Registration No. 333-__________
      As filed with the Securities and Exchange Commission on June 28, 2001
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

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

             Delaware                                          22-2372868
   (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

                               20 Kingsbridge Road
                          Piscataway, New Jersey 08854
                          (Address, including zip code,
                  of registrant's principal executive offices)

                              --------------------

                   Non-Qualified Stock Option Plan, as amended
                                       and
                        Restricted Stock Award Agreement
                    between Enzon, Inc. and Arthur J. Higgins
                            (Full title of the plan)

                              --------------------

                               Kenneth J. Zuerblis
                             Chief Financial Officer
                                   Enzon, Inc.
                               20 Kingsbridge Road
                          Piscataway, New Jersey 08854
                                 (732) 980-4500
                      (Name, address and telephone number,
              including area code, of agent for service of process)

                              --------------------

                                    Copy to:
                             Kevin T. Collins, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                               New York, NY 10177
                                 (212) 415-9200

                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
                                        Amount to be       Proposed maximum            Proposed maximum             Amount of
Title of securities to be registered     registered    offering price per share    aggregate offering price     registration fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>                       <C>                         <C>
      Common Stock, $0.01                 1,700,000            $59.10(1)                 $100,470,000               $25,118
      par value per share
---------------------------------------------------------------------------------------------------------------------------------
      Common Stock, $0.01
      par value per share                    25,000            $56.83(2)                 $  1,420,750                $   356
---------------------------------------------------------------------------------------------------------------------------------
             Total                                                                                                   $25,474
=================================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, as amended,
     on the weighted average of (i) 809,480 shares underlying outstanding
     options under the Non-Qualified Stock Option Plan at a weighted exercise
     price of $61.59 per share and (i) 890,520 balance of the shares underlying
     options to be granted under the Non-Qualified Stock Option Plan at an
     average aggregate offering price of $56.83 per share as computed based upon
     the average of the high and low prices of the registrant's Common Stock on
     the Nasdaq National Market on June 27, 2001.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933, as amended,
     based upon the average of the high and low prices of the registrant's
     Common Stock on the Nasdaq National Market on June 27, 2001.
================================================================================


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Enzon, Inc. (the "Company"), are
incorporated by reference in this Registration Statement, as of their respective
dates:

     o    the Company's annual report on Form 10-K and 10-K/A for the fiscal
          year ended June 30, 2000;

     o    the Company's proxy statement dated October 27, 2000, filed in
          connection with its annual meeting of stockholders held on December 5,
          2000;

     o    all other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Exchange Act since June 30, 2000, including but not
          limited to, the Quarterly Reports on Form 10-Q for the quarters ended
          September 30, 2000, December 31, 2000 and March 31, 2001 and the
          Current Reports on Form 8-K filed on August 17, 2000, September 18,
          2000, November 2, 2000, November 6, 2000, November 7, 2000, November
          8, 2000, December 19, 2000, December 21, 2000, January 22, 2001,
          February 6, 2001, February 16, 2001, February 22, 2001, March 26,
          2001, March 30, 2001, May 7, 2001, May 9, 2001, May 23, 2001, June 13,
          2001, June 14, 2001 and June 21, 2001; and

     o    the Company's Form 8-A, filed on October 29, 1984, as amended by Form
          8-A/A filed on October 15, 1990, with respect to its common stock.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner

<PAGE>

he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

     Section 145 also empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity, for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

     Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith, that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation is empowered to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under Section 145.

     Article 8 of the Company's by-laws specifies that the registrant shall
indemnify its directors and officers to the full extent permitted by the DGCL.
This provision of the by-laws is deemed to be a contract between the registrant
and each director and officer who serves in such capacity at any time while such
provision and the relevant provisions of the DGCL are in effect, and any repeal
or modification thereof shall not offset any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought or threatened in whole or
in part upon any such state of facts.

     Section 102(b)(7) of the DGCL enables a corporation in its certificate of
incorporation to limit the personal liability of members of its board of
directors for violation of a director's fiduciary duty of care. This Section
does not, however, limit the liability of a director for breaching his duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating a law, or from any transaction in which the director derived
an improper personal benefit. This Section also will have no effect on claims
arising under the federal securities laws. The Company's certificate of
incorporation limits the liability of its directors as authorized by Section
102(b)(7).

