ENZON INC
S-3/A, 1996-05-06
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                          ON MAY 6, 1996
    
                                        REGISTRATION NO. 333-1535
_________________________________________________________________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                                   
                      AMENDMENT NO. 3 TO     
                             FORM S-3
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933

                            ENZON, INC.
      (Exact name of registrant as specified in its charter)

            DELAWARE                            22-2372868
       (State or other juris-             (I.R.S. Employer
       diction of incorporation         Identification No.)
       or organization)

        20 Kingsbridge Road, Piscataway, New Jersey  08854
                          (908) 980-4500
   (Address, including zip code, and telephone number, including
      area code, of registrant's principal executive offices)

                         JOHN CARUSO, ESQ.
              VICE PRESIDENT, BUSINESS DEVELOPMENT,
                   GENERAL COUNSEL AND SECRETARY
                            ENZON, INC.
        20 KINGSBRIDGE ROAD, PISCATAWAY, NEW JERSEY  08854
                          (908) 980-4500

     (Name, address, including zip code, and telephone number,
            including area code, of agent for service)

                            Copies to:

                      KEVIN T. COLLINS, ESQ.
                          ROSS & HARDIES
          65 EAST 55TH STREET, NEW YORK, NEW YORK  10022
                          (212) 421-5555


     Approximate date  of  commencement of proposed sale to the public:  As
soon as practicable after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant  to dividend or interest  reinvestment  plans,  please  check  the
following box.  [ ]

     If any securities being registered on this Form are to be offered on a
delayed or  continuous  basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities  offered only in connection with dividend or
interest reinvestment plans, check the following box.  [X]

     If  this  Form  is  filed to register  additional  securities  for  an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the  Securities Act registration statement number of
the earlier effective registration statement for the same offering. [  ]

     If this Form is a post-effective  amendment  filed  pursuant  to  Rule
462(b)  under  the  Securities  Act,  check  the following box and list the
securities   registration  statement  number  of  the   earlier   effective
registration statement for the same offering [  ]

     If delivery  of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]



<PAGE>
                  CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                               Proposed Maximum
Title of Each Class of                        Offering Price Per    Proposed Maximum
   Securities to be                                  Share         Aggregate Offering         Amount of
      Registered            Amount to be                                  Price           Registration Fee
                             Registered
<S>                    <C>                    <C>                <C>                    <C>
Common Stock                     1,361,557         $4.75(1)          $6,467,396   $2,230
$.01 par value
per share
Common Stock                  3,755,868(2)         $4.75(1)         $17,840,373   $6,152
$.01 par value
per share
Common Stock                    838,686(3)         $4.75(1)          $3,983,759   $1,374
$.01 par value
per share
Common Stock                    164,233(4)         $4.75(1)            $780,107      $269
$.01 par value
per share
Totals                        6,120,344(5)           $4.75          $29,071,634 $10,025(5)
</TABLE>

(1)  Estimated solely  for  the  purpose  of  computing  the  amount of the
     registration  fee in accordance with Rule 457(c) under the  Securities
     Act of 1933, as  amended  (the "Securities Act"), based on the average
     of the high and low sale price  for  the  Common Stock, $.01 par value
     per share (the "Common Stock") as reported by the National Association
     of  Securities  Dealers  Automated  Quotation National  Market  System
     ("NASDAQ-NMS") on March 4, 1996.

(2)  To be offered and sold by the Selling  Stockholders upon conversion of
     40,000 outstanding shares of Series B Convertible  Preferred Stock and
     20,000  outstanding  shares  of  Series C Convertible Preferred  Stock
     (collectively, the "Preferred Shares").   The conversion price for the
     Preferred Shares is equal to 80% of the average  of  the  closing  bid
     price of the Common Stock for the five consecutive trading days ending
     one  trading  day  prior  to the date of conversion as reported by the
     NASDAQ-NMS.  Such conversion price may be adjusted upon the occurrence
     of certain triggering events (the "Triggering Events").

(3)  To be offered and sold by the  Selling  Stockholders  upon exercise of
     outstanding Warrants.  Pursuant to Rule 416 under the Securities  Act,
     this registration statement also relates to an indeterminate number of
     additional  shares of Common Stock which may be issuable upon exercise
     of the Warrants to prevent dilution resulting from stock splits, stock
     dividends and similar transactions.

(4)  Additional shares which may be issued to the Selling Stockholders upon
     the occurrence of certain Triggering Events, to be offered and sold by
     the Selling Stockholders.

(5)  Previously paid.


     The Registrant  hereby amends this Registration Statement on such date
or  dates  as may be necessary  to  delay  its  effective  date  until  the
Registrant shall  file  a  further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities  Act  of 1933 or until the Registration
Statement shall become effective on such date  as  the  Commission,  acting
pursuant to said Section 8(a), may determine.
   



<PAGE>
                   SUBJECT TO COMPLETION - DATED MAY 6, 1996
    
      Information  contained  herein is subject to completion or amendment.   A
registration statement relating  to  these  securities  has been filed with the
Securities and Exchange Commission.  These securities may  not  be sold nor may
offers to buy be accepted prior to the time the registration statement  becomes
effective.   This  prospectus  shall  not  constitute  an  offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would  be unlawful prior
to registration or qualification under the securities laws of any such State.


                                  PROSPECTUS

                                  ENZON, INC.
_______________________________________________________________________________

                               6,120,344 SHARES
                                 COMMON STOCK
                               ($.01 PAR VALUE)


      This prospectus (the "Prospectus") relates to the offer and sale of up to
6,120,344 shares of common stock, $.01 par value (the "Common Stock")  of Enzon
Inc.  (the  "Company" or "Enzon") by certain selling stockholders (the "Selling
Stockholders").   Of such 6,120,344 shares of Common Stock (i) 1,361,557 shares
(the "Outstanding Common  Shares")  are  outstanding  and  held  by  one of the
Selling Stockholders; (ii) up to an aggregate of 3,755,868 shares (the  "Common
Shares Underlying the Preferred Shares") are issuable upon conversion of 40,000
outstanding shares of the Company's Series B Convertible Preferred Stock,  $.01
par  value (the "Series B Preferred Shares") and 20,000 shares of the Company's
Series  C Convertible Preferred Stock (the "Series C Preferred Shares") held by
the Selling  Stockholders;  (iii)  838,686  shares  (the  "Warrant Shares") are
issuable  upon  exercise of an aggregate of 838,686 outstanding  warrants  (the
"Warrants") held  by  the  Selling  Stockholders; and (iv) up to 164,233 shares
(the "Additional Shares") are additional  shares  which  may  be  issued to the
Selling Stockholders upon the occurrence of certain triggering events  (each, a
"Triggering  Event").   A Triggering Event will have occurred in the event  the
registration statement (the  "Registration Statement") of which this Prospectus
forms a part becomes subject to  a  stop  order, or the Company fails to update
the Registration Statement as required by the  rules  and  regulations  of  the
Securities  and Exchange Commission (the "Commission"), or the Company fails to
maintain  a listing  of  the  Common  Stock  on  the  National  Association  of
Securities  Dealers  Automated Quotation National Market System ("NASDAQ-NMS"),
the National Association  of  Securities  Dealers  Automated Quotation SmallCap
Market ("NASDAQ-SmallCap") or certain specified national  securities exchanges,
or  the Registration Statement and any other registration statement  which  the
Company  may  file  registers  less shares of Common Stock than required by the
terms of the registration rights  agreements  entered  into  with  the  Selling
Stockholders, as hereinafter described.  The conversion price for the Series  B
Preferred   Shares  and  the  Series  C  Preferred  Shares  (collectively,  the
"Preferred Shares")  is equal to 80% of the average of the closing bid price of
the Common Stock for the  five  consecutive  trading  days (the "Average Market
Price") ending one trading day prior to the date of conversion  as  reported by
NASDAQ-NMS, which percentage may be adjusted downward upon the occurrence  of a
Triggering  Event  (the "Conversion Price").  Accordingly, the actual number of
shares of Common Stock  issued to the Selling Stockholders and sold hereby will
depend upon the Average Market  Price  of  the  Common Stock at the time of the
conversion of the Preferred Shares, whether or not any of the Triggering Events
occur and the duration of the Triggering Events.  The Company believes that the
number of shares of Common Stock to which this Prospectus relates should be the
maximum number of shares of Common Stock that are  likely  to  be issued to the
Selling  Stockholders  and sold hereby, and expects that the actual  number  of
shares of Common Stock issued  to the Selling Stockholders and sold hereby will
be less than such number.  See "Risk  Factors  -  Possible  Volatility of Stock
Price"  and  "Selling  Stockholders."  The Selling Stockholders  purchased  the
Outstanding Common Shares, the Preferred Shares and the Warrants in two private
placement transactions pursuant  to  securities  purchase  agreements  (each  a
"Securities  Purchase  Agreement"  and  collectively,  the "Securities Purchase
Agreements").   The Additional Shares are issuable pursuant  to  the  terms  of
registration rights  agreements  (each  a  "Registration  Rights Agreement" and
collectively, the "Registration Rights Agreements") entered into by the Company
and  the  Selling  Stockholders  in  connection  with  the  private   placement
transactions.   The first private placement transaction closed in January  1996
("Tranche I") and the second private placement transaction closed in March 1996
("Tranche II").   In  Tranche  I,  the Selling Stockholders purchased 1,094,890
Outstanding Common Shares, 40,000 Series  B  Preferred  Shares  and were issued
Warrants  for  no  separate  consideration to purchase an aggregate of  638,686
Warrant Shares.  In Tranche II,  one  of  the  Selling  Stockholders  purchased
266,667  Outstanding  Common  Shares, 20,000 Series C Preferred Shares and  was
issued a Warrant for no separate  consideration  to  purchase  200,000  Warrant
Shares.   Generally,  except  with respect to terms relating to specific dates,
amounts and prices, the terms of  the  Securities  Purchase  Agreements and the
Registration Rights Agreements entered into in connection with  each of Tranche
I and Tranche II, the Warrants issued in each of Tranche I and Tranche  II  and
the Certificate of Designations, Rights and Preferences (each a "Certificate of
Designations")  for  each  of  the  Series  B Preferred Shares and the Series C
Preferred Shares are the same.  The Preferred  Shares  are  convertible  at the
Conversion  Price  commencing  70 days after their respective dates of issuance
and the stated value of each Preferred  Share is $100.  The Preferred Shares do
not pay a dividend.  The Warrants issued  in Tranche I are exercisable at a per
share exercise price of $4.11 (as may be adjusted  in accordance with the terms
of the Warrants) commencing on April 17, 1996 and expire  on  February 7, 2001.
The Warrant issued in Tranche II is exercisable at a per share  exercise  price
of  $5.625  (as  may  be  adjusted in accordance with the terms of the Warrant)
commencing on the date of this  Prospectus  and expires on March 15, 2001.  The
Outstanding Common Shares, the Common Shares  Underlying  the Preferred Shares,
the  Warrant  Shares  and  the Additional Shares are collectively  referred  to
herein as the "Common Shares."

