SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 20, 1997

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



    Delaware                          0-12957                       22-237286
State or other jurisdiction       (Commission                     (IRS Employer
  of incorporation)                  File Number)                Identification)



                20 Kingsbridge Road, Piscataway, New Jersey 08854
               (Address of principal executive offices) (Zip Code)



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




          (Former name or former address, if changed since last report)




Item 5.  Other Events

         All 20,000 shares of the  outstanding  Series B  Convertible  Preferred
Stock issued by Enzon,  Inc. (the "Company") in January 1996 have been converted
into shares of Common Stock of the Company.  The  conversions,  which took place
between  November 12, 1996 and  February  19, 1997,  resulted in the issuance of
2,038,989 shares of Common Stock. To the best of the Company's  knowledge all of
the shares of Common Stock issued in connection with the  conversions  have been
sold in open market transactions.

         The Preferred Stock was issued as part of the January 1996,  $7,000,000
private  placement  of  1,094,890  shares of Common  Stock and 40,000  shares of
Series B Convertible  Preferred Stock. In connection with the private placement,
the Company also issued 638,686 five year warrants (the  "Warrants") to purchase
Enzon Common  Stock at $4.11 per share.  All of the  Warrants  currently  remain
outstanding.


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                                   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 hereunto duly authorized.

Dated:  February 28, 1997


                                                                     ENZON, INC.
                                                                    (Registrant)

                                                     By: /S/ KENNETH J. ZUERBLIS
                                                     ---------------------------
                                                             Kenneth J. Zuerblis
                                                         Vice President, Finance
                                                             and Chief Financial
                                                                         Officer


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