     The Company's officers and directors have executed indemnity agreements
with Enzon which supplement the protections provided by the Company's
certificate of incorporation and by-laws.

     The indemnity agreements provide for indemnification of directors,
officers, employees or agents for liabilities arising out of claims against such
persons acting as directors, officers, employees or agents of the registrant (or
any entity controlling, controlled by or under common control with the
registrant) due to any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done, or suffered or
wrongfully attempted by such directors, officers, employees and agents, except
as prohibited by law. The indemnity agreements also provide for the advancement
of costs and


                                      II-2
<PAGE>

expenses, including attorneys' fees, incurred by directors, officers, employees
and agents in defending or investigating any action, suit, proceeding or claim,
subject to an undertaking by the indemnified person to repay such amounts if it
is ultimately determined that such person is not entitled to indemnification
under such agreement. The indemnity agreements cover future acts and omissions
of directors, officers, employees and agents for which actions may be brought.
The registrant has been advised by its counsel that the indemnity agreements may
also cover acts and omissions of directors, officers, employees and agents which
occurred prior to the execution of the indemnity agreements for which actions
may be brought, although there can be no assurance that, if challenged, such
retroactive indemnification will be upheld under Delaware law. Thus, any
recovery for past acts may be illegal and unenforceable. The foregoing
provisions of the indemnity agreements are consistent with Article 8 of the
registrant's by-laws and the registrant's policy to indemnify directors and
officers to the fullest extent permitted by law.

     The indemnity agreements also provide that directors, officers, employees
and agents are entitled to indemnification against all expenses (including
attorneys' fees) incurred in seeking to collect an indemnity claim or to obtain
advancement of expenses from the registrant.

     The rights of directors, officers, employees and agents under the indemnity
agreements are not exclusive of any other rights directors, officers, employees
and agents may have under Delaware law, any liability insurance policies that
may be obtained, the registrant's by-laws or otherwise. The registrant currently
carries liability insurance for the benefit of its directors and officers which
provides coverage for many of the same matters covered by the indemnity
agreements. The indemnity agreements will not provide indemnification to the
extent that any claims are paid by insurance or through any source of
indemnification other than the indemnity agreements. Moreover, the registrant
would not be required to indemnify a director, officer, employee or agent for
any claim based upon the director, officer, employee or agent gaining, in fact,
a personal profit or advantage to which he or she was not legally entitled, any
claim for accounting of profits made in connection with a violation of Section
16(b) of the Securities Exchange Act of 1934 or a similar state or common law
provision or any claim brought about or contributed to by the dishonesty of the
director, officer, employee and agent. The registrant would be required to
indemnify a director, officer, employee and agent against a claim alleging
improper personal profit or advantage, or dishonesty, unless a final judgment of
a court of competent jurisdiction establishes that such person gained in fact an
improper personal profit or advantage or committed acts of active and deliberate
dishonesty with an actual dishonest purpose and intent and such acts were
material to the adjudicated proceedings. The indemnity agreements provide that
if the registrant pays a director, officer, employee or agent pursuant to such
Agreement, the registrant will be subrogated to the indemnified person's right
to recover from third parties.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit    Description
     Number
     ------

      3.1       Certificate of Incorporation, as amended*

      3.2       By-laws, as amended**

      3.3       Amendment to Certificate of Incorporation dated January 5,
                1998***

      4.1       Employment Agreement between Enzon, Inc. and Arthur J.
                Higgins****


                                      II-3
<PAGE>

     Exhibit    Description
     Number
     ------

      4.2       Amendment dated May 23, 2001 to Employment Agreement between
                Enzon, Inc. and Arthur J. Higgins dated May 9, 2001****

      4.3       Form of Restricted Stock Award Agreement between Enzon, Inc. and
                Arthur J. Higgins.

      5.1       Opinion of Dorsey & Whitney LLP.

      23.1      Consent of KPMG LLP.

      23.2      Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                this Registration Statement).

      24.1      Power of Attorney (included on signature page).

      *         Previously filed as an exhibit to the Company's Quarterly Report
                on Form 10-Q for the quarter ended March 31, 1996 and
                incorporated herein by reference.
      **        Previously filed as an exhibit to the Company's Registration
                Statement on Form S-2 (File No. 33-34874) and incorporated
                herein by reference.
      ***       Previously filed as an exhibit to the Company's Quarterly Report
                in Form 10-Q for the quarter ended December 31, 1997 and
                incorporated herein by reference thereto.
      ****      Previously filed as an exhibit to the Company's Current Report
                on Form 8-K dated June 13, 2001.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the registrant pursuant to Section 13 or


                                      II-4
<PAGE>

     Section 15(d) of the Exchange Act that are incorporated by reference in the
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or other controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Piscataway, State of New Jersey, on June 28, 2001.

