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        Sidley Austin LLP

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February 11, 2020

Via EDGAR, Email and Courier

Perry J. Hindin

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:
    Enzo Biochem, Inc.

Preliminary Proxy Statement filed on January 31, 2020

Definitive Additional Materials filed on February 7, 2020

Definitive Additional Materials filed on January 29, 2020

Definitive Additional Materials filed on January 8, 2020

File No. 001-09974

Dear Mr. Hindin:

On behalf of our client,
Enzo Biochem, Inc., a New York corporation (the “Company” or “we”), set forth
below are our responses to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated February 7, 2020, with respect
to the preliminary proxy statement on Schedule 14A filed with the Commission on January 31, 2020 and the definitive additional
materials filed on January 8, 2020, January 29, 2020 and February 7, 2020, File No. 001-09974.

Concurrently with the
submission of this letter, we have publicly filed a revised preliminary proxy supplement (the “Revised Preliminary
Proxy Supplement”) on Schedule 14A.

For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references
to page numbers and captions in our responses correspond to the Revised Preliminary Proxy Supplement unless otherwise specified.
Capitalized terms used in this response letter, but not defined herein, have the meanings given to them in the Revised Preliminary
Proxy Supplement.

Preliminary Proxy Statement Supplement
filed January 31, 2020

General

    1.
    We note disclosure on page 50 of the Company’s definitive proxy statement filed on December 5, 2019 that “…the Board reserves the right to adjourn or postpone the Annual Meeting for failure to obtain a quorum, for legitimate scheduling purposes or based on other circumstances that, in the Board’s belief, would cause such adjournments or postponements to be in the best interests of all Enzo shareholders” (emphasis added). With a view towards disclosure, please explain the difference between adjourning an annual meeting and postponing an annual meeting, describe what procedural requirements, if any, apply in order to (1) adjourn an annual meeting or (2) postpone an annual meeting and which term – adjourn or postpone – applies to the Company’s reference in its January 28, 2020 press release (filed on January 29, 2020 as Definitive Additional Materials under the cover of Schedule 14A) to “delay[ing]” the meeting until February 25. Please also advise whether the board can unilaterally postpone, adjourn or delay an annual meeting. Also disclose the consequences of adjourning a meeting as opposed to postponing or delaying a meeting under New York law and the Company’s governing documents. For example, please advise whether postponing or delaying the meeting would have required the Company to (1) reopen the advance notice window and allow parties to submit new proposals and (2) provide new notice to shareholders. Finally, please advise whether, under New York law and the Company’s governing documents, and assuming sufficient shares were represented at the meeting such that quorum could have been established, the Board could have unilaterally adjourned the meeting (1) without a shareholder vote or (2) if holders of the majority of shares present in person or by proxy at the annual meeting objected to such adjournment.

United States Securities and Exchange Commission

Division of Corporation Finance

February 11, 2020

Page 2

Response: The Company respectfully
acknowledges the Staff’s comment.

Taking into account direct feedback
received following significant investor outreach and engagement with its top shareholders, the Company made a series of changes
to the agenda for the 2019 Annual Meeting of Shareholders (the “Annual Meeting”), including adding a
proposal to amend the By-Laws to increase the size of the Company’s board of directors (the “Board”)
from five to six directors and to provide the Board discretion to further increase the size of the Board to seven. In the Company’s
January 28, 2020 press release (filed on January 29, 2020 as Definitive Additional Materials under the cover of Schedule 14A),
the Company stated that, in order to allow shareholders sufficient time to review proxy materials related to such material changes
in the agenda of the Annual Meeting, it would “delay” the Annual Meeting until February 25. No final decision had been
made regarding as to the legal method for delaying the Annual Meeting at the time the press release was issued on January 28, 2020.

The term “delay” can
and is frequently used to refer to both adjournments and postponements of a shareholder meeting:

“Public companies that
are seeking stockholder approval [ ] have sometimes found it desirable to delay a previously scheduled meeting of stockholders.
The company may wish to provide stockholders with additional time to consider new information … Adjournment is the most
traditional, and most accepted, method to delay a stockholder vote. In an adjournment, the meeting is convened without taking
a stockholder vote, but then reconvened at a later time and date. However, a stockholder meeting also can be postponed …
In a postponement, the previously scheduled
stockholder meeting is not convened, but is delayed to a subsequent time and date.1

1 Lois Herzeca
and Eduardo Gallardo, “Delaying Judgment Day: How to Defer Stockholder Votes in Contested M&A Transactions”, Insights:
The Corporate & Securities Law Advisor, vol. 26, no. 3 (March 2012) at 1 (emphasis added).

