======    =======    =======
</TABLE>

                                       4
<PAGE>

                               ENZO BIOCHEM, INC
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                 (In thousands)

                                                               Nine Months Ended
                                                                    April 30,
Cash flows from operating activities:                           2005      2004
                                                              -------    ------
   Net income (loss) ......................................   $4,995    ($2,239)
   Adjustments to reconcile net income (loss) to net cash
        provided by/(used in) operating activities:
     Depreciation and amortization of property and
        equipment .........................................      688        793
     Amortization of deferred patent costs.................      979        900
     Provision for uncollectible accounts receivable.......    3,573      8,354
     Issuance of stock for 401 K plan......................      352        282
     Deferred rent.........................................      (87)      (174)
     Deferred taxes........................................    1,192     (2,010)
     Loss on sales of marketable securities................      200         --

     Changes in operating assets and liabilities:
        Accounts receivable before provision for
           uncollectible amounts...........................   (2,875)    (8,274)
        Inventories........................................      524        375
        Income taxes receivable............................     (236)      (695)
        Prepaid expenses...................................      195        581
        Prepaid taxes......................................     (303)       415
        Trade accounts payable and other accrued expenses..     (455)      (191)
        Accrued research and development expenses..........     (135)      (398)
        Deferred revenue...................................      955         --
        Accrued legal fees.................................     (888)      (105)
        Accrued payroll....................................      463       (222)
                                                             -------    -------
        Total adjustments..................................    4,142       (369)
                                                             -------    -------
           Net cash provided by (used in)
              operating activities.........................    9,137     (2,608)
                                                             -------    -------
Cash flows from investing activities:
   Capital expenditures....................................     (955)      (938)
   Patent costs deferred...................................      (25)      (414)
   Sales (purchases) of marketable securities, net.........   10,594       (287)
   Security deposits.......................................       (5)         4
                                                             -------    -------
     Net cash provided by (used in) investing activities...    9,609     (1,635)
                                                             -------    -------
Cash flows from financing activities:
   Proceeds from the exercise of stock options.............      348        841
   Proceeds from insurance loss............................       --         13
                                                             -------    -------
     Net cash provided by financing activities.............      348        854
                                                             -------    -------
Net increase (decrease) in cash and cash equivalents.......   19,094     (3,389)
Cash and cash equivalents at the beginning of the period...   54,499     63,268
                                                             -------    -------
Cash and cash equivalents at the end of the period.........  $73,593    $59,879
                                                             =======    =======

Supplemental Disclosure for Statement of Cash Flows
---------------------------------------------------

In April  2004,  certain  officers  of the  Company  exercised  incentive  stock
options.  The Company issued  769,290  shares of common stock,  and the Officers
exchanged  matured  shares.  The Company  recorded the 367,395 shares  received,
adjusted, as treasury stock.

In December 2004, a director of the Company  exercised  incentive stock options.
The Company  issued 31,660 shares of commons stock,  and the director  exchanged
matured  shares.  The company  recorded the 17,056  shares  received as treasury
stock.


                                       5
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2005
                                   (Unaudited)

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

The consolidated  financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating results for the interim periods. The consolidated financial statements
should be read in conjunction with the consolidated financial statements for the
year ended July 31, 2004 and notes  thereto  contained in the  Company's  Annual
Report on Form 10-K filed  with the  Securities  and  Exchange  Commission.  The
results  of  operations  for the  nine  months  ended  April  30,  2005  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending July 31, 2005.

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

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

Note 2. Stock Based Compensation Plans
--------------------------------------

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

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

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


The  following  table  illustrates  the effect on net  (loss)  income and (loss)
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, 2005 and 2004:

                                       6
<PAGE>


                                        Three months ended    Nine months ended
(In thousands, except for share data)        April 30,            April 30,
                                          2005       2004      2005       2004
                                        -------    -------    ------    -------
Reported net (loss) income .........    ($1,497)   ($  460)   $4,995    ($2,239)
Pro forma compensation expense .....     (1,101)      (983)   (3,133)    (2,285)
                                        -------    -------    ------    -------
Pro forma net (loss) income ........    ($2,598)   ($1,443)   $1,862    ($4,524)
                                        =======    =======    ======    =======

