SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549

                           FORM 10-Q/A2


               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended DECEMBER 31, 1995           Commission File No. 0-12957




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



            DELAWARE                                        22-2372868
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                             Identification No.)

20 KINGSBRIDGE ROAD, PISCATAWAY, NEW JERSEY                  08854
(Address of principal executive offices)                    (Zip Code)

                                (908) 980-4500
             (Registrant's telephone number, including area code:)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


Yes   X    No


The  number  of  shares  of  common  stock,  $.01  par value, outstanding as of
February 7, 1996 was 27,428,946 shares.


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

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1995 VS. THREE MONTHS ENDED DECEMBER 31, 1994

REVENUES.  Revenues for the three months ended December 31,  1995  increased by
51%  to $3,330,000 as compared to $2,202,000 for the same period in 1994.   The
components of revenues are sales and contract revenues.  Sales increased by 21%
to $2,542,000  for  the  three  months  ended  December 31, 1995 as compared to
$2,102,000 for the same period in the prior year,  due  to  increased  revenues
from  ONCASPAR  (registered trademark), which is marketed in the U.S. by Rhone-
Poulenc Rorer Pharmaceuticals,  Inc.  ("RPR").   ADAGEN  (registered trademark)
sales for the three months ended December 31, 1995 and 1994 were $2,039,000 and
$2,094,000, respectively.  Contract revenue for the three months ended December
31, 1995 increased to $788,000, as compared to $100,000 for  the same period in
1994.   The  increase was principally due to a payment received  in  connection
with the signing  of a worldwide non-exclusive licensing agreement with RPR for
the  Company's  Single-Chain  Antigen-Binding  ("SCA"  (registered  trademark))
protein technology during the three months ended December 31, 1995.  During the
three months ended  December 31, 1995 and 1994, the Company had export sales of
$491,000  and $549,000,  respectively.   Sales  in  Europe  were  $429,000  and
$466,000 for the three months ended December 31, 1995 and 1994, respectively.

COST OF SALES.   Cost  of sales, as a percentage of sales, increased to 42% for
the three months ended December 31, 1995 as compared to 21% for the same period
in 1994.  The increase was due primarily to a payment in lieu of satisfying the
minimum purchase requirements  under  the  Company's long-term supply agreement
for a raw material used in the production of  ONCASPAR  and  the  write-off  of
excess  inventories  of this raw material, as well as an increase in the charge
recorded for the three  months ended December 31, 1995 for idle capacity at the
Company's manufacturing facility.   While  it  is possible that the Company may
incur similar losses on its remaining purchase commitments  under the Company's
long-term supply agreement, the Company does not consider such losses probable,
nor  is  the  amount of any loss which may be incurred in the future  presently
estimatable due  to a number of factors, including but not limited to potential
increased demand for ONCASPAR by RPR, expansion into additional markets outside
the U.S. and the possibility  that  the  Company could renegotiate the level of
required purchases.  If the Company does not  achieve  increases  in  sales  of
ONCASPAR  beyond  present  levels  or cannot renegotiate its commitment, a loss
would be incurred on the remaining purchase  commitment.   During  the  quarter
ended  December  31,  1995,  the  Company  utilized  approximately  21%  of its
manufacturing capacity for the production of its approved products.

RESEARCH  AND  DEVELOPMENT.   Research  and  development expenses for the three
months ended December 31, 1995 decreased by 30%  to  $2,391,000 from $3,402,000
for the same period in 1994.  This decrease was primarily due to (i) reductions
in  personnel, principally in the clinical and research  administration  areas,
and related  costs, such as payroll taxes and benefits, (ii) decreased research
facilities and occupancy costs, and (iii) other cost containment measures taken
by the Company.

SELLING,  GENERAL   AND   ADMINISTRATIVE   EXPENSES.    Selling,   general  and
administrative expenses for the three months ended December 31, 1995  decreased
by 25% to $1,404,000 from $1,872,000 for the same period in 1994.  The decrease
was due to (i) reductions in personnel and related costs, such as payroll taxes
and benefits, (ii) a reduction in facility and occupancy costs, and (iii) other
cost containment measures taken by the Company.

OTHER   INCOME/EXPENSE.    Other  income/expense  increased  by  $1,314,000  to
$1,396,000 for the three months  ended December 31, 1995 as compared to $81,000
for  the  same period last year.  The  increase  was  due  principally  to  the
recognition as other income of approximately $1,313,000 representing the unused
portion of  an  advance received under a development and license agreement with
Sanofi Winthrop,  Inc.  ("Sanofi").   During  October 1995, the Company learned
that Sanofi intended to cease development of PEG-SOD (Dismutec (trademark)) due
to the product's failure to show a statistically significant difference between
the treatment group and the control group in a  pivotal  Phase III trial.  Due,
in  part,  to  this  product failure, the Company believes it  has  no  further
obligations under its  agreement  with  Sanofi  with  respect to the $1,313,000
advance and therefore, the Company has recognized as other  income  the  amount
due Sanofi previously recorded as a current liability.

