PROSPECTUS

                                   ENZON, INC.

                                 150,000 Shares
                                  Common Stock
                                ($.01 par value)

                                   ----------

     This prospectus (the  "Prospectus")  relates to the offer and sale of up to
150,000 shares of common stock,  $.01 par value (the "Common  Stock"),  of Enzon
Inc. (the "Company" or "Enzon") by certain  selling  stockholders.  Such 150,000
shares of Common Stock are issuable upon exercise of  outstanding  warrants (the
"Warrants") held by such selling stockholders.

     In August 1995, the Company  issued  Warrants for the purchase of (i) up to
112,500 shares of Common Stock to Edward S. Gordon  Company  ("ESG") and (ii) up
to 37,500  shares of Common Stock to The Pyne  Companies  ("Pyne",  and together
with ESG  collectively  referred to herein as the  "Selling  Stockholders"),  in
connection with certain real estate consulting  services provided by each of ESG
and Pyne to the Company.  Pursuant to the terms of the Warrants,  the Company is
required to file a registration  statement for the  registration  of the sale of
the shares of Common  Stock  issuable  upon  exercise of the Warrants by ESG and
Pyne.  The shares of Common Stock to be received  upon  exercise of the Warrants
(the "Common Shares") are being offered by the Selling  Stockholders hereby. The
Warrants  are  exercisable  at a per  share  exercise  price of $2.50 (as may be
adjusted in  accordance  with the terms of the Warrants) and expire on August 8,
2000.

     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 in amounts to be negotiated immediately prior to
the sale. Such brokers or dealers and any other participating brokers or dealers
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "Securities Act") in connection with such sales. See "Plan
of Distribution."

     In addition,  any securities  covered by this Prospectus  which qualify for
sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than  pursuant to
this Prospectus.  To the extent required, the specific shares of Common Stock to
be sold, the name of any successor  Selling  Stockholders,  the public  offering
price,  the names of any such agent,  dealer or underwriter,  and any applicable
commission or discount with respect to any particular offer will be set forth in
an accompanying  Prospectus Supplement.  See "Selling Stockholders" and "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  approximately
$29,000.  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  Stockholder,
but may receive  proceeds of up to $375,000 upon  exercise of the Warrants.  See
"Use of Proceeds."



     The Company's Common Stock is traded in the over-the-counter  market and is
quoted on the Nasdaq National  Market,  under the symbol "ENZN." On February 10,
1998 the reported last sale price of the Common Stock, as reported on the Nasdaq
National Market was $5.69 per share.

         AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
            DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING ON PAGE 8.

          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 February 13, 1998



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Available Information.....................................................    2

Incorporation of Certain Documents by Reference...........................    2

Prospectus Summary........................................................    4

Risk Factors..............................................................    8

Use of Proceeds...........................................................   12

Selling Stockholders......................................................   12

Plan of Distribution......................................................   13

Legal Matters.............................................................   14

Experts...................................................................   14


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,  the Selling  Stockholders or their respective agents.  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.



                              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
Securities  and Exchange  Commission  (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  Commission  also  maintains  a Web site  that  contains
reports, proxy and information regarding the Company at (http://www.sec.gov).

     The  Company's  Common  Stock is listed on the Nasdaq  National  Market and
reports and other  information  concerning  the Company can be  inspected at the
National  Association  of Securities  Dealers,  1735 K Street,  N.W., 4th Floor,
Washington, D.C. 20006-1506.

     The Company has filed with the Commission a Registration  Statement on Form
S-3  (referred  to herein  together  with all  amendments  and  exhibits  as 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,  certain parts of which are omitted in  accordance  with the
rules and regulations of the Commission. 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 or are incorporated by
reference  into,this  Prospectus:   ADAGEN(R)  and  ONCASPAR(R)  are  registered
trademarks  of the Company;  PEGNOLOGY(R)  is a  registered  service mark of the
Company;  SCA(R) is a registered  trademark  of Enzon Labs Inc., a  wholly-owned
subsidiary  of the Company;  Intron A(R) 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,  1997,  which
contains audited  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 2, 1997 (ii) all other reports filed by
the Company  pursuant to Section  13(a) or 15(d) of the  Exchange Act since June
30, 1997,  including but not limited to, the  Quarterly  Report on Form 10-Q for
the Quarter Ended September 30, 1997, 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.