(Loss) earnings per share:
   Basic - as reported .............      ($.05)     ($.01)     $.16      ($.07)
   Basic - pro forma ...............      ($.08)     ($.05)     $.06      ($.14)

   Diluted - as reported ...........      ($.05)     ($.01)     $.15      ($.07)
   Diluted - pro forma .............      ($.08)     ($.05)     $.06      ($.14)


The Company applies SFAS No. 128, "Earnings per Share." SFAS No. 128 establishes
standards  for  computing and  presenting  earnings per share.  Basic net (loss)
income per share  represents net (loss) income  divided by the weighted  average
number of common shares  outstanding  during the period.  The dilutive effect of
potential common shares,  consisting of outstanding stock options, is determined
using the  treasury  stock  method in  accordance  with  SFAS No.  128.  Diluted
weighted  average shares  outstanding for the three and nine month periods ended
April 30, 2004 and for the three  months ended April 30, 2005 do not include the
potential  common  shares  from stock  options  because to do so would have been
antidilutive.  Accordingly,  basic  and  diluted  net loss per  share  for those
periods is the same. The following table sets forth the computation of basic and
diluted net (loss) income per share pursuant to SFAS 128.

<TABLE>
<CAPTION>
                                                   Three months ended       Nine months ended
(In thousands, except for share data)                    April 30,               April 30,
                                                     2005        2004        2005        2004
                                                   -------     -------     -------    --------
<S>                                                <C>           <C>        <C>        <C>
Numerator:
   Net (loss) income for numerator for
   basic and diluted earnings per common share     ($1,497)      ($460)     $4,995     ($2,239)
                                                   =======     =======     =======    ========

Denominator:
   Denominator for basic earnings per common
   equivalent share during the period               32,122      31,713      32,082      31,586

Effect of dilutive employee and director
stock options and warrants                              --          --         663          --
                                                   -------     -------     -------    --------

Denominator for diluted (loss) earnings per
common equivalent share and assumed conversions     32,122      31,713      32,745      31,586
                                                   =======     =======     =======    ========

Basic net (loss) income per share                    ($.05)      ($.01)       $.16       ($.07)
                                                   =======     =======     =======    ========

Diluted net (loss) income per share                  ($.05)      ($.01)       $.15       ($.07)
                                                   =======     =======     =======    ========
</TABLE>

                                       7
<PAGE>


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

                                                    Three months    Nine months
                                                        ended           ended
(In thousands)                                        April 30,       April 30,
                                                    2005    2004    2005    2004
                                                    ----    ----    ----    ----
Employee and director stock options and warrants     639     617      --     916


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

Note 3.  Inventories

Inventories consist of the following, as of:

  (in thousands)                        April 30, 2005    July 31, 2004
  --------------                        --------------    -------------
  Raw Materials                                    $72             $125
  Work in process                                1,628            2,188
  Finished products                              1,210            1,121
                                                ------           ------
                                                $2,910           $3,434
                                                ======           ======


Note 4. Gain on Patent Litigation Settlement
--------------------------------------------

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

                                       8
<PAGE>


                               ENZO BIOCHEM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2005
                                   (Unaudited)

Note 5 - 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 and sells products derived from these activities. The
clinical reference  laboratories  provide diagnostic services to the health care
community.  The Company  evaluates  segment  performance based on segment income
(loss) before taxes.  Costs excluded from segment income (loss) before taxes and
reported as other consist of corporate  general and  administrative  costs which
are not  allocable to the two  reportable  segments.  Management  of the Company
assesses assets on a consolidated basis only and therefore, assets by reportable
segment have not been included in the reportable segments below.