SIX MONTHS ENDED DECEMBER 31, 1995 VS. SIX MONTHS ENDED DECEMBER 31, 1994

REVENUES.  Revenues for the six months ended December 31, 1995 increased by  3%
to  $6,256,000  as  compared  to  $6,059,000  for the same period in 1994.  The
components of revenues are sales and contract revenues.  Sales increased by 29%
to  $5,351,000  for  the six months ended December  31,  1995  as  compared  to
$4,159,000 for the same  period  in  the  prior year, due to increased ONCASPAR
revenues from RPR and an increase in ADAGEN sales resulting from an increase in
patients receiving ADAGEN.  ADAGEN sales for  the six months ended December 31,
1995 and 1994 were $4,214,000 and $4,009,000, respectively.   Contract  revenue
for  the  six  months ended December 31, 1995 decreased by 52% to $905,000,  as
compared  to $1,900,000  for  the  same  period  in  1994.   The  decrease  was
principally due to a payment of $1,800,000 recorded during the six months ended
December 31,  1994  from  Bristol-Myers  Squibb  related to the exercise of its
option under an agreement dated September 1993, to  acquire  a  worldwide  non-
exclusive license for all therapeutic indications for the Company's SCA protein
technology.   This  decrease  was  offset  in part by a worldwide non-exclusive
license  for the Company's SCA protein technology  signed  with  RPR  in  1995.
During the  six months ended December 31, 1995 and 1994, the Company had export
sales of $1,131,000  and $999,000, respectively.  Sales in Europe were $983,000
and $871,000 for the six months ended December 31, 1995 and 1994, respectively.

COST OF SALES.  Cost of  sales,  as a percentage of sales, increased to 38% for
the six months ended December 31,  1995  as compared to 33% for the same period
in 1994.  The increase was due primarily to a payment in lieu of satisfying the
minimum purchase requirements under the Company's  long-term  supply  agreement
for  a  raw  material  used in the production of ONCASPAR and the write-off  of
excess inventories of this  raw  material, as well as an increase in the charge
recorded for the six months ended  December  31,  1995 for idle capacity at the
Company's  manufacturing  facility.  This increase was  offset  in  part  by  a
decrease in cost of sales as  a  percentage  of sales for the Company's product
ADAGEN.  ADAGEN's margins improved during the  six  months  ended  December 31,
1995,  due  to  the  elimination  of  inefficiencies experienced in the filling
process during the previous year.  While  it  is  possible that the Company may
incur similar losses on its remaining purchase commitments  under the Company's
long-term supply agreement, the Company does not consider such losses probable,
nor  is  the  amount of any loss which may be incurred in the future  presently
estimatable due  to a number of factors, including but not limited to potential
increased demand for ONCASPAR by RPR, expansion into additional markets outside
the U.S. and the possibility  that  the  Company could renegotiate the level of
required purchases.  If the Company does not  achieve  increases  in  sales  of
ONCASPAR  beyond  present  levels  or cannot renegotiate its commitment, a loss
would be incurred on the remaining purchase commitment.

RESEARCH AND DEVELOPMENT.  Research and development expenses for the six months
ended December 31, 1995 decreased by  25% to $5,081,000 from $6,758,000 for the
same period in 1994.  This decrease was  primarily  due  to  (i)  reductions in
personnel, principally in the clinical and research administration  areas,  and
related  costs,  such  as  payroll  taxes and benefits, (ii) decreased research
facilities and occupancy costs, and (iii) other cost containment measures taken
by the Company.

SELLING,   GENERAL   AND  ADMINISTRATIVE  EXPENSES.    Selling,   general   and
administrative expenses for the six months ended December 31, 1995 decreased by
30% to $2,676,000 from  $3,820,000  for  the same period in 1994.  The decrease
was due to (i) reductions in personnel and related costs, such as payroll taxes
and benefits, (ii) a reduction in facility and occupancy costs, and (iii) other
cost containment measures taken by the Company.

