June 16, 2006


By Facsimile: (212) 310-8007 and U.S. Mail

Todd R. Chandler, Esq.
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

Re:  	Enzon Pharmaceuticals, Inc.
	Schedule TO-I filed by Enzon Pharmaceuticals, Inc.
	on June 6, 2006
	File No. 005-35587

Dear Mr. Chandler:

	We have the following comments on the above-referenced
filing. We may have comments on other filings.  Please understand
that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Summary, page 1
What are the significant conditions to the offer?  Page 2

1. Your offer conditions include the trigger of changes in your
prospects, which is vague. Please revise to specify or generally
describe the prospects to which you refer so that security holders
will have the ability to objectively determine whether the
condition has been triggered.

If the offer is completed and I do not participate in the offer,
will my rights and obligations under my untendered convertible notes
be affected?  Page 3

2. Please eliminate the phrase from the last sentence that the
description of certain rights under the Indenture set forth in
this offer does not purport to be complete and "is qualified in its
entirety by reference to the full text of the Indenture."  The
information you provide in the Schedule TO must be materially
complete and the qualification suggests that the offer summary may
not be materially complete.  Note that this language is also
inappropriately used other places in your offer document.  Please
revise throughout the offer document accordingly.

Conditions of the Offer, page 8

3. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. In the last paragraph in this section,
the phrase "regardless of the circumstances (including any action or
inaction by Enzon) giving rise to any such condition" states that
you may assert an offer condition even when the condition is
"triggered" be your own action or inaction. Please revise in
accordance with our position.

4. We note your statement on page 9, regarding the conditions,
that "[a]ny determination or judgment by Enzon concerning the events
described above will be final and binding upon all parties."
Please revise this sentence to more precisely define its scope.
It appears that your interpretation of the terms of the tender offer
may not necessarily be final and binding on all persons.  For example,
while you may assert an offer condition when it is triggered, when
parties contest asserted conditions, the judgments of courts of law are
generally considered final and binding in such matters.

Persons Employed in Connection with the Offer, page 15
Dealer Manager

5. We note that the dealer manager may tender notes held in its
own account or the accounts of customers in the offer. We object to
fees paid to a dealer manager based on tenders of subject securities it
holds for its own account. Please indicate whether you intend to
pay fees under those circumstances. If you do not, indicate how you
will ensure that you do not pay fees under such circumstances.  For
example, what mechanism will you use to determine who holds the
tendered securities when calculating the fee owed to Goldman,
Sachs & Co. if the fee to the dealer manager is based on the principal
amount of notes tendered?

Forward-Looking Statements, page 17

6. Your statement that you undertake "no . . . obligation to
update any forward-looking statements." appears to be inconsistent with
Rule 13e-4(3).  Please revise accordingly.

Additional Information, page 18

7. We note your statement that later information filed with the
SEC will update and supersede the information currently incorporated
by reference.  Schedule TO does not permit such "forward"
incorporation. Therefore, please ensure that you amend the Schedule TO
to specifically reference the periodic reports you wish to
incorporate, as they are filed.

Closing Comment

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the bidder is in possession of all
facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing or
in response to our comments on your filing.

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.

      Please direct any questions to me at (202) 551-3257.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

           					Very truly yours,


          					Celeste M. Murphy
						Special Counsel
						Office of Mergers and
						Acquisitions