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

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

                                          THREE MONTHS ENDED    THREE MONTHS ENDED      THREE MONTHS ENDED      THREE MONTHS ENDED
                                               APRIL 30,             APRIL 30,               APRIL 30,               APRIL 30,
Operating revenues:                        2005        2004       2005       2004        2005        2004        2005        2004
                                         -------     -------    -------    -------     -------     -------     -------     -------
<S>                                      <C>         <C>         <C>       <C>          <C>         <C>        <C>          <C>
Research product revenues                 $2,385      $4,215         --         --          --          --      $2,385      $4,215
Clinical laboratory services                  --          --      8,615     $7,550          --          --      $8,615       7,550
Cost and expenses and other (income):
Cost of research product revenues            535         441         --         --          --          --         535         441
Cost of clinical laboratory services          --          --      3,430      2,619          --          --       3,430       2,619
Research and development expense           2,208       2,073         --         --          --          --       2,208       2,073
Provision for uncollectible accounts
  receivable                                  --          --        950      2,849          --          --         950       2,849
Other costs and expenses                     659         642      3,361      2,396       2,826       1,942       6,846       4,980
Interest income                               --          --         --         --        (416)       (306)       (416)       (306)
                                         -------     -------    -------    -------     -------     -------     -------     -------
(Loss) Income  before income taxes        (1,017)      1,059        874       (314)     (2,410)     (1,636)     (2,553)       (891)
                                         =======     =======    =======    =======     =======     =======     =======     =======

<CAPTION>
                                          NINE MONTHS ENDED      NINE MONTHS ENDED      NINE MONTHS ENDED       NINE MONTHS ENDED
                                               APRIL 30,              APRIL 30,              APRIL 30,               APRIL 30,
Operating revenues:                        2005        2004       2005       2004        2005        2004        2005        2004
                                         -------     -------    -------    -------     -------     -------     -------     -------
<S>                                      <C>         <C>         <C>       <C>          <C>         <C>        <C>          <C>
Research product revenues                 $8,112     $10,942         --         --          --          --       8,112      10,942
Clinical laboratory services                  --          --     24,423    $22,123          --          --      24,423      22,123

Cost and expenses and other (income):
Cost of research product revenues          1,665       1,238         --         --          --          --       1,665       1,238
Cost of clinical laboratory services          --          --      9,203      7,457          --          --       9,203       7,457
Research and development expense           6,450       6,354         --         --          --          --       6,450       6,354
Provision for uncollectible accounts
  receivable                                  --          --      3,573      8,354          --          --       3,573       8,354
Other costs and expenses                   1,918       1,740      9,228      7,053       6,878       6,234      18,024      15,027
Interest income                               --          --         --         --      (1,055)       (902)     (1,055)       (902)
Gain on patent litigation settlement     (14,000)         --         --         --          --          --     (14,000)         --
                                         -------     -------    -------    -------     -------     -------     -------     -------
Income (loss) before income taxes         12,079      $1,610      2,419       (741)     (5,823)     (5,332)      8,675      (4,463)
                                         =======     =======    =======    =======     =======     =======     =======     =======
</TABLE>

                                       9
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

The following  discussion  of our financial  condition and results of operations
should be read in conjunction  with our financial  statements and related notes.
This  discussion  contains  forward-looking  statements  that involve  risks and
uncertainties. Our actual results could differ materially from those anticipated
in  these  forward-looking   statements.  See  "Forward-Looking  and  Cautionary
Statements." in our Form 10-K for the year ended July 31, 2004. Because of those
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 5 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.  The other
source  of  revenue  has been from the  clinical  reference  laboratory  service
market. Clinical laboratory services are provided to patients covered by various
third party insurance programs, including Medicare, and to patients who are self
payers.  Clinical laboratory services revenues are net of contractual  discounts
and  allowances,  which is the  difference  between  services  invoiced  and the
estimated payment expected from Medicare and third party insurance programs. The
clinical  laboratory is subject to seasonal  fluctuations in operating  results.
Volume of testing  generally  declines  during the summer  months,  the year-end
holiday period 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,  2005  and  2004,  respectively,
approximately 25% and 33% of the Company's  operating revenues were derived from
research  product sales and royalty  income and  approximately  75% and 67% were
derived from clinical laboratory services.

LIQUIDITY AND CAPITAL RESOURCES

At April 30,  2005,  our cash and cash  equivalents  and  marketable  securities
totaled  $80.3  million,  an increase of $8.5 million from July 31, 2004. We had
working  capital of $98.7 million at April 30, 2005 compared to $92.3 million at
July 31, 2004.