      The Selling Stockholders  may sell the Common Shares from time to time in
transactions  in  the  open  market,   in  negotiated  transactions,  or  by  a
combination of these methods, at fixed prices  that  may  be changed, at market
prices at the time of sale, at prices related to market prices or at negotiated
prices.  The Selling Stockholders may effect these transactions  by selling the
Common Shares to or through broker-dealers, who may receive compensation in the
form  of  discounts  or commissions from the Selling Stockholders or  from  the
purchasers of the Common Shares for whom the broker-dealers may act as agent or
to whom they may sell as principal, or both.  See "Plan of Distribution."

      The Company will bear all expenses in connection with the registration of
the Common Shares herein  which  expenses  are  estimated  to  be $93,000.  The
Selling Stockholders will pay any brokerage compensation in connection with its
sale  of the Common Shares.  The Company will not receive any of  the  proceeds
from the  sale of the Common Shares by the Selling Stockholders.  To the extent
the Warrants  are  exercised the Company will apply the proceeds thereof to its
general corporate purposes.   The  Company  will receive no additional proceeds
upon the conversion of the Preferred Shares.  See "Use of Proceeds."

      The Company's Common Stock is traded in  the  over-the-counter market and
is  quoted on the NASDAQ-NMS, under the symbol "ENZN."   On  May  1,  1996  the
reported last sale price of the Common Stock, as reported on NASDAQ-NMS, was $4
3/8 per share.


AN INVESTMENT  IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 5.

THESE SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE  SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                  THE DATE OF THIS PROSPECTUS IS MAY __, 1996



<PAGE>

                               TABLE OF CONTENTS


                                                                          PAGE


Available Information                                                        1

Incorporation of Certain Documents by Reference                              1

Prospectus Summary                                                           2

Risk Factors                                                                 5

Use of Proceeds                                                             11

Selling Stockholders                                                        12

Plan of Distribution                                                        15

Legal Matters                                                               15

Experts                                                                     15



No   one   has  been  authorized  to  give  any  information  or  to  make  any
representation not contained or incorporated by reference in this Prospectus in
connection with this offering.  Any information or representation not contained
or incorporated  by  reference  herein  must  not  be  relied on as having been
authorized  by the Company.  This Prospectus does not constitute  an  offer  to
sell or the solicitation  of  an  offer to buy the securities offered hereby in
any  state  to  any  person to whom it  is  unlawful  to  make  such  offer  or
solicitation.  Except  where  otherwise indicated, this Prospectus speaks as of
its  date  and neither the delivery  of  this  Prospectus  nor  any  sale  made
hereunder shall,  under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof.



<PAGE>
                             AVAILABLE INFORMATION

      The  Company  is   subject  to  the  informational  requirements  of  the
Securities Exchange Act of  1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports, proxy statements and other information with
the Commission.  Such reports, proxy statements and other information filed  by
the  Company  can  be  inspected  and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices  of  the  Commission:   New York Regional
Office,  Seven  World  Trade Center, Suite 1300, New York, New York 10048; and
Chicago Regional Office,  Northwestern  Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511.   Copies  of  such  material  can  be
obtained  from  the  Public  Reference  Section  of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

      The  Company has filed with the Commission a  Registration  Statement  on
Form S-3 (the  "Registration Statement") under the Securities Act, with respect
to the shares of Common Stock offered hereby.  This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto.  For further information with respect to the Company and
the shares of Common  Stock  offered  hereby,  reference  is hereby made to the
Registration Statement, exhibits and schedules.

      The  following  trademarks and service marks appear in  this  Prospectus:
ADAGEN and ONCASPAR are  registered  trademarks  of the Company; PEGNOLOGY is a
registered service mark of the Company; SCA is a registered  trademark of Enzon
Labs Inc., a wholly-owned subsidiary of the Company; Intron A  is  a registered
trademark of Schering Corporation.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
   
      The Company hereby incorporates by reference into this Prospectus (i) its
Annual  Report  on  Form  10-K  for  the  Fiscal Year Ended June 30, 1995 which
contains certified financial statements for  the  Company's  latest fiscal year
for  which  a  Form  10-K  was required to have been filed and incorporates  by
reference certain portions of  the Company's definitive Proxy Statement for the
Annual Meeting of Stockholders held  December 5, 1995, as amended by a Form 10-
K/A filed by the Company with the Commission  on  October  17,  1995,  (ii) all
other  reports  filed by the Company pursuant to Section 13(a) or 15(d) of  the
Exchange Act since  June 30,  1995, including but not limited to, the Quarterly
Report on Form 10-Q for the Quarter  Ended  September  30,  1995, the Quarterly
Report on Form 10-Q for the Quarter Ended December 31, 1995, as amended by Form
10-Q/As filed by the Company with the Commission on each of February  26,  1996
and  May  6, 1996 and the Current Reports on Form 8-K filed by the Company with
the Commission  on  each  of July 20, 1995, October 27, 1995, February 8, 1996,
March 22, 1996, April 24, 1996  and April 30, 1996 and (iii) the description of
the Company's Common Stock, $.01  par  value,  as contained in its registration
statement  on  Form 8-A, filed with the Commission  on  October  29,  1984,  as
amended by a Form 8 filed with the Commission on October 15, 1990.
    
      All documents  filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange  Act,  subsequent to the date hereof and prior to the
filing  of  a post-effective amendment  to  the  Registration  Statement  which
indicates that  all  shares  of  Common  Stock offered hereby have been sold or
which deregisters all shares of Common Stock  then  remaining  unsold, shall be
deemed to be incorporated by reference into this Prospectus and  to  be  a part
hereof from the date of filing of such documents.

      Any statement contained herein or in a document incorporated or deemed to
be  incorporated  by  reference  herein  shall  be  deemed  to  be  modified or
superseded for purposes of this Prospectus to the extent that such statement is
modified  or  superseded  by  a statement contained herein or in a subsequently
filed document which also is or  is  deemed  to  be  incorporated  by reference
herein.   Any  such  statement  so  modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

      THE COMPANY WILL PROVIDE, WITHOUT  CHARGE,  TO EACH PERSON (INCLUDING ANY
BENEFICIAL OWNER) TO WHOM THIS PROSPECTUS IS DELIVERED,  UPON  WRITTEN  OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION THAT HAS  BEEN
INCORPORATED  BY  REFERENCE  IN THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO SUCH
INFORMATION UNLESS SUCH EXHIBITS  ARE  SPECIFICALLY  INCORPORATED  BY REFERENCE
INTO SUCH INFORMATION).  SUCH REQUESTS SHOULD BE DIRECTED TO JOHN CARUSO,  VICE
PRESIDENT,   BUSINESS  DEVELOPMENT,  GENERAL  COUNSEL  AND  SECRETARY,  AT  THE
COMPANY'S PRINCIPAL  EXECUTIVE  OFFICES AT 20 KINGSBRIDGE ROAD, PISCATAWAY, NEW
JERSEY 08854, TELEPHONE (908) 980-4500.


<PAGE>
                              PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED  IN  ITS  ENTIRETY  BY REFERENCE TO THE MORE
DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS  APPEARING ELSEWHERE
AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS.


                                  THE COMPANY

      Enzon,  Inc.  ("Enzon"  or the "Company") is a biopharmaceutical  company
that   develops,   manufactures   and   markets   enhanced   therapeutics   for
life-threatening  diseases  through  the   application   of   its   proprietary
technologies,   PEG   Modification   or   the   PEG  Process  and  Single-Chain
Antigen-Binding  (SCA)  proteins.   The  Company is engaged  primarily  in  the
research, development and commercialization  of its proprietary technologies in
the areas of  blood substitutes, genetic diseases and oncology.

      The Company has received marketing approval  from  the United States Food
and Drug Administration ("FDA") for two of its products: (i) ONCASPAR, approved
in February 1994 for the indication of acute lymphoblastic  leukemia ("ALL") in
patients  who  are  hypersensitive to native forms of L-asparaginase  and  (ii)
ADAGEN, the first successful  application  of enzyme replacement therapy for an
inherited  disease, approved in March 1990 to  treat  a  rare  form  of  Severe
Combined Immunodeficiency  Disease  ("SCID"),  commonly known as the Bubble Boy
Disease.

      The  Company  manufactures  both  ADAGEN  and  ONCASPAR   in   its  South
Plainfield,  New  Jersey  facility  and  markets  ADAGEN  on a worldwide basis.
ONCASPAR  is marketed in the U.S. by Rhone-Poulenc Rorer Pharmaceuticals,  Inc.
("RPR").  The  Company  received an aggregate of $6,000,000 from RPR related to
the granting of this license  during  the  fiscal years ended June 30, 1995 and
1994.  Under the license, which was amended  in  January  1995,  the Company is
also entitled to royalties on the sales of ONCASPAR in the U.S. by RPR of 23.5%
to  43.5%,  based  on the sales level of ONCASPAR.  During 1995, RPR  paid  the
Company $3,500,000 in advance royalties.  Royalties due under the RPR agreement
will be offset against  a  credit  in  the original amount of $5,970,000, which
represents the royalty advance plus reimbursement  of  certain  amounts due RPR
under  the  original  agreement  and  interest  expense.  The Company has  also
granted exclusive licenses to sell ONCASPAR in Canada  and  Mexico  to  RPR  in
exchange  for  royalty  payments  on  future  sales.   The Company is currently
pursuing  additional  licenses  for marketing and distribution  rights  outside
North America.  During November 1994,  ONCASPAR was approved in Germany for use
in patients with ALL who are hypersensitive to natural forms of L-asparaginase.