OTHER INCOME/EXPENSE.  Other income/expense increased by $724,000 to $1,494,000
for the six months ended December 31, 1995 as compared to $771,000 for the same
period last year.  The increase was due principally to the recognition as other
income  of  approximately $1,313,000 representing  the  unused  portion  of  an
advance received under a development and license agreement with Sanofi.  During
October 1995,  the Company learned that Sanofi intended to cease development of
PEG-SOD (Dismutec)  due  to  the  product's  failure  to  show  a statistically
significant difference between the treatment group and the control  group  in a
pivotal  Phase  III  trial.  Due, in part, to this product failure, the Company
believes it has no further  obligations  under  its  agreement with Sanofi with
respect to the $1,313,000 advance and therefore, the Company  has recognized as
other income the amount due Sanofi previously recorded as a current  liability.
Other  income/expense  in  the  prior  year principally consisted of a one-time
insurance payment recorded in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

      Enzon had $5,309,000 in cash and cash  equivalents  as  of  December  31,
1995.   The  Company  invests  its  excess  cash  in  a portfolio of high-grade
marketable securities and United States government-backed securities.

      The  Company's  cash  reserves,  as  of December 31, 1995,  decreased  by
$2,794,000 from June 30, 1995.  The decrease in cash reserves was caused by the
funding of operations.

      The  Company's  exclusive U.S. marketing  rights  license  with  RPR  for
ONCASPAR provides for a  payment  of  $3,500,000 in advance royalties which was
received in January 1995.  Royalties due  under  the  revised agreement will be
offset  against a credit of $5,970,000, which represents  the  royalty  advance
plus reimbursement  of certain amounts due RPR under the previous agreement and
interest expense, before  cash  payments will be made under the agreement.  The
royalty  advance  is shown as a long  term  liability  with  the  corresponding
current portion included  in  accrued  expenses  on  the consolidated condensed
balance  sheets  and  will  be  reduced as royalties are recognized  under  the
agreement.

      As  of  December  31,  1995,  940,808   shares  of  Series  A  Cumulative
Convertible Preferred Stock ("Series A Preferred  Stock")  had  been  converted
into  3,093,411  shares  of  Common  Stock.  Accrued dividends on the converted
Series A Preferred Stock in the aggregate of $1,792,000  were  settled  by  the
issuance  of  232,383  shares  of Common Stock.  The Company does not presently
intend to pay cash dividends on  the  Series A Preferred Stock.  As of December
31, 1995, there were $1,258,000 of accrued and unpaid dividends on the Series A
Preferred Stock.  These dividends are payable  in  cash  or Common Stock at the
Company's option and accrue on the outstanding Series A Preferred  Stock at the
rate of $218,000 per year.

      To  date, the Company's sources of cash have been the proceeds  from  the
sale of its stock through public 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.
The Company's current sources of  liquidity  are its cash, cash equivalents and
interest earned on such cash reserves, sales of  ADAGEN, sales of ONCASPAR, the
proceeds  of  the  Company's private placement of Common  Stock  and  Series  B
Convertible Preferred Stock described below, sales of its products for research
purposes and license  fees.   Management  believes  that its current sources of
liquidity will be sufficient to meet its anticipated  cash  requirements, based
on current spending levels, for approximately the next two years.

      On January 31, 1996, the Company completed a private placement  of Common
Stock and Series B Convertible Preferred Stock ("Convertible Preferred Stock"),
resulting  in  gross  proceeds  of  $7,000,000,  with an institutional investor
pursuant  to  Regulation  D of the Securities Act of  1933,  as  amended.   The
Company issued 1,094,890 shares  of  Common  Stock  for  $3,000,000, and 40,000
shares of Convertible Preferred Stock for $4,000,000.  The  Company also issued
five-year  warrants  to purchase 638,686 shares of Common Stock  at  $4.11  per
share.  The Convertible Preferred Stock is convertible commencing 70 days after
issuance.  The conversion  price  for the Convertible Preferred Stock is 80% of
the market price for the five consecutive  trading  days ending one trading day
prior to the date of the conversion notice and the stated  value  is  $100  per
share.  The Convertible Preferred Stock will not pay a dividend.

      Upon  exhaustion  of  the  Company's current cash reserves, the Company's
continued operations will depend on its ability to realize significant revenues
from the commercial sale of its products, raise additional funds through equity
or  debt financing, or obtain significant  licensing,  technology  transfer  or
contract  research  and development fees.  There can be no assurance that these
sales, financings or revenue generating activities will be successful.



                                  SIGNATURES

      Pursuant to the  requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused  this  report  to  be  signed  on  its behalf by the
undersigned thereunto duly authorized.

                                                      ENZON, INC.
                                                      (Registrant)



Date: May 6, 1996                   By:/s/KENNETH J. ZUERBLIS
                                    Kenneth J. Zuerblis
                                    Vice President, Finance and
                                    Chief Financial Officer