                                       2


     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 (732) 980-4500.


                                       3


                               PROSPECTUS SUMMARY

     The following summary is qualified in its entirety by reference to the more
detailed information and consolidated  financial statements appearing elsewhere,
or incorporated by reference in this Prospectus  including the information under
"Risk Factors."

                                   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(R))
proteins.

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

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

     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") and in
Europe by Medac GmbH ("Medac").  The Company has also granted exclusive licenses
to RPR to sell  ONCASPAR in Canada and Mexico.  In December  1997,  RPR received
marketing  approval for ONCASPAR in Canada.  ONCASPAR was approved in Canada for
patients who have been diagnosed with ALL during their childhood.  This Canadian
approval  broadens  the  indication  for use of ONCASPAR as a front line therapy
over the current  approved  indication  in the United  States and  Germany.  The
Company expects RPR to commence marketing of ONCASPAR in Canada during the first
half of 1998.  The Company is entitled to  royalties on the sales of ONCASPAR by
RPR, as well as  manufacturing  revenue from the  production  of  ONCASPAR.  The
Company's  agreement  with Medac  requires  Medac to purchase  ONCASPAR from the
Company at a set price which  increases over the term of the agreement.  RPR and
Medac are currently  conducting  clinical  trials to expand the use and approved
indications for ONCASPAR.

     The PEG Process involves chemically attaching  polyethylene glycol ("PEG"),
a relatively  non-reactive  and non-toxic  polymer,  to proteins,  chemicals and
certain other  pharmaceuticals  for the purpose of enhancing  their  therapeutic
value. The attachment of PEG helps to disguise the modified  compound and reduce
the  recognition  of the  compound  by the  immune  system,  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. The PEG Process also significantly  increases the solubility of
the modified  compound which enhances the delivery of the native  compound.  The
PEG Process was originally covered by a broad patent which expired in late 1996.

     The Company has made significant  improvements to the original PEG Process,
collectively  referred to as Second  Generation PEG Technology,  and has applied
for and received numerous patents for such  improvements.  One of the components
of the Second Generation PEG Technology is new linker  chemistries;  the


                                       4


chemical binding of the PEG to the unmodified protein. These new linkers provide
an  enhanced  binding  of the  PEG to the  protein  resulting  in a more  stable
compound with increased  circulation life. The second generation technology also
allows  PEG to bind to  different  parts of the  protein,  which  may  result in
greater  activity of the modified  protein.  Attachment  of PEG to the incorrect
site on the protein can result in a loss of its activity or therapeutic effect.

     Two products are currently in clinical  trials using the Second  Generation
PEG  Technology;  a  PEG  modified  version  of  Schering-Plough   Corporation's
("Schering-Plough")  product,  INTRON A(R)  (interferon  alfa 2b), a genetically
engineered anticancer-antiviral drug, and the Company's product, PEG-hemoglobin,
a hemoglobin-based oxygen-carrier being developed for the radio sensitization of
solid hypoxic tumors.

     PEG-Intron A, a modified form of Schering-Plough's  INTRON A, was developed
by Enzon  to have  longer  lasting  activity  and an  enhanced  safety  profile.
PEG-Intron  A is  currently  in a large  scale Phase III  clinical  trial in the
United States and Europe for the  indications of chronic  myelogenous  leukemia,
solid  tumors  and  hepatitus  C.  It is  expected  that  PEG-Intron  A will  be
administered once a week,  compared to the current regimen for unmodified INTRON
A of three times a week.  During  August  1997,  Enzon  received  $2,500,000  in
milestone  payments from  Schering-Plough as a result of the product moving into
Phase III clinical  trials.  Enzon is entitled to an  additional  $3,000,000  in
payments  from  Schering-Plough,   subject  to  the  achievement  of  additional
milestones  in the  product's  development.  The  Company  is also  entitled  to
royalties  on  worldwide  sales of  PEG-Intron  A and has the  option  to be the
exclusive  manufacturer of PEG-Intron A for the U.S.  market.  Schering-Plough's
sales of INTRON A were  approximately $524 million in 1996. The worldwide market
for alpha  interferon  products is estimated to be in excess of $1 billion.  The
patents covering Schering's INTRON A will begin to expire in 2001. The Company's
Second Generation PEG Technology patents which cover the modified product should
offer extended patent life.