United States Securities and Exchange Commission

Division of Corporation Finance

February 11, 2020

Page 3

While no final decision between
the two methods had been made at the time the press release was issued on January 28, 2020, the Company believes that the consequences
of adjourning a meeting as opposed to postponing or delaying a meeting may differ in several respects under New York law and the
Company’s governing documents. For purposes of determining the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, NY BCL § 604(a) requires that the record date be set no more than sixty
days before the date of such meeting. As clarified by NY BCL § 604(c), “[w]hen a determination of shareholders of record
entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.” Thus, even though the meeting was delayed beyond sixty days from the record
date of December 3, 2019, the Company would not be required to reset the record date upon adjournment of the meeting. Furthermore,
under both NY BCL § 605(b) and under the Company’s By-Laws, unless the Board fixes a new record date for the adjourned
meeting, adjournment of a meeting does not require the Company to reopen the advance notice window or provide new notice to shareholders.
However, if the meeting were postponed rather than adjourned, the Company would be required to set a new record date not
more than 60 days prior to February 25, 2020 and provide new notice to shareholders. Lastly, Article I, Section 1 of the By-Laws
provides that the Company shall hold the annual shareholder meeting in January and in the event the Company doesn’t do so,
directs the Company to call a special meeting in lieu of the annual meeting.

Following issuance of the press
release on January 28, 2020, the Board considered the burden to shareholders that would result from setting a new record date for
the meeting. Namely, shareholders of record on December 3, 2019 could become inadvertently disenfranchised if a new record date
were set. In addition, a change in record date could create a perception that the Board intended to disenfranchise shareholders,
even though this was not the case. As a result, and given that many shareholders have already submitted proxies and voted on the
matters to be presented at the Annual Meeting, the Board determined it would be best to adjourn the meeting and leave the record
date unaffected by the delay. Moreover, under Article I, Section 1 of the By-Laws, a postponement beyond January 31, 2020, would
have required the Board to call a special meeting in lieu of the annual meeting; the Board was concerned that complying with this
highly unusual provision would have caused tremendous confusion among shareholders.

In response to the Staff’s
questions concerning the Board’s ability to unilaterally adjourn the meeting assuming quorum could have been established,
the Company respectfully informs the Staff a quorum was not, in fact, established at the meeting held on January 31, 2020 and that
no shareholder present at the meeting objected to adjournment of the meeting. Either way, the Board has the power to unilaterally
adjourn a shareholder meeting. Article I, Section 7 the By-Laws provides that the Chairman of the Board is the chairman of the
meeting: “At each meeting of the shareholders
of the Corporation, the Chairman of the Board, or in his absence or inability to act, the Vice Chairman of the Board, or in the
absence or inability to act of the Chairman of the Board and the Vice Chairman of the Board, the President, or in the absence or
inability to act of the Chairman of the Board, the Vice Chairman of the Board and the President, a Vice President, or in the absence
of all of the foregoing, any person chosen by a majority of those shareholders present, shall act as chairman of the meeting.”
Moreover, Article I, Section 8 of the By-Laws provides that the chairman of the meeting determines the order of business at all
meetings: “Order of Business. The order of business at all meetings of the shareholders shall be as determined by the
chairman of the meeting.” Consequently, the chairman of the meeting has the express power under the By-Laws, after convening
the meeting, to determine that a meeting be adjourned without conducting any business for some time period before reconvening the
meeting to conduct the remaining business. This power was also exercised in an equitable manner. In Mercier v. Inter-Tel (Delaware),
Inc. a 2007 case before the Delaware Court of Chancery on the matter of a delay of a shareholder vote, Vice Chancellor Leo
E. Strine, Jr. stated that “directors may reschedule a stockholders meeting where,” among other factors, the directors
“believe that the [proposal] is in the best interests of the stockholders … want more time to communicate with and
provide information to the stockholders before the stockholders vote … and [ ] reschedule the meeting within a reasonable
time period and do not preclude or coerce the stockholders from freely deciding…”2 In
such circumstances, “when directors believe that measures are in the stockholders’ best interests, they have a fiduciary
duty to pursue the implementation of those measures in an efficient fashion.”3 Given
the changes to the agenda, the Board believed that delaying the Annual Meeting was in the best interests of shareholders and did
so in the exercise of its fiduciary duties.