Net cash provided by operating  activities for the nine month period ended April
30,  2005 was  approximately  $9.1  million  as  compared  to net  cash  used in
operating activities of ($2.6) million for the nine month period ended April 30,
2004.  The increase in net cash provided by operating  activities  was primarily
due to net income in the 2005 period  resulting  from a  settlement  and license
agreement  with  Digene  Corporation  as  compared  to the net  loss in the 2004
period.

                                       10
<PAGE>


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

Net cash provided by investing  activities was approximately $9.6 million during
the nine months ended April 30, 2005,  as compared to net cash used in investing
activities of ($1.6)  during the nine months ended April 30, 2004.  The increase
during the 2005 period was  primarily  the result of the net sales of marketable
securities totaling $10.6 million. Net cash provided by financing activities was
approximately  $0.3  million  during the nine months  ended April 30,  2005,  as
compared to $0.9 during the nine months ended April 30, 2004.  The cash provided
in both periods was primarily from the exercise of stock options. There was less
option exercise activity during the 2005 period than the 2004 period.

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

CRITICAL ACCOUNTING POLICIES

GENERAL

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

REVENUE RECOGNITION

Revenues from the clinical reference laboratory are recognized when services are
provided.  The  Company's  revenue is based on amounts  billed or  billable  for
services  rendered,  net of contractual  adjustments and other arrangements made
with third-party  payers to provide

                                       11
<PAGE>


services at less than established billing rates.  Revenues from research product
sales,  excluding certain  non-exclusive  distribution  agreement revenues,  are
recognized when the products are shipped.

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

CONTRACTUAL ALLOWANCES

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

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company's ability to collect outstanding receivables from third party payers
is critical to its operating  performance and cash flows. The primary collection
risk lies with  uninsured  patients or patients for whom primary  insurance  has
paid but a patient  portion  remains  outstanding.  The  Company  estimates  the
allowance  for doubtful  accounts  primarily  based upon the age of the accounts
since invoice date.  The Company  continually  monitors its accounts  receivable
balances  and  utilizes  cash  collections  data to  support  the  basis for its
estimates of the provision for doubtful accounts.  Significant  changes in payer
mix or regulations  could have a significant  impact on the Company's results of
operations and cash flows. In addition, the Company has implemented a process to
estimate and review the collections of its receivables  based on the period they
have been outstanding.  Historical collection and payer 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

                                       12
<PAGE>


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

IMPAIRMENT OF LONG-LIVED ASSETS

The  Company  evaluates  the  requirement  to  recognize  impairment  losses  on
long-lived  assets used in operations  when indicators of impairment are present
and the  undiscounted  cash flows  estimated to be generated by those assets are
less than the assets' carrying amount. As of April 30, 2005, the Company has not
recorded an impairment charge.

RESULTS OF OPERATIONS

The following  discussion  compares the results of operations  for the three and
nine months ended April 30, 2005 and 2004, respectively.

RESEARCH PRODUCT REVENUES
-------------------------

Research  product revenues and royalty income were $2.4 million during the three
months ended April 30, 2005,  compared to $4.2 million during the same period in
2004, a decrease of $1.8 million or 43%. The decrease was  primarily  due to the
failure of certain  distributors  to provide the Company with sales  information
relating to their sales of the Company's products and the inability,  therefore,
of the Company to  recognize  any revenue from such sales,  partially  offset by
royalty income from Digene. See Legal Proceedings.

Research  product  revenues and royalty  income was $8.1 million during the nine
months ended April 30, 2005, compared to $10.9 million during the same period in
2004, a decrease of $2.8 million or 25%. As with the third quarter, the decrease
was primarily due to the failure of certain  distributors to provide the Company
with sales information relating to their sales of the Company's products and the
inability,  therefore,  of the Company to recognize any revenue from such sales,
partially offset by royalty income from Digene. See Legal Proceedings.

CLINICAL LABORATORY SERVICES
----------------------------

Clinical  laboratory  revenues  were $8.6 million  during the three months ended
April 30,  2005,  compared to $7.5  million  during the same period in 2004,  an
increase of $1.1 million or 14%,  primarily due to the increase in the number of
customer accounts being serviced.