      ONCASPAR is the enzyme L-asparaginase  modified  by  the  PEG Process and
ADAGEN is the enzyme adenosine deaminase modified by the PEG Process.   The PEG
Process involves chemically attaching polyethylene glycol ("PEG"), a relatively
non-reactive   and   non-toxic   polymer,   to   proteins   and  certain  other
pharmaceuticals   for  the  purpose  of  enhancing  their  therapeutic   value.
Attachment  of  PEG  helps  to  disguise  the  proteins  and  to  reduce  their
recognition  by  the  immune   system,  thereby  generally  lowering  potential
immunogenicity.  Both the increased  molecular  size  and  lower immunogenicity
result in extended circulating blood life, in some cases from minutes to days.

      In addition to its approved products, the Company is conducting  research
and  developing  additional  drugs.  In the blood substitutes area, the Company
has undertaken the development  of a hemoglobin based oxygen carrier, utilizing
the protein hemoglobin modified by  the PEG Process.  In addition to its use as
a  blood  substitute,  the  Company's  product  PEG-hemoglobin  may  act  as  a
radiosensitizer in cancer therapy.  Enzon  has chosen to base PEG-hemoglobin on
bovine  hemoglobin  due  to its superior oxygen-carrying  properties,  relative
stability, availability and low cost.  The Company conducted a Phase I clinical
trial in healthy volunteers  and  administered PEG-hemoglobin to 28 subjects up
to a dose of approximately 45 grams  or  the  equivalent  of  approximately 1.5
units  of  whole  blood.  During December 1995, the Company received  clearance
from the Food and Drug Administration (the "FDA") to begin a multi-dose, multi-
center clinical trial  to  test  PEG-hemoglobin  as a radiosensitizer in cancer
patients  receiving radiation therapy.  The study,  in  patients  with  various
advanced solid tumors, will primarily evaluate safety related to multiple doses
of  PEG-hemoglobin,  and  will  secondarily  evaluate  tumor  response  to  the
combination  therapy  of  radiation  and  PEG-hemoglobin.   In  addition to the
testing  of  PEG-hemoglobin  as  a radiosensitizer, the Company also  plans  to
conduct future clinical trials utilizing  PEG-hemoglobin  as a blood substitute
(resuscitation fluid) for trauma patients.  The Company currently  manufactures
and  plans  to  manufacture  PEG-hemoglobin for future trials in a pilot  plant
facility located in South Plainfield, New Jersey.

      In the area of genetic diseases, the Company is developing a PEG-modified
version of the enzyme glucocerebrosidase  to  treat  Gaucher disease, a genetic
disorder  that  results  in  the  lack  of beta-glucocerebrosidase,  an  enzyme
instrumental in the breakdown and disposal  of  complex fatty substances in the
bloodstream.    The  Company  manufactures  PEG-glucocerebrosidase   and   PEG-
hemoglobin at the  same facility.  The Company has suspended the manufacture of
PEG-glucocerebrosidase  in  order  to dedicate such facility exclusively to the
production of PEG-hemoglobin for clinical  trials  and  to  complete commercial
process development for PEG-hemoglobin.  The Company believes that the existing
facility  at the present scale is adequate to supply all PEG-hemoglobin  needed
for clinical trials up to FDA approval.

      The Company  has  several  products  under  development  in  the  area of
oncology  which  are  all  in the early research stage.  These products include
PEG-modified anti-cancer compounds and a novel chemical compound.

      The  Company  is  pursuing   a  dual  strategy  for  commercializing  its
proprietary  technologies.   In  addition   to  developing,  manufacturing  and
marketing  the  Company's proprietary products,  the  Company  has  established
strategic alliances  in  which  Enzon  licenses its proprietary technologies in
exchange for milestone payments, manufacturing revenues and/or royalties.

      The Company is also developing a PEG  version  of  a Schering Corporation
("Schering") product, INTRON A<reg-trade-mark> (interferon  alfa  2b).   During
the  fiscal  year  ended  June 30, 1995, the Company amended its agreement with
Schering and agreed to transfer  proprietary  know-how and manufacturing rights
to Schering for $3,000,000, of which $2,000,000  was received during the fiscal
year  ended  June  30,  1995  with  the remaining $1,000,000  being  paid  upon
completion of the know-how transfer.  The Company also sold to Schering 847,489
shares  of  unregistered, newly issued  Common  Stock  for  gross  proceeds  of
$2,000,000.    The   Company   is  also  entitled  to  additional  payments  of
approximately $5,550,000, subject  to  the achievement of certain milestones in
the product's development, and royalties on worldwide sales of PEG INTRON A, if
any.  The Company has the option, upon FDA approval, to be Schering's exclusive
manufacturer of PEG INTRON A for the U.S. market.

      The Company has an extensive licensing  program  for  its SCA technology.
SCA  proteins  are  genetically  engineered proteins designed to  overcome  the
problems  hampering  the  diagnostic   and   therapeutic  use  of  conventional
monoclonal  antibodies.   Pre-clinical studies have  shown  that  SCA  proteins
target  and  penetrate  tumors   more   readily  than  conventional  monoclonal
antibodies.  Currently, there are five SCA  proteins in Phase I clinical trials
by various organizations, including a product  developed  by  the Company, SCA-
CC49.  The Company believes these organizations will have to obtain  a  license
from  the  Company under its SCA patents to commercialize these products.   The
Company believes  that  SCA  proteins  may  be  useful  in  the  development of
therapeutics in the area of oncology.

      The   Company  has  granted  SCA  licenses  to seven companies, including
Bristol-Myers  Squibb,  Inc. ("Bristol-Myers"), Baxter  Healthcare  Corporation
("Baxter"), Eli Lilly & Co.  ("Eli  Lilly")  and RPR.  These licenses generally
provide for upfront payments, milestone payments  and royalties on sales of FDA
approved products.

      The components of the Company's revenues are sales and contract revenues.
Sales are principally comprised of (i) sales of ADAGEN, (ii) sales of ONCASPAR,
which  the  Company  manufactures  for  distribution by  RPR  pursuant  to  the
Company's license agreement with RPR, and  (iii)  royalties  payable  by RPR on
sales  of  ONCASPAR made by RPR pursuant to such license agreement.  On January
1, 1996 the  royalty  rate  payable  by  RPR  pursuant to the license agreement
increased.  For the six months ended December 31,  1995, the Company recognized
revenues  of $6,256,000, of which $5,351,000 was attributable  to  sales.   The
Company expects that sales for the six months ending June 30, 1996 will grow at
rates comparable  to  the  growth rates experienced during the six months ended
December 31, 1995; however,  there  can  be no assurance that such sales levels
will be attained.  Contract revenue for the  six months ended December 31, 1995
was $905,000, which related principally to a payment from RPR with respect to a
license for the Company's SCA technology.  The  Company's  contract  revenue is
generated  by  payments  under  license or product development agreements  with
corporate partners.  Generally, these  payments consist of upfront payments and
payments triggered by milestones achieved  in  a  product's  development.   The
Company  is  unable  to  predict  with  any  certainty  the timing or amount of
contract revenues, if any, that will be payable to it in  the future due to the
uncertainty  of  the  Company's ability to consummate additional  licensing  or
product development agreements,  nor  is  it able to predict with any certainty
the amount of upfront payments that may be  payable to the Company in the event
any such agreements are consummated.  In addition,  the  timing  and  amount of
future milestone payments related to current contracts are uncertain since  the
occurrence  of  the  events  upon  which  such payments are based is uncertain.
There can be no assurance that the Company  will  be successful in consummating
any  additional  license or product development agreements,  or  that  it  will
receive any additional  milestone  payments pursuant to agreements with current
corporate partners.

      During the fiscal year ended June  30,  1995,  the  Company  reduced  its
workforce  by  22  employees.  As a result of these reductions, the Company was
able  to  terminate  its  lease  for  its  administrative  headquarters  at  40
Kingsbridge Road, Piscataway, New Jersey and these operations were consolidated
into the Company's research  and  development  facility.   The Company effected
these  reductions  because it felt the functions performed by  these  employees
could either be eliminated  or  absorbed  by  other  employees, and the Company
would benefit from the attendant reduction in salaries,  related  expenses  and
rent.  The Company recorded a restructuring expense of $1,192,971 in the fiscal
year  ended  June  30,  1995,  consisting  of  the  lease  termination payment,
severance  related  to  the  staff  reductions,  the  write-off  of   leasehold
improvements,  moving  expenses  and  commissions due the Company's real estate
broker.

      In January 1996, pursuant to a Securities Purchase Agreement, the Company
sold  to  the  Selling Stockholders the 1,094,890  Outstanding  Common  Shares,
40,000 Series B  Preferred  Shares  and  Warrants  to  purchase an aggregate of
638,686  Warrant Shares issued in Tranche I for an aggregate  consideration  of
$7,000,000.   In  March  1996, pursuant to a Securities Purchase Agreement, the
Company sold to one of the  Selling Stockholders the 266,667 Outstanding Common
Shares, 20,000 Series C Preferred  Shares  and  Warrants  to  purchase  200,000
Warrant  Shares  issued  in  Tranche  II  for  an  aggregate  consideration  of
$3,000,000.  See "Selling Stockholders."

      Enzon,  a  Delaware corporation, was incorporated in 1981.  The Company's
executive offices  are  located  at 20 Kingsbridge Road, Piscataway, New Jersey
08854, telephone (908) 980-4500.


