Sec Form 4 Filing - RABBANI SHAHRAM K @ ENZO BIOCHEM INC - 2009-07-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RABBANI SHAHRAM K 2. Issuer Name and Ticker or Trading Symbol ENZO BIOCHEM INC [ ENZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Treasurer, Secretary (Last) (First) (Middle) C/O ENZO BIOCHEM, INC., 527 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2009 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 07/01/2009 J( 1 )( 2 ) 82,645 A 1,539,392 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RABBANI SHAHRAM K C/O ENZO BIOCHEM, INC. 527 MADISON AVENUE NEW YORK, NY10022 X Treasurer, Secretary Signatures /s/ Shahram K. Rabbani 07/06/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 18, 2008, the Reporting Person exchanged 82,645 shares of common stock of the Issuer (the "Shares") in connection with the acquisition of certain real estate from a third-party. At such time, pursuant to a loan agreement dated July 18, 2008 (the "Loan Agreement") by and between the Reporting Person and such third-party (the "Borrower"), the Reporting Person loaned the Borrower $500,000, which was evidenced by a promissory note dated July 18, 2008 (the "Promissory Note") and secured by a pledge of the Shares pursuant to a stock pledge agreement dated July 18, 2008 (the "Pledge Agreement") by and between the Reporting Person, as pledge agent, the Borrower, and certain other parties named therein (the "Transaction"). Under the terms of the Transaction, the Shares were held in escrow by the Reporting Person, as pledge agent, and, upon a default under the terms of (CONTINUED IN FOOTNOTE 2) ( 2 )the Loan Agreement, the Reporting Person would be entitled, as pledge agent, to foreclose on the Shares under the Pledge Agreement. The Pledge Agreement provides that upon such foreclosure, the Reporting Person, as pledge agent, has the right to have the Shares transferred to him and registered in his name or in the name of his nominee. The Transaction was reported by the Reporting Person on a Form 4 filed with the Securities and Exchange Commission on July 22, 2008. On January 20, 2009, a notice of default was sent to the Borrower and the Reporting Person subsequently foreclosed on the Shares. On July 1, 2009, the Reporting Person exercised his right, as pledge agent, under the Pledge Agreement to have the Shares transferred to him and registered in his name, and the Shares were so transferred on such date. Accordingly, this Form 4 is being filed to report such transfer from the Borrower to the Reporting Person. ( 3 )Includes: (i) 1,671 shares of Common Stock that the Reporting Person holds as custodian for certain of his nephews; (ii) 1,354 shares of Common Stock held in the name of the Reporting Person's son and (iii) 7,995 shares of Common Stock held in the Company's 401(k) plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.