Clinical  laboratory  revenues were $24.4  million  during in the nine months of
fiscal  2005,  compared  to $22.1  million  during the same  period in 2004,  an
increase of $2.3 million or 10%,  primarily due to the increase in the number of
customer accounts being serviced.

COST OF RESEARCH PRODUCT REVENUES
---------------------------------

The cost of research  products revenues was $0.5 million during the three months
ended April 30, 2005,  compared to $0.4 million  during the same period in 2004,
an increase of $0.1  million,  primarily  due to certain new products  currently
being manufactured and the higher costs associated with these new products.

The cost of research  products  revenues was $1.6 million during the nine months
ended April 30, 2005,  compared to $1.2 million  during the same period in 2004,
an increase of $0.4 million,

                                       13
<PAGE>


primarily  due to certain new  products  currently  being  manufactured  and the
higher costs associated with these new products.

COST OF CLINICAL LABORATORY SERVICES
------------------------------------

The cost of  clinical  laboratory  services  was $3.4  million  during the three
months ended April 30, 2005,  compared to $2.6 million during the same period in
2004, an increase of $0.8 million or 31% primarily due to higher costs  incurred
to perform certain esoteric tests and the increased number of tests performed.

The cost of clinical laboratory services was $9.2 million during the nine months
ended April 30, 2005,  compared to $7.5 million  during the same period in 2004,
an increase of $1.7 million or 23%,  primarily  due to higher costs  incurred to
perform certain esoteric tests and the increased number of tests performed.

RESEARCH AND DEVELOPMENT EXPENSE
--------------------------------

Research and  development  expenses  were $2.2  million  during the three months
ended April 30, 2005,  compared to $2.1 million  during the same period in 2004,
an increase of $0.1 million or 7% primarily  due to increases in clinical  trial
study costs for the development of therapeutic products.

Research and development expenses were $6.5 million during the nine months ended
April 30,  2005,  compared to $6.4  million  during the same period in 2004,  an
increase of $0.1  million or 2% primarily  due to  increases  in clinical  trial
study costs for the development of therapeutic products.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
-------------------------------------------

Selling,  general and administrative expenses were $5.4 million during the three
months ended April 30, 2005,  compared to $3.6 million during the same period in
2004,  an increase of $1.8 million or 50%. The increase was  primarily due to an
increase in direct selling  expenditures for our clinical  reference  laboratory
and life science divisions,  an increase in information technology costs for the
expansion of the data processing  connectivity  program and infrastructure,  and
accounting related fees for the compliance with Sarbannes-Oxley regulations.

Selling,  general and administrative expenses were $14.3 million during the nine
months ended April 30, 2005, compared to $10.9 million during the same period in
2004,  an increase of $3.4 million or 31%. The increase was  primarily due to an
increase in direct selling  expenditures for our clinical  reference  laboratory
and life science divisions,  an increase in information technology costs for the
expansion of the data processing  connectivity  program and infrastructure,  and
accounting related fees for the compliance with Sarbannes-Oxley regulations.

LEGAL EXPENSE
-------------

The  Company's  legal  expenses  were $1.3 million  during both the three months
ended April 30, 2005 and 2004.

The Company's  legal  expenses  during the nine months ended April 30, 2005 were
$3.7  million,  compared to $4.1 million in the 2004 period,  a decrease of $0.4
million.  The decrease is  primarily  due to the  reduction of legal  activities
because of the settlement with Digene Corporation during the first quarter ended
October 31, 2004.

                                       14
<PAGE>


PROVISION FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE
-----------------------------------------------

The Company's  provision for uncollectible  accounts  receivable in the clinical
reference  laboratory  segment  during the three months ended April 30, 2005 was
$0.9  million,  compared  to $2.8  million  during  the same  period in 2004,  a
decrease  of  $1.9  million  or  67%.  The   percentage  of  the  provision  for
uncollectible  accounts  receivable  as  a  proportion  of  clinical  laboratory
services  revenues  decreased  to 11% for the 2005 period as compared to 44% for
the 2004 period.  This  decrease was  primarily  due to the change in the mix of
payers.