                                 THE OFFERING

Securities  Offered.........This Prospectus  relates  to  an  offering  by  the
                  Selling  Stockholders  of  up  to  6,120,344 shares of Common
                  Stock of the Company.  Of these shares  (i)  1,361,557 shares
                  are   Outstanding   Common   Shares   sold   to  the  Selling
                  Stockholders  in the aggregate in Tranche I and  Tranche  II;
                  (ii) up to 3,755,868  shares  are  Common  Shares  Underlying
                  Preferred  Shares  and  may be issued upon conversion of  the
                  Preferred Shares sold to  the  Selling  Stockholders  in  the
                  aggregate  in  Tranche I and Tranche II; (iii) 838,686 shares
                  are Warrant Shares  and  may  be  issued upon exercise of the
                  Warrants issued to the Selling Stockholders  in the aggregate
                  in  Tranche  I and Tranche II; and (iv) up to 164,233  shares
                  are Additional  Shares  which  may  be  issued to the Selling
                  Stockholders only upon the occurrence of  a Triggering Event.
                  The  actual number of shares of Common Stock  issued  to  the
                  Selling  Stockholders  and  sold  hereby will depend upon the
                  Average Market Price of the Common  Stock  at the time of the
                  conversion  of  the  Preferred Shares, whether  a  Triggering
                  Event occurs and the duration  of such Triggering Event.  The
                  Company believes that the number of shares of Common Stock to
                  which this Prospectus relates should be the maximum number of
                  shares of Common Stock that are  likely  to  be issued to the
                  Selling  Stockholders and sold hereby, and expects  that  the
                  actual number of shares of Common Stock issued to the Selling
                  Stockholders  and  sold hereby will be less than such number.
                  See "Risk Factors -  Possible  Volatility of Stock Price" and
                  "Selling Stockholders."

Securities  Outstanding.....As  of  April 1, 1996 the  Company  had  27,703,699
                  shares  of  Common  Stock  outstanding.   Assuming  that  the
                  Preferred Shares are  converted  into  the  maximum number of
                  shares  of  Common Stock issuable upon such conversion  which
                  are included  in  the  Registration  Statement,  all  of  the
                  Warrants  are exercised, a Triggering Event occurs and exists
                  for a period  of  three months, and no other shares of Common
                  Stock are issued subsequent  to  April  1,  1996, the Company
                  would  have  32,462,486  shares of Common Stock  outstanding.
                  Assuming  all  of the foregoing,  except  that  none  of  the
                  Triggering Events  occur,  the  Company would have 31,875,718
                  shares   of   Common   Stock   outstanding.    See   "Selling
                  Stockholders."

Use of Proceeds............The Company will not receive  any  proceeds from the
                  sale   of   the   Common   Shares   offered  by  the  Selling
                  Stockholders.  To date the Company has  received  no proceeds
                  from  the  exercise  of the Warrants.  No additional proceeds
                  will be received in connection  with  the  conversion  of the
                  Preferred Shares.  If all of the Warrants are exercised,  the
                  Company    will   receive   estimated   gross   proceeds   of
                  approximately $3,750,000.  The Company intends to utilize any
                  proceeds received  from  the  exercise  of  the  Warrants for
                  general  corporate purposes.  There can be no assurance  that
                  any of the  outstanding Warrants will be exercised.  See "Use
                  of Proceeds."

Risk Factors...............See  "Risk Factors" for a discussion of certain risk
                  factors that should be considered by prospective investors in
                  connection with  an  investment in the shares of Common Stock
                  offered hereby.


                                 RISK FACTORS

      An investment in the Common Shares  offered hereby involves a high degree
of risk.  Prospective investors should carefully  consider  the  following risk
factors  in  addition  to  the other information set forth and incorporated  by
reference in this Prospectus before making any decision to invest in the Common
Shares.

      ACCUMULATED DEFICIT AND UNCERTAINTY OF FUTURE PROFITABILITY.  The Company
was originally incorporated  in  1981.   To date, the Company's sources of cash
have been the proceeds from the sale of its  stock through public offerings and
private placements, sales of ADAGEN, sales of  ONCASPAR,  sales of its products
for  research  purposes,  contract  research  and development fees,  technology
transfer  and license fees and royalty advances.   At  December  31,  1995  the
Company had  an  accumulated  deficit  of approximately $105,497,000.  To date,
ADAGEN  and ONCASPAR are the only products  of  the  Company  which  have  been
approved  for  marketing  by  the  FDA,  having been approved in March 1990 and
February  1994,  respectively.   In 1993 the  Company  granted  exclusive  U.S.
marketing rights for ONCASPAR to RPR  in  consideration  for  which the Company
received  an  aggregate of $6,000,000 of license fees during the  fiscal  years
ended June 30,  1995 and 1994.  Under the license, which was amended in January
1995, the Company is also entitled to royalties on the sales of ONCASPAR in the
U.S. by RPR of 23.5%  to  43.5%,  based on the sales level of ONCASPAR.  During
1995, RPR paid the Company $3,500,000  in  advance  royalties.   Royalties  due
under  the RPR agreement will be offset against a credit in the original amount
of $5,970,000,  which  represents  the  royalty  advance  plus reimbursement of
certain  amounts  due  RPR  under the original agreement and interest  expense.
Through March 31, 1996, an aggregate  of  $668,000  in royalties payable by RPR
had been offset against the original credit.  The Company expects that revenues
from sales of ONCASPAR will increase in the future due  to  the increase in the
royalty  rate  payable  by  RPR  as  of  January  1,  1996, and the anticipated
continued growth of sales of ONCASPAR; however, there can  be no assurance that
any  particular  sales  level of ONCASPAR will be achieved or maintained.   The
Company  intends  to  pursue   future   licensing,  marketing  and  development
arrangements that may result in additional  fees  to  the  Company prior to its
receiving revenues from commercial sales of its products which  are  sufficient
for the Company to earn a profit.  There can be no assurance, however, that the
Company  will  be  able  to  successfully  consummate any such arrangements  or
receive  such  fees in the future.  Although the  Company  has  been  receiving
reimbursement from  most  third-party  payors  for  ADAGEN,  there  can  be  no
assurance that reimbursement at these levels will continue.  Lifetime limits on
benefits  which  are  included  in most private health insurance policies could
permit insurers to cease reimbursement  for ADAGEN.  Potential investors should
be aware of the difficulties a development stage enterprise such as the Company
encounters, especially in view of the intense competition in the pharmaceutical
industry in which the Company competes.   There  can  be  no assurance that the
Company's plans will either materialize or prove successful,  that its products
under  development  will  be  successfully developed or that its products  will
generate revenues sufficient to enable the Company to earn a profit.

      NEED FOR FINANCING.  The  Company's  current sources of liquidity are its
cash reserves, including the approximately $9,445,000  in net proceeds received
from  the sale of the securities in Tranche I and Tranche  II  to  the  Selling
Stockholders, and interest earned on such cash reserves, sales of ADAGEN, sales
of ONCASPAR,  sales  of  its  products for research purposes, and license fees.
There can be no assurance as to  the  level  of  the Company's share of profits
which will be realized from the commercial sale of  ONCASPAR  pursuant  to  the
Company's  license  with  RPR.   Total  cash  reserves,  including  short  term
investments, as of December 31, 1995 were approximately $5,309,000.  Management
believes  that  the  foregoing sources of liquidity, including the net proceeds
received by the Company from the sale of the securities issued in Tranche I and
Tranche  II  to the Selling  Stockholders,  will  be  sufficient  to  meet  the
Company's anticipated  cash  requirements,  based  on  current spending levels,
until approximately March 1998.  The Company's continued  operations thereafter
will  depend upon its ability to realize revenues from the commercial  sale  of
its products  which  are  sufficient to cover its operating and capital expense
requirements,  raise  funds  through   equity  or  debt  financing,  or  obtain
significant  contract  research and development  fees  or  license  fees.   The
Company is exploring methods  of  meeting its anticipated cash needs, including
the  sale of its securities.  There  can  be  no  assurance  that  any  of  the
foregoing   fund  raising  activities  will  successfully  meet  the  Company's
anticipated cash  needs.   To the extent the Company is unable to obtain funds,
it may be required to curtail its activities.

      RAW MATERIALS AND DEPENDENCE  UPON  SUPPLIERS.   The Company is currently
producing  many of the unmodified proteins utilized in products  it  has  under
development, including purified bovine hemoglobin for use in its PEG-hemoglobin
product.  There can be no assurance that the purified bovine hemoglobin used in
the manufacture  of  PEG-hemoglobin can be produced in the amounts necessary to
expand the current clinical  trials.   The  Company  may  be required to obtain
supply contracts with outside suppliers for certain unmodified  proteins.   The
Company  does  not  produce  the  unmodified  adenosine  deaminase  used in the
manufacture of ADAGEN, the unmodified L-asparaginase used in the manufacture of
ONCASPAR  and  the  unmodified  bovine  blood  used  in the manufacture of PEG-
hemoglobin and has a supply contract with an outside supplier for each of these
unmodified  proteins.   Delays  in  obtaining  or an inability  to  obtain  any
unmodified  protein  which the Company does not produce,  including  unmodified
adenosine deaminase, unmodified L-asparaginase or unmodified bovine blood could
have a material adverse  effect  on  the  Company.  In the event the Company is
required to locate an alternate supplier for  an unmodified protein utilized in
a product which is being sold commercially or which is in clinical development,
the  Company  will  likely be required to do additional  testing,  which  could
include chemical, pre-clinical  and  clinical  trials,  to demonstrate that the
alternate supplier's material is biologically and chemically  equivalent to the
unmodified  protein previously used.  Such evaluations could delay  development
of a product  which  is  in  clinical  trials, limit commercial sales of an FDA
approved product and cause the Company to incur significant additional expense.
Requirements for such evaluations would  be  determined  by  the  stage  of the
product's development and the reviewing division of the FDA.  If such alternate
material  is  not demonstrated to be chemically and biologically equivalent  to
the previously  used unmodified protein, the Company will likely be required to
repeat some or all  of the pre-clinical and clinical trials conducted with such
protein.  The marketing  of  an FDA approved drug could be disrupted while such
tests are conducted.  Even if  the alternate material is shown to be chemically
and biologically equivalent to the previously used protein, the FDA may require
the Company to conduct additional clinical trials with such alternate material.