     Preclinical  studies conducted at Enzon, the University of Wisconsin School
of  Veterinary  Medicine and Dana Farber  Cancer  Institute,  indicate  that the
Company's  hemoglobin-based  oxygen-carrier,  PEG-hemoglobin,  may be  useful in
treating solid tumors. These studies suggest that PEG-hemoglobin delivers oxygen
to solid hypoxic tumors,  thereby  enhancing the ability of radiation therapy to
significantly   decrease  the  size  of  these  tumors.  It  is  estimated  that
approximately  800,000 cases of solid hypoxic  tumors are diagnosed each year in
the United States.

     The Company is currently  conducting a  multi-dose,  multi-center  clinical
trial of  PEG-hemoglobin  in  cancer  patients  receiving  radiation  treatment.
Patients  entering this trial receive  once-a-week  infusions of  PEG-hemoglobin
followed by five days of radiation treatment.  The protocol for this study calls
for this  regimen to be repeated for three  weeks.  The primary  purpose of this
trial is to evaluate  safety  related to multiple  doses of  PEG-hemoglobin  and
radiation therapy.

     The Company also has developed a Third Generation PEG Technology that gives
PEG-modified compounds "Pro Drug" attributes.  This is accomplished by attaching
PEG to a compound  by means of a covalent  bond that is  designed  to break down
over time, thereby releasing the therapeutic moiety (therapeutic  portion of the
compound)  in the  proximity  of  the  target  tissue.  These  attributes  could
significantly  enhance the  therapeutic  value of the new chemicals,  as well as
drugs  already  marketed.  The  Company  believes  that the "Pro  Drug/Transport
Technology"  has broad  usefulness and that it can be applied to a wide range of
drugs,  such  as  cancer  chemotherapy  agents,  antibiotics,  anti-fungals  and
immunosuppressants,  as well as to proteins and peptides,  including enzymes and
growth  factors.  The markets for these drugs and biologicals  have  potentially
large  patient   populations.   The  Company  is  currently   applying  its  Pro
Drug/Transport  Technology  to certain  anticancer  agents.  Preliminary  animal
studies have shown that a compound  modified with the Company's Third Generation
PEG Technology accumulates in tumors. A PEG-modified version of camptothecin,  a
topo-1  inhibitor,  is  currently  in  preclinical  studies  and the  Company is
preparing to file an Investigational New Drug Application (IND) for this product
during the first half of calendar 1998.


                                       5


     The  Company  also  has an  extensive  licensing  program  for  its  second
proprietary  technology,  SCA protein  technology.  SCA proteins are genetically
engineered  proteins designed to overcome the problems  hampering the diagnostic
and therapeutic use of conventional  monoclonal antibodies.  Preclinical studies
have shown that SCA  proteins  target and  penetrate  tumors more  readily  than
conventional monoclonal antibodies. In addition to these advantages, because SCA
proteins are  developed at the gene level,  they are better  suited for targeted
delivery of gene therapy  vectors and  fully-human  SCA proteins can be isolated
directly,  with no need for costly  "humanization"  procedures.  Also, many gene
therapy  methods  require  that  proteins  be  produced in an active form inside
cells. SCA proteins can be produced  through  intracellular  expression  (inside
cells) more readily than monoclonal antibodies.