The Company's  provision for uncollectible  accounts  receivable in the clinical
reference  laboratory  segment  during the nine months  ended April 30, 2005 was
$3.6  million,  compared  to $8.4  million  during  the same  period in 2004,  a
decrease  of  $4.8  million  or  57%.  The   percentage  of  the  provision  for
uncollectible  accounts  receivable  as  a  proportion  of  clinical  laboratory
services  revenues  decreased  to 11% for the 2005 period as compared to 44% for
the 2004 period.  This  decrease was  primarily  due to the change in the mix of
payers.

INTEREST INCOME
---------------

The Company earns interest on its cash balances by investing  primarily in money
market funds and short term (90 days or less)  financial  instruments  with high
credit ratings.

Interest  income  increased $0.1 million to $0.4 million during the three months
ended April 30, 2005,  compared to $0.3 million  during the same period in 2004.
The increase was due to larger amounts of cash available for investment.

Interest income increased $0.2 million to $1.1 million during the nine months of
fiscal  2005 as  compared to $0.9  million  during the same period in 2004.  The
increase was due to larger amounts of cash available for investment.

GAIN ON PATENT LITIGATION SETTLEMENT
------------------------------------

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

BENEFIT (PROVISION) FOR INCOME TAXES
------------------------------------

For the three  months  ended April 30,  2005 the Company  recorded a benefit for
income taxes of $1.1 million which was based on the combined  effective federal,
state and  local  income  tax rates  applied  to the loss  before  taxes for the
period.

                                       15
<PAGE>


For the nine months  ended April 30, 2005 the Company  recorded a provision  for
income taxes of $3.7 million which was based on the combined  effective federal,
state and local income tax rates applied to the income before taxes for the nine
month period.

The  provision  for income taxes for the nine months ended April 30, 2005, at an
effective rate of 42%, was different from the U.S. federal statutory rate of 34%
due to state  income  taxes,  net of federal tax  deduction  (5%),  expenses not
deductible  for  income tax return  purposes  (1%),  and the effect of state net
operating loss carryforwards (2%).

SEGMENT (LOSS) INCOME BEFORE INCOME TAXES -
THREE MONTHS ENDED APRIL 30, 2005 VS. 2004
-------------------------------------------

The research and  development  segment's  (loss)  income before income taxes was
(1.0) million  compared to $1.1 million in the 2004 period.  The decrease in the
fiscal  2005  period is  primarily  the result of a decline  of $1.8  million in
research product revenues.  The Company is not recording revenue on the sales of
certain licensed products due to the ongoing dispute with certain  distributors.
The clinical  reference  laboratory  segment's income (loss) before income taxes
was $0.9 million versus a loss of ($0.3) million. This increase is due to higher
revenues, due to the increase in the number of customer accounts being serviced,
and a lower provision for uncollectible  accounts,  due to the change in the mix
of payers.  The Other  segment's  (loss) before income taxes was ($2.4)  million
versus ($1.6)  million in the 2004 period,  primarily due to accounting  related
fees for the compliance  with  Sarbannes-Oxley  regulations  not incurred in the
2004 period.

SEGMENT (LOSS) INCOME BEFORE INCOME TAXES -
NINE MONTHS ENDED APRIL 30, 2005 VS. 2004
-------------------------------------------

The research and  development  segment's  income  before  income taxes was $12.1
million compared to $1.6 million in the 2004 period.  The increase in the fiscal
2005 period resulted from the $14 million gain from the Digene agreement reached
during the first fiscal  quarter ended October 31, 2004.  This gain is partially
offset by a decline in research product revenues due to the ongoing dispute with
certain  distributors on the sales of certain  licensed  products.  The clinical
reference  laboratory  segment's  income  (loss)  before  income  taxes was $2.4
million  versus  a loss  of  ($0.7)  million.  This  increase  is due to  higher
revenues, due to the increase in the number of customer accounts being serviced,
and a lower provision for uncollectible  accounts,  due to the change in the mix
of payers.  The Other  segment's  (loss) before income taxes was ($5.8)  million
versus ($5.3)  million in the 2004 period,  primarily due to accounting  related
fees for the compliance  with  Sarbannes-Oxley  regulations  not incurred in the
2004 period.