      PATENTS AND PROPRIETARY TECHNOLOGY.   The  Company has licensed, and been
issued, a number of patents in the United States and  other  countries  and has
other  patent  applications  pending  to  protect  its  proprietary technology.
Although the Company believes that its patents provide adequate  protection for
the  conduct of its business, there can be no assurance that such patents  will
be of  substantial protection or commercial benefit to the Company, will afford
the Company adequate protection from competing products, will not be challenged
or declared invalid, or that additional United States patents or foreign patent
equivalents  will be issued to the Company.  The degree of patent protection to
be afforded to  biotechnological  inventions  is  uncertain  and  the Company's
products  are  subject  to  this uncertainty.  The Company is aware of  certain
issued patents and patent applications,  and  there  may  be  other patents and
applications, containing subject matter which the Company or its  licensees  or
collaborators  may  require  in  order to research, develop or commercialize at
least some of the Company's products.   There can be no assurance that licenses
under such subject matter will be available  on  acceptable  terms.   One  such
patent  is  U.S.  Patent  No.  5,084,558,  which  issued to a competitor of the
Company on January 28, 1992, and is entitled "Extra  Pure  Semi-Synthetic Blood
Substitute."  It could be asserted that this patent includes claims which would
cover the Company's PEG-hemoglobin product.  In the opinion  of the Company and
the Company's outside patent counsel, Lerner, David, Littenberg,  Krumholz  and
Mentlik,  the  Company's  PEG-hemoglobin product does not infringe any claim of
such patent which would be  held  valid if litigated.  However, there can be no
assurance that a court would find any  of  the  claims  of  such  patent  to be
invalid,  that a court would not hold that the Company's PEG-hemoglobin product
does infringe  one or more valid claims of such patent, or that a license could
be obtained under  such  patent on acceptable terms.  Pursuant to an opposition
proceeding,  the  European  patent  application  related  to  U.S.  Patent  No.
5,084,558 was revoked in November 1995.  This revocation has no legal effect on
the U.S. patent, however, the  same  prior art and other factors which were the
basis for this revocation would apply  to  the U.S. patent and could be used to
assert  that such U.S. patent should be invalidated  or  is  unenforceable,  at
least as  to certain claims.  There can be no assurance that any such assertion
would be successful.   The  Company  expects  that  there  may  be  significant
litigation in the industry regarding patents and other proprietary rights  and,
if  Enzon  were  to  become  involved  in  such  litigation, it could consume a
substantial amount of the Company's resources.  In addition, the Company relies
heavily on its proprietary technologies for which  pending  patent applications
have  been filed and on unpatented know-how developed by the Company.   Insofar
as the  Company relies on trade secrets and unpatented know-how to maintain its
competitive  technological  position, there can be no assurance that others may
not independently develop the  same  or  similar  technologies.   Although  the
Company  has  taken steps to protect its trade secrets and unpatented know-how,
third-parties nonetheless may gain access to such information.

      Research  Corporation  Technologies,  Inc. ("Research Corporation") holds
the original patent upon which the PEG Process  is based.  Although the Company
has obtained several improvement patents in connection  with  the  PEG  Process
which  it  believes  represent  state  of  the  art technology, there can be no
assurance that any of these patents or the patent  held by Research Corporation
will enable the Company or Research Corporation to prevent infringement or that
competitors will not develop competitive products outside  the  protection that
may be afforded by these patents.  Research Corporation's patent  in the United
States  expires  in December 1996 and its patents in certain foreign  countries
have expired.  The  Company  is  aware  that  others  have  also  filed  patent
applications  and  have  been  granted  patents  in the United States and other
countries  with  respect  to  the  application of PEG to  proteins.   Upon  the
expiration of the Research Corporation  patent, other parties will be permitted
to  make,  use,  or  sell  products  covered by  the  claims  of  the  Research
Corporation  patent, subject to other patents,  including  those  held  by  the
Company.  The  Company  does  not  believe  that the expiration of the Research
Corporation patent will have a material adverse  effect  on  the  Company,  but
there can be no assurance that this will be the case.

      MARKETING UNCERTAINTIES AND DEPENDENCE ON MARKETING PARTNERS.  Except for
ADAGEN, which treats a small patient population, the Company does not engage in
the  direct  commercial marketing of any of its products and therefore does not
have an established  sales force.  For certain of its products, the Company has
provided exclusive marketing  rights  to  its  corporate partners in return for
royalties to be received on sales.  With respect  to  ONCASPAR, the Company has
granted RPR exclusive marketing rights in the United States.   The  Company has
also granted exclusive licenses to sell ONCASPAR in Canada and Mexico to RPR in
exchange  for royalty payments on future sales.  The Company expects to  retain
marketing partners to market ONCASPAR in other foreign markets and is currently
pursuing arrangements  in  this  regard.   There  can be no assurance that such
discussions will result in the Company concluding such arrangements.  Regarding
the marketing of certain of the Company's future products,  the Company expects
to evaluate whether to create a sales force to market certain  products  in the
United  States  or  to  continue to enter into license and marketing agreements
with others for United States  and  foreign marketing rights.  These agreements
generally provide that all or a significant  portion  of the marketing of these
products  will be conducted by the Company's licensees or  marketing  partners.
In addition,  under  certain  of  these  agreements,  the Company's licensee or
marketing partner may have all or a significant portion  of the development and
regulatory approval responsibilities.  Should the licensee or marketing partner
fail  to  develop  a  marketable product (to the extent it is  responsible  for
product development) or  fail  to  market  a  product  successfully,  if  it is
developed,  the Company's business may be adversely affected.  There can be  no
assurance that  the Company's marketing strategy will be successful.  Under the
Company's marketing  and  license  agreements, the Company's marketing partners
and licensees may have the right to  terminate  the  agreement  and abandon the
product at any time for any reason without significant payments.   The  Company
is  aware  that  certain  of  its  marketing  partners  are  pursuing  parallel
development  of  products  on  their  own and with other collaborative partners
which may compete with the licensed products and there can be no assurance that
the Company's other current or future marketing  partners  will not also pursue
such parallel courses.  Upon the expiration of the Research  Corporation patent
in December 1996, the Company's license and development agreement  with  Sanofi
Winthrop,  Inc.  (formerly  Sterling  Winthrop,  Inc.) terminates.  None of the
Company's  other  license  or  development agreements  will  be  terminated  or
modified in any material respect  as  a result of a termination of the Research
Corporation patent.

      REIMBURSEMENT FROM THIRD-PARTY PAYORS.   Sales  of the Company's products
will be dependent in part on the availability of reimbursement from third-party
payors, such as governmental health administration authorities,  private health
insurers  and  other  organizations.   There  can  be  no  assurance that  such
reimbursement will be available or will permit the Company to sell its products
at  price  levels  sufficient for it to realize an appropriate  return  on  its
investment in product  development.   Since patients who receive ADAGEN will be
required to do so for their entire lives (unless a cure or another treatment is
developed), lifetime limits on benefits  which  are  included  in  most private
health  insurance  policies  could  permit insurers to cease reimbursement  for
ADAGEN.

      GOVERNMENT REGULATION.  The manufacturing and marketing of pharmaceutical
products in the United States is subject  to  stringent governmental regulation
and the sale of any of the Company's products for  use  in humans in the United
States  will  require the prior approval of the FDA.  The FDA  has  established
mandatory procedures  and safety standards which apply to the clinical testing,
manufacture  and  marketing   of   pharmaceutical   products.    Pharmaceutical
manufacturing   facilities  are  also  regulated  by  state,  local  and  other
authorities.  Obtaining  FDA  approval  for  a new therapeutic may take several
years and involve substantial expenditures.  ADAGEN  was approved by the FDA in
March 1990.  ONCASPAR was approved by the FDA in February  1994  and in Germany
in  November  1994  for  patients  with  acute  lymphoblastic leukemia who  are
hypersensitive to native forms of L-asparaginase,  and  in Russia in April 1993
for therapeutic use in a broad range of cancers.  Except  for  these approvals,
none of the Company's products has been approved for sale for use  in humans in
the  United  States  or elsewhere.  There can be no assurance that the  Company
will be able to obtain  FDA approval for any of its other products.  Failure to
obtain requisite governmental  approvals  or failure to obtain approvals of the
scope  requested,  will  delay or preclude the  Company  or  its  licensees  or
marketing partners from marketing  their  products, or limit the commercial use
of  the  products,  and  thereby  may have a material  adverse  affect  on  the
Company's liquidity and financial condition.

      INTENSE  COMPETITION  AND  RISK   OF  TECHNOLOGICAL  OBSOLESCENCE.   Many
established biotechnology and pharmaceutical  companies  with resources greater
than those of the Company are engaged in activities that are  competitive  with
Enzon's  and  may  develop products or technologies which compete with those of
the Company's. Although Enzon is not aware of any competitor which has achieved
the same level as the  Company  in  utilizing PEG technology in developing drug
products, it is aware of other companies  which  are  engaged in this field and
there can be no assurance that competitors will not successfully  develop  such
products  in  the  future.   Although  there are other companies engaged in the
development  of  SCA proteins, Enzon believes  that  these  companies  will  be
required  to  obtain   a   license  under  Enzon's  SCA  patents  in  order  to
commercialize any such product.   There can be no assurance, however, that this
will  prove  to be the case.  Rapid technological  development  by  others  may
result in the  Company's products becoming obsolete before the Company recovers
a  significant portion  of  the  research,  development  and  commercialization
expenses  incurred  with  respect  to  those products.  Enzon believes that the
experience of certain of its personnel in protein research, and its patents and
proprietary know-how may provide it with  a competitive advantage in its field;
however, there can be no assurance that the  Company  will  be able to maintain
such a competitive advantage, should it exist, in view of the  greater size and
resources  of  many  of  its competitors.  Other drugs or treatment  modalities
which are currently available or that may be developed in the future, and which
treat the same diseases as  those  which the Company's products are designed to
treat, may be competitive with the Company's products.

      POTENTIAL PRODUCT LIABILITY.   The  use  of the Company's products during
testing  or  after  regulatory approval entails an  inherent  risk  of  adverse
effects which could expose  the  Company  to  product  liability  claims.   The
Company  maintains  product liability insurance coverage in the total amount of
$5,000,000 for claims  arising  from the use of its products in clinical trials
prior to FDA approval and for claims arising from the use of its products after
FDA approval.  There can be no assurance  that  the  Company  will  be  able to
maintain its existing insurance coverage or obtain coverage for the use of  its
other  products  in the future.  Management believes that the Company maintains
adequate insurance  coverage  for  the  operation of its business at this time;
however,  there  can  be  no assurance that such  insurance  coverage  and  the
resources of the Company would be sufficient to satisfy any liability resulting
from product liability claims.