                                      ENZON, INC.

                                      By        /s/ ARTHUR J. HIGGINS
                                        ----------------------------------------
                                                      Arthur J. Higgins
                                              President, Chief Executive Officer
                                                        and Director

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Arthur J. Higgins and Kenneth J.
Zuerblis, and each of them, his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8, and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 28, 2001.

       /s/ ARTHUR J. HIGGINS              President, Chief Executive Officer and
------------------------------------      Director
        Arthur J. Higgins                 (principal executive officer)


      /s/ KENNETH J. ZUERBLIS             Vice President, Finance and Chief
------------------------------------      Financial Officer
       Kenneth J. Zuerblis                (principal financial and accounting
                                          officer)

     /s/  RANDY H. THURMAN                Chairman of the Board
------------------------------------
         Randy H. Thurman

                                          Director
------------------------------------
         David S. Barlow


        /s/ ROLF A. CLASSON               Director
------------------------------------
         Rolf A. Classon


                                      II-6
<PAGE>

                                          Director
------------------------------------
       Rosina B. Dixon, M.D.

        /s/ DAVID W. GOLDE                Director
------------------------------------
       David W. Golde, M.D.

       /s/  ROBERT LEBUHN                 Director
------------------------------------
          Robert LeBuhn


                                      II-7
<PAGE>

                                EXHIBIT INDEX TO
                                    FORM S-8

                                   Enzon, Inc.

   Exhibit          Description
   Number           -----------
   -------
   5.1              Opinion of Dorsey & Whitney LLP.

   4.3              Form of Restricted Stock Award Agreement between Enzon, Inc.
                    and Arthur J. Higgins.

   23.1             Consent of KPMG LLP.
[{"type": "S-8", "sequence": "1", "filename": "d26141_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 25907}]
{"company-data": {"conformed-name": "ENZON INC", "cik": "0000727510", "assigned-sic": "2836", "irs-number": "222372868", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64110", "film-number": "1670809"}, "business-address": {"street1": "20 KINGSBRIDGE RD", "city": "PISCATAWAY", "state": "NJ", "zip": "08854", "phone": "7329804500"}, "mail-address": {"street1": "C/O DORSEY & WHITNEY LLP", "street2": "250 PARK AVE", "city": "NEW YORK", "state": "NY", "zip": "10177"}}
Registration No. 333-__________
      As filed with the Securities and Exchange Commission on June 28, 2001
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

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

             Delaware                                          22-2372868
   (State or other jurisdiction                             (I.R.S. Employer
 of incorporation or organization)                         Identification No.)

                               20 Kingsbridge Road
                          Piscataway, New Jersey 08854
                          (Address, including zip code,
                  of registrant's principal executive offices)

                              --------------------

                   Non-Qualified Stock Option Plan, as amended
                                       and
                        Restricted Stock Award Agreement
                    between Enzon, Inc. and Arthur J. Higgins
                            (Full title of the plan)

                              --------------------

                               Kenneth J. Zuerblis
                             Chief Financial Officer
                                   Enzon, Inc.
                               20 Kingsbridge Road
                          Piscataway, New Jersey 08854
                                 (732) 980-4500
                      (Name, address and telephone number,
              including area code, of agent for service of process)

                              --------------------

                                    Copy to:
                             Kevin T. Collins, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                               New York, NY 10177
                                 (212) 415-9200