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

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  were  reached  with  bioMerieux  and  Chugai;  the
settlements  did not have a material  monetary  impact on the  Company.  In July
2004,  the  district  court  again  granted  another  motion  by  the  remaining
defendants  (Gen-Probe  and Becton  Dickinson)  that all claims of the Company's
patent are invalid. The Company has filed an appeal of that judgment.  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
Glaser v. Hyman Gross,  Barry Weiner,  Enzo  Biochemical  Inc.,  Elazar Rabbani,
Shahram Rabbani, John Delucca, Dena Engelhardt, Richard Keating, Doug Yates, and
Does I-50,  Case No.  CA-02-1242-A,  in the U.S.  District Court for the Eastern
District of Virginia. This complaint was filed by an investor in the Company who
had filed for  bankruptcy  protection  and his  family.  The  complaint  alleged
securities fraud, breach of fiduciary duty, conspiracy, and common law fraud and
sought in excess of $150 million in damages.  On August 22, 2002,  the complaint
was voluntarily dismissed; however a new

                                       17
<PAGE>


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. Plaintiffs thereafter appealed the
decision to the United States Court of Appeals for the Fourth Circuit.  On March
21, 2005, the Fourth Circuit  affirmed the lower Court's prior  dismissal of all
claims asserted in the action, with the sole exception of a portion of the claim
for common law fraud and remanded  that  remaining  portion of the action to the
U.S.  District  Court for the Eastern  District of  Virginia.  On May 20,  2005,
defendants  again moved the District Court to dismiss the sole  remaining  claim
before it and that motion is presently  pending before the Court.  Discovery has
not yet begun in the action but will proceed quickly if the  defendants'  motion
is denied.  The Company  continues to believe,  in any event, that the complaint
has no merit whatsoever and intends to continue to defend the action vigorously.

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.,  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.
The defendants have answered the individual complaints and asserted a variety of
affirmative  defenses and  counterclaims.  Fact and expert discovery is ongoing.
The Court  will  conduct a claim  construction  ("Markman")  hearing on June 30,
2005.  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.
A trial date has not been set.  The Company did not record any revenue  from any
of the above companies in the three months ended April 30, 2005

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

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<PAGE>


certain of Enzo's  patents are  invalid.  The  Affymetrix  complaint  also seeks
damages for alleged breach of the parties' agreement,  unfair  competition,  and
tortiuous  interference,  as well as  injunctive  relief.  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. The Affymetrix action has
been consolidated with the Amersham,  et al cases for the purposes of discovery.
The Company did not record any revenue  from  Affymetrix  during the nine months
ended April 30, 2005 and 2004

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  was filed after Enzo  rejected  Roche's
latest cash offer to settle Enzo's  claims for,  INTER ALIA,  alleged  breach of
contract and  misappropriation of Enzo's assets. The complaint seeks declaratory
judgment (i) of patent  invalidity  with respect to U.S.  Patent No.  4,994,373,
(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 has  vigorously  responded  to such  action  with
appropriate  affirmative  defenses and counterclaims.  The Roche action has been
consolidated with the Amersham, et al cases for discovery.  A trial date has not
been set.  The  Company did not record any  revenue  from Roche  during the nine
months ended April 30, 2005.

On June  7,  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 is 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  answered the complaint on July 29, 2004.  The answer
pleads  affirmative  defences  of  invalidity,  estoppel  and laches and asserts
counterclaims of non-infringement and invalidity. A trial date has not been set.
Discovery  commences on September 15, 2004.  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.  The Company  did not record any revenue  from
either of the above during the nine months ended April 30, 2005 and 2004.

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<PAGE>


ITEM 6.  EXHIBITS
         ---------

         Exhibit No.       Exhibit
         -----------       -------

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

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

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

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


                                   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 7, 2005                      by:   /s/Barry Weiner
                                              ---------------
                                              Chief Financial Officer


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