      DIVIDEND POLICY AND RESTRICTIONS.   The  Company has paid no dividends on
its Common Stock since its inception and does not  plan to pay dividends on its
Common Stock in the foreseeable future.  Except as may  be  utilized to pay the
dividends  payable  on the Company's Series A Cumulative Convertible  Preferred
Stock (the "Series A  Preferred  Stock"),  any  earnings  which the Company may
realize  will be retained to finance the growth of the Company.   In  addition,
the terms  of the Series A Preferred Stock restrict the payment of dividends on
other classes  and  series  of  stock.   The  holders of the Series B Preferred
Shares and Series C Preferred Shares are not entitled to dividends.

      POSSIBLE VOLATILITY OF STOCK PRICE.  Since  the  Company's initial public
offering, the market price of the Company's Common Stock  has fluctuated over a
wide range and it is likely that the price of the Common Stock  will  fluctuate
in  the future.  Announcements regarding technical innovations, the development
of  new   products,   the   status   of  corporate  collaborations  and  supply
arrangements,  regulatory approvals, patent  or  proprietary  rights  or  other
developments by  the Company or its competitors could have a significant impact
on the market price  of  the  Common  Stock.  Since the Conversion Price of the
Preferred Shares is based upon the Average  Market Price (subject to adjustment
upon  the occurrence of a Triggering Event), a  significant  reduction  in  the
Average  Market Price could cause an increase in the number of shares of Common
Stock issuable upon conversion of the Preferred Shares to an amount which is in
excess of  the  number  of  shares of Common Stock included in the Registration
Statement for issuance upon the  conversion of the Preferred Shares.  In such a
case, the Company would be required  to  file another registration statement to
register such additional shares of Common Stock.  See "Selling Stockholders."

      REGISTRATION RIGHTS AND SALES PURSUANT  TO  RULE  144.   The  Company had
27,703,699  shares  of Common Stock outstanding as of April 1, 1996.  Of  these
outstanding shares, approximately  3,684,046 shares are "restricted securities"
as  defined  in  Rule  144  under  the Securities  Act.   Of  these  restricted
securities, an aggregate of 1,361,557  are  Outstanding  Common  Shares and are
covered by the Registration Statement, approximately 1,375,000 were eligible to
be  sold pursuant to Rule 144 as of April 1, 1996, and approximately  2,309,046
(including  the  Outstanding  Common  Shares)  will  become eligible to be sold
pursuant to Rule 144 on various dates commencing on March 31, 1997 through June
30, 1998.  The (i) 1,361,557 shares of restricted Common  Stock included in the
Registration Statement which are the Outstanding Common Shares  will,  if  sold
pursuant  to  the  Registration  Statement, and (ii) 4,758,787 shares of Common
Stock included in the Registration Statement which are Common Shares Underlying
Preferred Shares, the Warrant Shares  and the Additional Shares will, if issued
upon conversion of the Preferred Shares,  exercise  of  the  Warrants  and  the
occurrence  of  a  Triggering  Event,  respectively,  and  sold pursuant to the
Registration  Statement,  be  freely  tradeable without restriction  under  the
Securities Act, except that any shares  held by an "affiliate," as that term is
defined under the Securities Act, will be subject to certain resale limitations
of  Rule  144.   The  Selling  Stockholders have  certain  registration  rights
pursuant to the Registration Rights  Agreements with respect to the Outstanding
Common Shares, the Common Shares Underlying  the  Preferred Shares, the Warrant
Shares   and   the   Additional  Shares.   See  "Selling  Stockholders."    The
Registration Statement  has  been filed by the Company on behalf of the Selling
Stockholders to comply with certain  of  its obligations under the Registration
Rights Agreements.

      As of April 1, 1996 there were outstanding:  (i) the Warrants to purchase
838,686 Warrant Shares; (ii) the Preferred Shares which are convertible into up
to 3,755,868 Common Shares Underlying Preferred Shares  (which number of shares
could  increase  if  there were a significant reduction in the  Average  Market
Price or if the duration  of  the  Triggering Events exceeded three months (See
"Selling Stockholders")); (iii) the right of the Selling Stockholders under the
Registration Rights Agreements to be  issued up to 164,233 Additional Shares in
the event a Triggering Event occurs (which  number  of shares could increase if
the  duration  of  the  Triggering  Event exceeded three months  (See  "Selling
Stockholders")); (iv) additional warrants  to  purchase an aggregate of 200,000
shares  of  Common  Stock;  (v)  109,000  shares of Series  A  Preferred  Stock
convertible  into an aggregate of 247,727 shares  of  Common  Stock;  and  (vi)
options to purchase  an  aggregate of 3,754,779 shares of Common Stock.  Of the
foregoing, warrants to purchase  150,000 shares of Common Stock are exercisable
through August 8, 2000 at an exercise  price  of  $2.50  per share.  Subject to
certain limitations, the holders thereof have the right to  include  the shares
of  Common Stock underlying these warrants on registration statements filed  by
the Company through November 2000.  Additionally, the holders of such warrants,
as to  112,500  shares  of  Common Stock, have the right to request, on no more
than two occasions, that the  Company  file  on  their  behalf  a  registration
statement to register such shares of Common Stock.  Warrants to purchase 50,000
shares of Common Stock were issued to the finder in connection with  Tranche  I
and are exercisable commencing on February 7, 1997 through February 7, 2001, at
an  exercise  price  of  $4.11  per share.  Subject to certain limitations, the
holders of these warrants have the  right to include the shares of Common Stock
underlying these warrants on registration  statements  filed by the Company and
to have such registration statements kept effective until the earlier of (a) at
least three years after the date of the expiration of all  of  the warrants, or
(b) the date on which (A) all of the warrants have been exercised  or  expired,
and  (B)  all  of  the  shares  of Common Stock which have been issued upon the
exercise of such warrants have been  sold  pursuant to a registration statement
or Rule 144.  The 247,727 shares of Common Stock  underlying the 109,000 shares
of Series A Preferred Stock are eligible for sale under  Rule  144(k).   Of the
3,754,779  shares  underlying  the  options, 2,471,367 shares are covered by an
effective registration statement on Form  S-8,  and  1,283,412  shares  will be
covered  by  a registration statement on Form S-8 which the Company intends  to
file in the near  future.  An additional 2,109,088 shares reserved for issuance
pursuant to options that may be granted under the Company's Non-Qualified Stock
Option Plan, as amended, will also be covered by such registration statement on
Form S-8.

      For the term  of  the  Company's  outstanding options and warrants, their
holders have the opportunity to profit from  a  rise in the market price of the
Company's Common Stock without assuming the risks  of  the  business.  This may
have  an  adverse  effect  on  the  terms  upon  which  the Company can  obtain
additional capital and the market price of the Company's  securities.   Holders
of  these  options and warrants are likely to exercise them at a time when  the
Company would be able to obtain any needed capital on terms more favorable than
those provided for by such options or warrants.

      Pursuant to a stock purchase agreement dated as of June 30, 1995 pursuant
to which the  Company  sold  847,489  shares  of  restricted  Common Stock, the
Company gave the right to the purchaser thereunder to include its shares of the
Common  Stock  on registration statements filed by the Company and  to  request
that the Company  file  on  its behalf registration statements to register such
shares of Common Stock, each for an unlimited period of time.

      In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated), including affiliates, who have beneficially owned
shares for at least two years  is  entitled  to  sell,  within  any three-month
period, a number of shares that does not exceed the greater of one  percent  of
the then outstanding shares of the Company's Common Stock or the weekly trading
volume  in  the Company's Common Stock during the four calendar weeks preceding
such sale.  A person (or persons whose shares are aggregated) who is not deemed
an affiliate of the Company, and who has beneficially owned shares for at least
three years,  is  entitled to sell such shares under Rule 144 without regard to
the limitations described above.

      The sale of shares of the Company's Common Stock upon exercise of options
or warrants, pursuant  to  registration  statements required to be filed by the
Company on behalf of holders of its options,  warrants, or other securities, or
pursuant to Rule 144, or even the potential of such sales might have an adverse
effect on the then current market price of the Company's securities.


                                USE OF PROCEEDS

      The Company will not receive any proceeds  from  the  sale  of the Common
Shares offered herein by the Selling Stockholders.  If all of the Warrants  are
exercised,  the  Company will receive estimated gross proceeds of approximately
$3,750,000.  The Company  intends  to  utilize  any  proceeds received from the
exercise of the Warrants primarily to fund research and  development activities
and for general corporate purposes.  There can be no assurance  that any of the
Warrants  will  be  exercised.   No  additional  consideration  is  payable  in
connection with the Selling Stockholders' conversion of the Preferred Shares.



                             SELLING STOCKHOLDERS

GENERAL

      The  Selling  Stockholders  purchased the Outstanding Common Shares,  the
Preferred  Shares  and  the  Warrants in  two  private  placement  transactions
pursuant to the Securities Purchase  Agreements.   The  Additional  Shares  are
issuable  pursuant  to  the terms of the Registration Rights Agreements entered
into by the Company and the Selling Stockholders in connection with the private
placement transactions.   Tranche  I  closed  in January 1996 and the aggregate
consideration  paid  by  the  Selling  Stockholders  for  such  securities  was
$7,000,000.  Tranche II closed in March  1996  and  the aggregate consideration
paid by one of the Selling Stockholders for such securities was $3,000,000.

      Generally,  except  with  respect to terms relating  to  specific  dates,
amounts and prices, the terms of  the  Securities  Purchase  Agreements and the
Registration Rights Agreements entered into in connection with  each of Tranche
I and Tranche II, the Warrants issued in each of Tranche I and Tranche  II  and
the  Certificates of Designations for each of the Series B Preferred Shares and
the Series C Preferred Shares are the same.

      In  Tranche  I,  the Selling Stockholders purchased 1,094,890 Outstanding
Common Shares and 40,000 Series B Preferred Shares and were issued Warrants for
no separate consideration  to  purchase an aggregate of 638,686 Warrant Shares.
In Tranche II, one of the Selling  Stockholders  purchased  266,667 Outstanding
Common Shares and 20,000 Series C Preferred Shares and was issued a Warrant for
no separate consideration to purchase 200,000 Warrant Shares.