                              --------------------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                        Amount to be       Proposed maximum            Proposed maximum             Amount of
Title of securities to be registered     registered    offering price per share    aggregate offering price     registration fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01                 1,700,000            $59.10(1)                 $100,470,000               $25,118
      par value per share
---------------------------------------------------------------------------------------------------------------------------------
      Common Stock, $0.01
      par value per share                    25,000            $56.83(2)                 $  1,420,750                $   356
---------------------------------------------------------------------------------------------------------------------------------
             Total                                                                                                   $25,474
=================================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933, as amended,
     on the weighted average of (i) 809,480 shares underlying outstanding
     options under the Non-Qualified Stock Option Plan at a weighted exercise
     price of $61.59 per share and (i) 890,520 balance of the shares underlying
     options to be granted under the Non-Qualified Stock Option Plan at an
     average aggregate offering price of $56.83 per share as computed based upon
     the average of the high and low prices of the registrant's Common Stock on
     the Nasdaq National Market on June 27, 2001.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933, as amended,
     based upon the average of the high and low prices of the registrant's
     Common Stock on the Nasdaq National Market on June 27, 2001.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Enzon, Inc. (the "Company"), are
incorporated by reference in this Registration Statement, as of their respective
dates:

     o    the Company's annual report on Form 10-K and 10-K/A for the fiscal
          year ended June 30, 2000;

     o    the Company's proxy statement dated October 27, 2000, filed in
          connection with its annual meeting of stockholders held on December 5,
          2000;

     o    all other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Exchange Act since June 30, 2000, including but not
          limited to, the Quarterly Reports on Form 10-Q for the quarters ended
          September 30, 2000, December 31, 2000 and March 31, 2001 and the
          Current Reports on Form 8-K filed on August 17, 2000, September 18,
          2000, November 2, 2000, November 6, 2000, November 7, 2000, November
          8, 2000, December 19, 2000, December 21, 2000, January 22, 2001,
          February 6, 2001, February 16, 2001, February 22, 2001, March 26,
          2001, March 30, 2001, May 7, 2001, May 9, 2001, May 23, 2001, June 13,
          2001, June 14, 2001 and June 21, 2001; and

     o    the Company's Form 8-A, filed on October 29, 1984, as amended by Form
          8-A/A filed on October 15, 1990, with respect to its common stock.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

     Section 145 also empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Delaware Court of Chancery
or the court in which such action was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity, for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

     Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith, that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation is empowered to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation against any liability asserted against him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under Section 145.

     Article 8 of the Company's by-laws specifies that the registrant shall
indemnify its directors and officers to the full extent permitted by the DGCL.
This provision of the by-laws is deemed to be a contract between the registrant
and each director and officer who serves in such capacity at any time while such
provision and the relevant provisions of the DGCL are in effect, and any repeal
or modification thereof shall not offset any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought or threatened in whole or
in part upon any such state of facts.

     Section 102(b)(7) of the DGCL enables a corporation in its certificate of
incorporation to limit the personal liability of members of its board of
directors for violation of a director's fiduciary duty of care. This Section
does not, however, limit the liability of a director for breaching his duty of
loyalty, failing to act in good faith, engaging in intentional misconduct or
knowingly violating a law, or from any transaction in which the director derived
an improper personal benefit. This Section also will have no effect on claims
arising under the federal securities laws. The Company's certificate of
incorporation limits the liability of its directors as authorized by Section
102(b)(7).

     The Company's officers and directors have executed indemnity agreements
with Enzon which supplement the protections provided by the Company's
certificate of incorporation and by-laws.

     The indemnity agreements provide for indemnification of directors,
officers, employees or agents for liabilities arising out of claims against such
persons acting as directors, officers, employees or agents of the registrant (or
any entity controlling, controlled by or under common control with the
registrant) due to any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done, or suffered or
wrongfully attempted by such directors, officers, employees and agents, except
as prohibited by law. The indemnity agreements also provide for the advancement
of costs and

                                      II-2
expenses, including attorneys' fees, incurred by directors, officers, employees
and agents in defending or investigating any action, suit, proceeding or claim,
subject to an undertaking by the indemnified person to repay such amounts if it
is ultimately determined that such person is not entitled to indemnification
under such agreement. The indemnity agreements cover future acts and omissions
of directors, officers, employees and agents for which actions may be brought.
The registrant has been advised by its counsel that the indemnity agreements may
also cover acts and omissions of directors, officers, employees and agents which
occurred prior to the execution of the indemnity agreements for which actions
may be brought, although there can be no assurance that, if challenged, such
retroactive indemnification will be upheld under Delaware law. Thus, any
recovery for past acts may be illegal and unenforceable. The foregoing
provisions of the indemnity agreements are consistent with Article 8 of the
registrant's by-laws and the registrant's policy to indemnify directors and
officers to the fullest extent permitted by law.