     Currently,  there are nine SCA proteins in Phase I or II clinical trials by
various  corporations  and  institutions.  Some of the areas being  explored are
cancer therapy, cardiovascular indications and AIDS.

     The  Company has granted  non-exclusive  SCA  licenses to more than a dozen
companies,  including  Bristol-Myers  Squibb Company ("Bristol  Myers"),  Baxter
Healthcare  Corporation  ("Baxter"),  Eli  Lilly & Co.  ("Eli  Lilly"),  Alexion
Pharmaceuticals  Inc. ("Alexion  Pharmaceuticals"),  and the Gencell division of
RPR  ("RPR/Gencell").  These licenses  generally  provide for upfront  payments,
milestone payments and royalties on sales of FDA approved products.

     The  Company's  principal  executive  office  and  mailing  address  is  20
Kingsbridge  Road,  Piscataway,  New Jersey 08054,  and its telephone  number is
(732) 980-4500.

                                  The Offering

Securities Offered............  This  Prospectus  relates to an  offering by the
                                Selling  Stockholders of up to 150,000 shares of
                                Common  Stock of the Company  which are issuable
                                upon  exercise  of  the  Warrants  held  by  the
                                Selling Stockholders.

Securities Outstanding........  As  of  December  18,  1997,   the  Company  had
                                31,030,176  shares of Common Stock  outstanding.
                                Assuming that the Warrants are exercised for the
                                maximum  number of shares of Common Stock and no
                                other   shares  of  Common   Stock  are   issued
                                subsequent  to December  18,  1997,  the Company
                                would  have  31,180,176  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 herein by
                                the  Selling  Stockholders.  To date the Company
                                has not received any proceeds  from the exercise
                                of the  Warrants.  If the Warrants are exercised
                                in  their  entirety  the  Company  will  receive
                                estimated   gross   proceeds  of   approximately
                                $375,000.  The  Company  intends to utilize  any
                                proceeds  received  from  the  exercise  of  the
                                Warrants for general corporate  purposes.  There
                                can be no assurance  that the  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.


                                       6


                                  RISK FACTORS

     Information  contained  and  incorporated  by reference in this  Prospectus
contains  "forward-looking  statements"  which can be  identified  by the use of
forward-looking  terminology  such  as  "believes,"  "expects,"  "may,"  "will,"
"should," or "anticipates"  or the negative thereof or other variations  thereon
or comparable  terminology,  or by discussions of strategy.  No assurance can be
given that the future results covered by the forward-looking  statements will be
achieved.  The risk  factors set forth below  constitute  cautionary  statements
identifying  important factors with respect to such forward-looking  statements,
including  certain risks and  uncertainties,  that could cause actual results to
vary  materially  from the  future  results  indicated  in such  forward-looking
statements.  Other  factors could also cause actual  results to vary  materially
from the future results indicated in such forward-looking statements.

     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(R),  sales of  ONCASPAR(R),  sales of its
products  for  research  purposes,   contract  research  and  development  fees,
technology  transfer and license  fees and royalty  advances.  At September  30,
1997, the Company had an accumulated deficit of approximately  $112,510,000.  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 the United States 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 has received an aggregate of $6,000,000 of license fees.  Under this
license agreement (the "Amended License Agreement"),  the Company is entitled to
a base royalty of 23.5% until 2008. During 1995, RPR paid the Company $3,500,000
in advance  royalties.  Payments of base  royalties  under the  Amended  License
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  September 30,
1997,  an aggregate of  $3,254,000  in royalties  payable by RPR had been offset
against the original credit.  The Company has also licensed  ONCASPAR to RPR for
Canada and Mexico.  Under this  agreement,  the Company is entitled to royalties
for sales of ONCASPAR in these territories.  ONCASPAR was approved in Canada for
pediatric  patients  with  ALL in  November  1997.  ONCASPAR  is also  currently
approved for marketing in Germany and Russia. The Company  anticipates  moderate
growth of ONCASPAR  sales to RPR and Medac and increased  royalties on RPR sales
of ONCASPAR;  however, there can be no assurance that any particular sales level
of ONCASPAR will be achieved or  maintained.  During  October 1996,  the Company
entered into an exclusive license and marketing agreement for ONCASPAR in Europe
and Russia with Medac.  Under the agreement,  Medac purchases  ONCASPAR from the
Company  at set  prices  which  increase  over  the term of the  agreement.  The
agreement  also contains  certain  minimum  annual  purchase  requirements.  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  biopharmaceutical  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