      The Series B Preferred Shares are convertible into shares of Common Stock
commencing  on April 17, 1996.  The Series C Preferred Shares  are  convertible
into shares of  Common  Stock commencing on May 24, 1996.  The Conversion Price
is  80% of the Average Market  Price  of  the  Common  Stock  at  the  time  of
conversion.   The  percentage  of the Average Market Price which determines the
Conversion Price of the Preferred  Shares is adjustable downward in the event a
Triggering Event occurs.  Should a Triggering  Event  occur,  the percentage of
the Average Market Price which determines the Conversion Price  will be reduced
by the number of percentage points equal to three times the sum of  the  number
of  months  during which a Triggering Event exists; provided that the aggregate
number of months  which are the basis for such reduction may not exceed twelve.
Should a Triggering  Event  occur  subsequent  to  conversion  of the Preferred
Shares  but  prior to the sale of the Common Stock obtained upon conversion  by
the holder of the Preferred Shares, then upon such holder's sale of such Common
Stock, the Company  shall  pay  to  such  holder an amount equal to the Average
Market Price of the Common Stock received upon  conversion  ending  one trading
day  prior  to such conversion, multiplied by three-hundredths (.03) times  the
sum of the number  of  months  during which a Triggering Event exists (provided
that  the number of months may not  exceed  twelve).   At  the  option  of  the
Company,  such  amount  may be paid in Common Stock based on the Average Market
Price of the Common Stock on the day prior to the sale of such shares of Common
Stock issued upon conversion of the Preferred Shares, or in cash, provided that
the Company is required to  pay  such  amount  in  cash if the Triggering Event
which occurred was the Company's failure to maintain  the listing of its Common
Stock  on  NASDAQ-NMS,  NASDAQ-SmallCap  or certain specified  exchanges.   The
Series  B  Preferred  Shares  are  redeemable at  the  option  of  the  Company
commencing May 7, 1996, and the Series C Preferred Shares are redeemable at the
option of the Company commencing June  13,  1996,  in each case at a redemption
price of $127 per Preferred Share.  The Preferred Shares have no voting rights,
except as required by law and except that a majority of each of the outstanding
Series  B  Preferred  Shares  and Series C Preferred Shares,  respectively,  is
required to approve a consolidation,  merger or reclassification of outstanding
shares of Common Stock (other than by way  of  a  subdivision  or  reduction of
shares)  and  the  approval  of two-thirds of each of the outstanding Series  B
Preferred Shares and Series C  Preferred  Shares,  respectively, is required to
amend the designations, preferences and rights of the Series B Preferred Shares
and Series C Preferred Shares, respectively.  The Preferred Shares will not pay
a  dividend.   The  Warrants  were issued for no separate  consideration.   The
Warrants issued in Tranche I are  exercisable at a price of $4.11 per share (as
may be adjusted in accordance with  the  terms  of  the Warrants) commencing on
April 17, 1996 and expire on February 7, 2001.  The Warrants  issued in Tranche
II  are  exercisable  at  a  price  of $5.625 per share (as may be adjusted  in
accordance with the terms of the Warrants)  commencing  on  the  date  of  this
Prospectus and expire on March 15, 2001.

      In  connection  with  the Securities Purchase Agreements, the Company and
the Selling Stockholders entered  into  Registration  Rights  Agreements  which
provide  for  the issuance of the Additional Shares to the Selling Stockholders
upon the occurrence  of  a  Triggering  Event.  The number of Additional Shares
issuable to the Selling Stockholders upon  the occurrence of a Triggering Event
is  equal to (i) the sum of (a) the Average Market  Price  of  the  Outstanding
Common Shares sold in Tranche I on the day prior to the closing date of Tranche
I, and  (b)  the  Average Market Price of the Outstanding Common Shares sold in
Tranche II, on the day prior to the closing date of Tranche II, (ii) multiplied
by three-hundredths  (.03) times the sum of the number of months during which a
Triggering Event exists  (provided  that the aggregate number of months may not
exceed twelve) (the "Damage Amount"), (iii) divided by the Average Market Price
of  the  Company's Common Stock on the  trading  day  prior  to  the  date  the
registration  statement covering the sale of such shares is declared effective,
or the date sales can resume pursuant to such registration statement.  Pursuant
to the Registration  Rights Agreements, the Company has the right to pay to the
Selling Stockholders cash  equal to the Damage Amount in lieu of the Additional
Shares, provided, if the Triggering  Event  which  occurred  was  the Company's
failure  to  maintain  the  listing of its Common Stock on NASDAQ-NMS,  NASDAQ-
SmallCap or certain specified  exchanges,  then  the Company is required to pay
cash equal to the Damage Amount in lieu of the Additional Shares.

      Pursuant to the Registration Rights Agreements,  the  Company  agreed  to
file  a  registration statement on Form S-3 registering the sale by the Selling
Stockholders of the Common Shares, the Outstanding Common Shares Underlying the
Preferred   Shares,   the  Warrant  Shares  and  the  Additional  Shares.   The
Registration  Statement  has  been  filed  by  the  Company  to  fulfill  these
obligations  to   the   Selling  Stockholders  under  the  Registration  Rights
Agreements.  Subject to certain  limitations,  the  Company is also required to
include  the  Outstanding  Common  Shares,  the  Common Shares  Underlying  the
Preferred Shares, the Warrant Shares and the Additional  Shares on registration
statements which may be filed by the Company in the future.   The  Registration
Rights Agreements entered into in connection with each of Tranche I and Tranche
II  provide,  with respect to the Outstanding Common Shares, the Common  Shares
Underlying the  Preferred  Shares, the Warrant Shares and the Additional Shares
issued or issuable, respectively,  that the Company is required to maintain the
effectiveness of a registration statement  covering the sale of the Outstanding
Common Shares, the Common Shares Underlying  the  Preferred Shares, the Warrant
Shares and the Additional Shares, until the earlier  of  (i) at least three (3)
years  after  the  date of the expiration of all the Warrants  issued  in  such
tranche, or (ii) the  date  on  which  (a)  all  of the Warrants issued in such
tranche have been exercised or have expired, (b) no  securities  issued in such
tranche and entitled to be included on the registration statement  are  held by
the  Selling  Stockholders  or  any  transferee  thereof,  and  (c) none of the
Preferred Shares issued in such tranche is outstanding.

      Pursuant to the terms of the Certificate of Designations for the Series B
Preferred Shares, the Securities Purchase Agreement entered into  in connection
with  Tranche  I,  the Registration Rights Agreement entered into in connection
with Tranche I and the  Warrants  issued in Tranche I, the Selling Stockholders
may not convert the Series B Preferred  Shares  or exercise the Warrants issued
in  Tranche I or have the Additional Shares issued  to  them  in  the  event  a
Triggering  Event  occurs,  if  as  a  result  of  such conversion, exercise or
issuance,  the  shares  of  Common  Stock  beneficially owned  by  the  Selling
Stockholders  would  exceed 4.9% of the outstanding  shares  of  Common  Stock.
These same prohibitions  exist  pursuant  to  the  terms  of the Certificate of
Designations  for  the  Series  C  Preferred  Shares,  the Securities  Purchase
Agreement entered into in connection with Tranche II, the  Registration  Rights
Agreement entered into in connection with Tranche II and the Warrant issued  in
Tranche  II,  except  that the applicable limitation is 4.95% and it applies to
all of the securities issued or issuable in both Tranche I and Tranche II.  For
the purposes of the foregoing  instruments  and  agreements, Warrant Shares and
the Common Shares Underlying the Preferred Shares  will  not  be  deemed  to be
owned  beneficially  by  the Selling Stockholders unless and until the Warrants
are exercised by the Selling Stockholders or the Preferred Shares are converted
by the Selling Stockholders, as the case may be.

      The Company has agreed  to  indemnify  each  of  the Selling Stockholders
against any liabilities, under the Securities Act or otherwise,  arising out of
or based upon any untrue or alleged untrue statement of a material  fact in the
Registration Statement or this Prospectus or by any omission of a material fact
required to be stated therein except to the extent that such liabilities  arise
out of or are based upon any untrue or alleged untrue statement or omission  in
any information furnished in writing to the Company by the Selling Stockholders
expressly  for  use  in the Registration Statement.  Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling  the  Company  pursuant  to  its certificate of
incorporation and by-laws, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is  against  public
policy as expressed in the Act and is therefore unenforceable.

      In connection with the registration of the shares of Common Stock offered
hereby,  the  Company  will supply prospectuses to the Selling Stockholders and
use its best efforts to qualify the Common Shares for sale in states reasonably
designated by the Selling Stockholders.

      Pursuant to the Securities  Purchase  Agreements, the Company also agreed
to use its best efforts to effect a one for two  reverse  split  of  its Common
Stock  as soon as practicable, provided that it is not obligated to effect  the
one for two reverse split earlier than its next annual meeting of stockholders.

STOCK OWNERSHIP

      The table below sets forth (i) the number of shares of Common Stock owned
beneficially  by  each  Selling  Stockholder prior to the Offering based on the
Average Market Price of the Common  Stock  on April 9, 1996; (ii) the number of
shares of Common Stock being offered by each  Selling  Stockholder  pursuant to
this  Prospectus;  (iii)  the  number  of  shares  of  Common Stock to be owned
beneficially  by  each Selling Stockholder after completion  of  the  offering,
assuming that all of  the  Common  Shares offered hereby are sold; and (iv) the
percentage of the outstanding shares  of  Common Stock to be owned beneficially
by each Selling Stockholder after completion of the offering, assuming that all
of  the Common Shares offered hereby are sold.   Other  than  the  transactions
described  herein,  none  of  the  Selling  Stockholders  has  had any material
relationship with the Company during the past three years.

<TABLE>
<CAPTION>
                                                                         Number of Shares to       Percentage of
                                                                        be Owned Beneficially   Outstanding Shares
                                    Number of                             After Completion        of Common Stock
                               Shares Beneficially                           OF OFFERING            to be Owned
                                   Owned Prior           Number of                              Beneficially After
                                   TO OFFERING            Shares                                    Completion
  SELLING STOCKHOLDER                                     OFFERED                                   OF OFFERING(1)
<S>                           <C>                   <C>                 <C>                   <C>
GFL Advantage Fund Ltd.             1,558,993(2)        1,558,993(2)                     0               0
GFL Performance Fund Ltd.           2,312,892(3)        2,312,892(3)                     0               0
</TABLE>

(1)   Based upon shares of Common Stock outstanding as of April 9, 1996.