2 Mercier
v. Inter-Tel (Delaware), Inc., C.A. No. 2226-VCS, mem. op. (Del. Ch. Aug. 14, 2007) at 1.

3 Id.
at 42.

United States Securities and Exchange Commission

Division of Corporation Finance

February 11, 2020

Page 4

    2.
    Please advise us what date the Company had notified Broadridge that the annual meeting date was moved to February 25, 2020.

Response: The Company respectfully
clarifies that it did not advise Broadridge that the “annual meeting was moved” (emphasis added). Rather, on
January 29, 2020, the Company’s proxy solicitor, Kingsdale Advisors, notified Broadridge that the annual meeting date would
be adjourned to February 25, 2020. Please find enclosed a copy of the January 29, 2020 email from Kingsdale Advisors to Broadridge,
informing it about this change.

    3.
    With a view towards disclosure, please advise why, given the disclosure in the January 28, 2020 press release (filed on January 29, 2020 as Definitive Additional Materials under the cover of Schedule 14A) that the Company was delaying the annual meeting until February 25, 2020, the Company determined it necessary to hold the January 31 meeting in order to immediately adjourn to February 25, as opposed to simply postponing the meeting until February 25 without holding a meeting on January 31. Include in such response a discussion of any applicable requirements under New York law or the Company’s governing documents that obligated the Company to hold the January 31 meeting followed by an immediate adjournment as opposed to simply postponing the meeting without any further action of the Company. Please also indicate if (1) any shareholders other than the Company’s directors, executive officers, employees, their affiliates or any of their family members were in attendance at the January 31 meeting, and (2) quorum was established.

United States Securities and Exchange Commission

Division of Corporation Finance

February 11, 2020

Page 5

Response: The Company respectfully
acknowledges the Staff’s comment and informs the Staff that the Company determined it necessary to hold the January 31 meeting
in order to immediately adjourn to February 25, as opposed to simply postponing the meeting until February 25 without holding a
meeting on January 31, due to the same considerations described in response to the Staff’s first comment above.

The Company respectfully informs
the Staff that a quorum was not achieved at the meeting held on January 31, 2020 and other than the Company’s directors,
executive officers, employees, their affiliates or any of their family members, two shareholders were in attendance at the January
31 meeting.

    4.
    Please provide us on a supplemental basis a copy of the Company’s Certificate of Incorporation, including all amendments thereto, including:

    ·
    the Certificate of Incorporation

    ·
    Certificate of Incorporation, as amended on March 17, 19804

    ·
    Certificate of Amendment of the Certificate of Incorporation as amended on June

    ·
    16, 19815; and

    ·
    Certificate of Amendment to the Certificate of Incorporation as of July 22, 1988.

Response: The Company respectfully
acknowledges the Staff’s comment and has enclosed copies of the requested documents to accompany this letter.

Letter to Shareholders

    5.
    Disclosure here and in the Notice to Shareholders indicates that “[i]f you have already voted on the previously distributed white proxy card and you do not submit a GOLD proxy card or voting instruction form, your previously submitted proxy or voting instruction form will still be voted at the Annual Meeting.” Please supplement the disclosure in these locations to indicate the same applies with respect to a previously submitted blue proxy card provided by Harbert.

Response: The Company respectfully
acknowledges the Staff’s comment and has revised the Revised Preliminary Proxy Supplement accordingly.

    6.
    Disclosure in the letter to shareholders (page 3) indicates that “[w]hile the Board makes no recommendation on the election of the Harbert Nominees as Class II Directors, the Board is not nominating any opposing candidates, essentially assuring the election of the Harbert Nominees…” Similar disclosure appears in the Notice of Annual Meeting (page 6) and on pages 7, 10, 17 and 22. Please revise the disclosure in each of these locations to indicate that (1) shareholders voting the GOLD prox