                                       7


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,  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 sales of the  Company's  FDA  approved
products,  ADAGEN and  ONCASPAR,  or the amount of royalties  realized  from the
commercial  sale of ONCASPAR  pursuant to the Company's  license with RPR. Total
cash reserves,  including short term investments, as of September 30, 1997, were
approximately  $9,604,000.  Management  believes that the  foregoing  sources of
liquidity   will  be  sufficient  to  meet  the   Company's   anticipated   cash
requirements,  based on current spending levels,  for approximately the next two
and one half years. The Company's  continued  operations  thereafter will depend
upon  its  ability  to (i)  realize  revenues  from the  commercial  sale of its
products  which  are  sufficient  to cover its  operating  and  capital  expense
requirements, (ii) raise funds through equity or debt financing, or (iii) obtain
significant  contract  research and  development  fees or license  fees.  To the
extent the Company is unable to obtain funds,  it may be required to curtail its
activities or sell additional securities.  There can be no assurance that any of
the  foregoing  fund raising  activities  will  successfully  meet the Company's
anticipated cash needs.

Raw Materials and Dependence  Upon  Suppliers.  Except for PEG  hemoglobin,  the
Company  purchases from outside suppliers the unmodified  compounds  utilized in
its approved products and products under development.  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  compounds.  The Company does not produce the unmodified
adenosine deaminase used in the manufacture of ADAGEN or the unmodified forms of
L-asparaginase  used in the  manufacture  of ONCASPAR 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  compound  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  compound  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  cause  delays and  additional
expenses,  to demonstrate that the alternate supplier's material is biologically
and  chemically  equivalent to the unmodified  compound  previously  used.  Such
evaluations could include chemical,  pre-clinical and clinical studies and 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  compound,  the Company will likely
be  required  to repeat  some or all of the  pre-clinical  and  clinical  trials
conducted  for such  compound.  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
compound,  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 patent applications, containing
subject matter which the Company or its licensees or  collaborators  may require
in order to research,  develop or  commercialize  at least


                                       8


some of the Company's  products.  There can be no assurance  that licenses under
such subject matter will be available on acceptable  terms.  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")
held  the  original  patent  upon  which  the PEG  Process  is  based.  Research
Corporation's  patent in the United  States and its  patents in certain  foreign
countries have expired.  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 will
enable the Company to prevent  infringement or that competitors will not develop
competitive  products  outside  the  protection  that may be  afforded  by these
patents.  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.  Based 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. Other than ADAGEN,
which the Company  markets on a worldwide  basis to 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 North
America and Medac exclusive  marketing rights in Europe and Russia.  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 other 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  markets.  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.

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


                                       9


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.  Similar  approvals  by
comparable  agencies  are  required  in  most  foreign  countries.  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. ONCASPAR has been approved for
broader indications in Russia and Canada in April 1993 ONCASPAR was approved for
therapeutic  use in a broad  range of  cancers  in  Russia,  and in  Canada  for
patients who have been  diagnosed  with ALL during their  childhood.  Except for
these  approvals,  none of the Company's  other  products have been approved for
sale and 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.
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
Single-Chain  Antigen-Binding  (SCA(R))  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  research  and
development,  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  $10,000,000  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.


                                       10


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.

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.

                                 USE OF PROCEEDS

     The  Company  will not  receive  any  proceeds  from the sale of the Common
Shares offered herein by the Selling  Stockholders.  To date the Company has not
received  proceeds  from the  exercise  of the  Warrants.  If the  Warrants  are
exercised in their entirety the Company will receive estimated gross proceeds of
approximately  $375,000.  The Company  intends to utilize any proceeds  received
from the exercise of the Warrants for general corporate  purposes.  There can be
no assurance that the Warrants will be exercised.