(2)   Includes 1,194,030 Common Shares Underlying the Series B Preferred Shares
      and 364,963 Warrant Shares.  To the extent Additional Shares, if any, are
      issued  to the Selling Stockholder as the result of the occurrence  of  a
      Triggering  Event,  the "Number of Shares Beneficially Owned Prior to the
      Offering"  and  the "Number  of  Shares  Offered"  will  be  adjusted  by
      supplementing this Prospectus.

(3)   Includes 1,361,557  Outstanding  Common  Shares,  477,612  Common  Shares
      Underlying the Series C Preferred Shares and 473,723 Warrant Shares.   To
      the  extent  Additional  Shares,  if  any,  are  issued  to  the  Selling
      Stockholder  as  the result of the occurrence of a Triggering Event,  the
      "Number of Shares  Beneficially  Owned  Prior  to  the  Offering" and the
      "Number  of  Shares  Offered"  will  be  adjusted  by supplementing  this
      Prospectus.


                             PLAN OF DISTRIBUTION

      The  Outstanding  Common  Shares,  the  Shares Underlying  the  Preferred
Shares, the Warrant Shares and the Additional Shares,  may  be sold pursuant to
this  Prospectus  by  the  Selling  Stockholders.   These  sales may  occur  in
privately  negotiated  transactions or in the over-the-counter  market  through
brokers and dealers as agents  or to brokers and dealers as principals, who may
receive compensation in the form  of  discounts or commissions from the Selling
Stockholders or from the purchasers of  the  Common  Stock for whom the broker-
dealers may act as agent or to whom they may sell as principal,  or  both.  The
Company  has  been advised by the Selling Stockholders that they have not  made
any arrangements  relating  to  the  distribution of the shares of Common Stock
covered by this Prospectus.  In effecting  sales, broker-dealers engaged by the
Selling  Stockholders  may  arrange  for other broker-dealers  to  participate.
Broker-dealers  will  receive  commissions   or   discounts  from  the  Selling
Stockholders in amounts to be negotiated immediately prior to the sale.

      Certain  of the Selling Stockholders and any broker-dealers  who  execute
sales for the Selling  Stockholders  may  be deemed to be "underwriters" within
the meaning of the Securities Act by virtue  of  the number of shares of Common
Stock to be sold or resold by such persons or entities  or  the  manner of sale
thereof, or both.  If any of the Selling Stockholders, broker-dealers  or other
holders  were  determined  to  be  underwriters,  any  discounts or commissions
received  by  them  or  by brokers or dealers acting on their  behalf  and  any
profits received by them on the resale of their shares of Common Stock might be
deemed underwriting compensation under the Securities Act.

      The  Selling Stockholders  have  represented  to  the  Company  that  any
purchase or  sale  of  the  Common  Stock  by  them  will be in compliance with
applicable rules and regulations of the Commission.


                                 LEGAL MATTERS

      The legality of the shares of Common Stock offered hereby has been passed
on for the Company by Ross & Hardies, New York, New York.   A  member  of  this
firm  owns  approximately  19,000 shares of the Company's Common Stock.  Patent
law matters related to U.S.  Patent  No.  5,084,558 have been passed on for the
Company  by Lerner, David, Littenberg, Krumholz  and  Mentlik,  Westfield,  New
Jersey.


                                    EXPERTS

      The  consolidated financial statements of Enzon, Inc. and subsidiaries as
of June 30,  1995  and  1994 and for each of the years in the three-year period
ended June 30, 1995, incorporated by reference herein have been incorporated by
reference herein and in the  Registration Statement in reliance upon the report
of   KPMG  Peat  Marwick  LLP,  independent   certified   public   accountants,
incorporated  by  reference  herein,  and  upon  the  authority of said firm as
experts in accounting and auditing.



<PAGE>
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The following table sets forth an itemized estimate  of fees and expenses
payable  by  the Registrant in connection with the offering of  the  securities
described in this registration statement, other than underwriting discounts and
commissions.

SEC registration fee............................................    $ 10,025
Legal fees and expenses.........................................    $ 49,000
Accounting fees and expenses....................................    $ 20,750
Miscellaneous...................................................    $  3,225
Printing expenses.............................................      $ 10,000

                  Total.......................................     $  93,000

Item 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The General  Corporation  Law  of  the  State  of  Delaware  provides for
indemnification as set forth in Section 145 thereof.  The Registrant's By-laws,
as  amended  provide for indemnification of the directors and officers  of  the
Registrant against  all  costs,  expenses  and amounts of liability incurred by
them  in  connection with any action, suit or  proceeding  in  which  they  are
involved by  reason  of  their  affiliation with the Registrant, to the fullest
extent permitted by law.  The Registrant's  directors  and  officers  also have
indemnification  agreements  with the Company, which expand the indemnification
protection provided to them under the Company's By-laws.

      On  January 20, 1987, the  stockholders  approved  an  amendment  to  the
Registrant's Certificate of Incorporation which added a new Article 10 limiting
the liability  to  the  Registrant  of individual directors for breach of their
fiduciary duty of care to the Registrant.   The  effect of this amendment is to
eliminate liability of directors for monetary damage  arising  out of negligent
or   grossly   negligent   conduct,   including  such  conduct  in  acquisition
transactions.  However, liability of directors  under  the  federal  securities
laws will not be affected.

Item 16.    EXHIBITS

<TABLE>
<CAPTION>
Exh. 
NUMBER               DESCRIPTION                                                                Page Number or
                                                                                                Incorporation BY
                                                                                                    REFERENCE
<S>                  <C>                                                                    <C>
                 5.0 Opinion of Ross & Hardies regarding legality                                                  +
                23.1 Consent of Ross & Hardies (contained in opinion filed as Exhibit 5.0)                         +
                23.2 Consent of KPMG Peat Marwick LLP                                                             ++
                23.3 Consent of Lerner, David, Littenberg, Krumholz & Mentlik (patent                              +
                     counsel)
                24.0 Power of Attorney                                                                           +++
</TABLE>

      +     Previously filed as exhibits hereto.
      ++    Filed herewith.
      +++   Powers of attorney are contained in signatures.

Item 17.    UNDERTAKINGS

The undersigned Registrant hereby undertakes:

      (1)  to file, during any period in which offers or sales are being  made,
a post-effective amendment to this registration statement:

            (i)    To  include  any prospectus required by Section 10(a) (3) of
the Securities Act of 1933;

            (ii)  To reflect in the  prospectus  any  facts  or  events arising
after  the  effective  date  of the registration statement (or the most  recent
post-effective amendment thereof)  which,  individually  or  in  the aggregate,
represent a fundamental change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered  would  not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed  with  the  Commission  pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price  represent  no  more  than  a 20% change in the
maximum aggregate offering price set forth in the "Calculation  of Registration
Fee" table in the effective registration statement.

            (iii)  To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement  or  any
material change to such information in the registration statement:

      PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration  statement  is  on   Form  S-3  or  Form  S-8, and the information
required to be included in a post-effective amendment by  those  paragraphs  is
contained  in  the periodic reports filed by the Registrant pursuant to Section
13  or  Section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  are
incorporated by reference in the registration statement.

      (2)  That, for  the  purpose  of  determining  any  liability  under  the
Securities  Act  of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such  securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

      (3)  To remove from  registration  by means of a post-effective amendment
any of the securities being registered which  remain  unsold at the termination
of the offering.

      (4)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report  pursuant to Section
13(a)  or  Section  15(d)  of  the Securities Exchange Act of 1934  (and  where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange  Act of 1934) that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
Registration  Statement relating to the securities  offered  therein,  and  the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

      (5)   Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act  of 1933 may be permitted to directors, officers and controlling
persons of the Registrant  pursuant  to  the foregoing provisions or otherwise,
the  Registrant has been advised that in the  opinion  of  the  Securities  and
Exchange  Commission such indemnification is against public policy as expressed
in the Act  and  is,  therefore,  unenforceable.  In the event that a claim for
indemnification  against  such liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred  or  paid by a director, officer or controlling
person of the Registrant in the successful  defense  of  any  action,  suit  or
proceeding)  is  asserted  by  such  director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent, submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



<PAGE>
                                  SIGNATURES
   
      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies that it has reasonable grounds to believe that  it  meets
all of the requirements  for  filing  on  Form  S-3  and  has  duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Piscataway, State of New Jersey, on May 6, 1996.
    
                                          ENZON, INC.


                                          By /S/ PETER G. TOMBROS
                                            Peter G. Tombros,
                                            President and Chief
                                            Executive Officer


      Pursuant  to  the  requirements  of  the  Securities  Act  of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons in  the
capacities and on the dates indicated.
   
       SIGNATURE                     CAPACITY                     DATE

/S/PETER G. TOMBROS            President, Chief             May 6, 1996
Peter G. Tombros               Executive Officer and
                               Director (Principal
                               Executive Officer)


           *                   Chairman of the Board        May 6, 1996
Randy H. Thurman


/S/KENNETH J. ZUERBLIS         Vice President -             May 6, 1996
Kenneth J. Zuerblis            Finance and
                               Chief Financial
                               Officer (Principal
                               Financial Officer
                               and Principal
                               Accounting Officer)

             *                 Director                     May 6, 1996
Rosina B. Dixon


/S/ROBERT LEBUHN               Director                     May 6, 1996
Robert LeBuhn


             *                 Director                     May 6, 1996
A.M. "Don" MacKinnon


* /S/KENNETH J. ZUERBLIS
  Kenneth J. Zuerblis, as
  Attorney-in-fact    



<PAGE>
                                  ENZON, INC.


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>




            EXHIBIT NO.             DESCRIPTION
<S>                                 <C>
               23.2                 Consent of KPMG Peat Marwick LLP
</TABLE>





                         INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Enzon, Inc.:


We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.






New York, New York      /s/KPMG PEAT MARWICK LLP
May 6, 1996             KPMG Peat Marwick LLP








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