                              SELLING STOCKHOLDERS

General

     In August 1995, the Company  issued  Warrants for the purchase of (i) up to
112,500  Warrant  Shares to Edward S.  Gordon  Company  ("ESG"),  and (ii) up to
37,500  Warrant  Shares to The Pyne  Companies  ("Pyne",  and together  with ESG
collectively  referred to herein as the "Selling  Stockholders"),  in connection
with certain real estate consulting services provided by each of ESG and Pyne to
the Company.  Pursuant to the terms of the Warrants,  the Company is required to
file a  registration  statement  for  the  registration  of the  Warrant  Shares
issuable  upon  exercise of the  Warrants by ESG and Pyne.  The 150,000  Warrant
Shares are being offered by the Selling Stockholders hereby.

     The Company has agreed to indemnify  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.


                                       11


Stock Ownership

     The table  below sets forth (i) the number of shares of Common  Stock owned
beneficially by the Selling Stockholders prior to the Offering;  (ii) the number
of shares of Common Stock being offered by the Selling Stockholders  pursuant to
this  Prospectus;  (iii)  the  number  of  shares  of  Common  Stock to be owned
beneficially  by the Selling  Stockholders  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
the Selling Stockholders after completion of the offering,  assuming that all of
the Common Shares offered hereby are sold. Other than the transactions described
herein, the Selling Stockholders have not had any material relationship with the
Company during the past three years.

Number of Percentage of Shares to be Outstanding Shares Number of Owned of Common Stock Shares Beneficially to be Owned Beneficially Number of After Beneficially After Selling Owned Prior Shares Completion Completion Stockholders to Offering Offered of Offering of Offering(1) ------------ ----------- ------- ----------- -------------- Edward S. Gordon 0 112,500(3) -0- * Company(2) The Pyne Companies(2) 0 37,500(3) -0- *
(1) Based upon shares of Common Stock outstanding as of December 18, 1997. (2) In connection with the termination of certain leases, the Company issued in August 1995, as part of the commission due to ESG and Pyne, the Company's real estate brokers, an aggregate of 150,000 five-year warrants to purchase the Company's Common Stock at $2.50 per share. (3) To be issued upon exercise of the Warrants. * Less than 1%. The Company has agreed to bear certain expenses (other than broker discounts and commissions, if any, and expenses of counsel and other advisors to certain of the Selling Stockholders) in connection with the registration of the Common Shares. PLAN OF DISTRIBUTION The Common Shares may be sold pursuant to this Prospectus by the Selling Stockholders. Assuming all Warrants are exercised, the Company will receive aggregate proceeds from the issuance of such shares to the Selling Stockholders in the amount of approximately $375,000. These sales may occur in privately negotiated transactions or in the over-the-counter market or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. 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 12 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. In order to comply with the securities laws of certain states, if applicable, the Common Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Common Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with by the Company and the Selling Stockholders. 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 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 it will be in compliance with applicable rules and regulations of the Commission. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Common Shares may not simultaneously engage in market making activities with respect to the Common Stock of the Company for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of the Company's Common Stock by the Selling Stockholders. The Company has agreed to register the Common Shares under the Securities Act and to bear certain expenses (other than selling commissions) in connection with such registration and to indemnify and hold certain of the Selling Stockholders harmless against certain liabilities under the Securities Act that could arise in connection with the sale by such Selling Stockholders of the Common Shares. There can be no assurance that the Selling Stockholders will sell all or any of the Common Shares offered hereby. LEGAL MATTERS The legality of the shares of Common Stock offered hereby has been passed on for the Company by Dorsey & Whitney LLP, New York, New York. EXPERTS The consolidated financial statements of Enzon, Inc. and subsidiaries as of June 30, 1997 and 1996 and for each of the years in the three-year period ended June 30, 1997, 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. 13