     The indemnity agreements also provide that directors, officers, employees
and agents are entitled to indemnification against all expenses (including
attorneys' fees) incurred in seeking to collect an indemnity claim or to obtain
advancement of expenses from the registrant.

     The rights of directors, officers, employees and agents under the indemnity
agreements are not exclusive of any other rights directors, officers, employees
and agents may have under Delaware law, any liability insurance policies that
may be obtained, the registrant's by-laws or otherwise. The registrant currently
carries liability insurance for the benefit of its directors and officers which
provides coverage for many of the same matters covered by the indemnity
agreements. The indemnity agreements will not provide indemnification to the
extent that any claims are paid by insurance or through any source of
indemnification other than the indemnity agreements. Moreover, the registrant
would not be required to indemnify a director, officer, employee or agent for
any claim based upon the director, officer, employee or agent gaining, in fact,
a personal profit or advantage to which he or she was not legally entitled, any
claim for accounting of profits made in connection with a violation of Section
16(b) of the Securities Exchange Act of 1934 or a similar state or common law
provision or any claim brought about or contributed to by the dishonesty of the
director, officer, employee and agent. The registrant would be required to
indemnify a director, officer, employee and agent against a claim alleging
improper personal profit or advantage, or dishonesty, unless a final judgment of
a court of competent jurisdiction establishes that such person gained in fact an
improper personal profit or advantage or committed acts of active and deliberate
dishonesty with an actual dishonest purpose and intent and such acts were
material to the adjudicated proceedings. The indemnity agreements provide that
if the registrant pays a director, officer, employee or agent pursuant to such
Agreement, the registrant will be subrogated to the indemnified person's right
to recover from third parties.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit    Description
     Number
     ------

      3.1       Certificate of Incorporation, as amended*

      3.2       By-laws, as amended**

      3.3       Amendment to Certificate of Incorporation dated January 5,
                1998***

      4.1       Employment Agreement between Enzon, Inc. and Arthur J.
                Higgins****

                                      II-3
Exhibit    Description
     Number
     ------

      4.2       Amendment dated May 23, 2001 to Employment Agreement between
                Enzon, Inc. and Arthur J. Higgins dated May 9, 2001****

      4.3       Form of Restricted Stock Award Agreement between Enzon, Inc. and
                Arthur J. Higgins.

      5.1       Opinion of Dorsey & Whitney LLP.

      23.1      Consent of KPMG LLP.

      23.2      Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                this Registration Statement).

      24.1      Power of Attorney (included on signature page).

      *         Previously filed as an exhibit to the Company's Quarterly Report
                on Form 10-Q for the quarter ended March 31, 1996 and
                incorporated herein by reference.
      **        Previously filed as an exhibit to the Company's Registration
                Statement on Form S-2 (File No. 33-34874) and incorporated
                herein by reference.
      ***       Previously filed as an exhibit to the Company's Quarterly Report
                in Form 10-Q for the quarter ended December 31, 1997 and
                incorporated herein by reference thereto.
      ****      Previously filed as an exhibit to the Company's Current Report
                on Form 8-K dated June 13, 2001.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the registrant pursuant to Section 13 or

                                      II-4
Section 15(d) of the Exchange Act that are incorporated by reference in the
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or other controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Piscataway, State of New Jersey, on June 28, 2001.

                                      ENZON, INC.

                                      By        /s/ ARTHUR J. HIGGINS
                                        ----------------------------------------
                                                      Arthur J. Higgins
                                              President, Chief Executive Officer
                                                        and Director

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Arthur J. Higgins and Kenneth J.
Zuerblis, and each of them, his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8, and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each such attorney-in-fact and agent, or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 28, 2001.

       /s/ ARTHUR J. HIGGINS              President, Chief Executive Officer and
------------------------------------      Director
        Arthur J. Higgins                 (principal executive officer)

      /s/ KENNETH J. ZUERBLIS             Vice President, Finance and Chief
------------------------------------      Financial Officer
       Kenneth J. Zuerblis                (principal financial and accounting
                                          officer)

     /s/  RANDY H. THURMAN                Chairman of the Board
------------------------------------
         Randy H. Thurman

                                          Director
------------------------------------
         David S. Barlow

        /s/ ROLF A. CLASSON               Director
------------------------------------
         Rolf A. Classon

                                      II-6
Director
------------------------------------
       Rosina B. Dixon, M.D.

        /s/ DAVID W. GOLDE                Director
------------------------------------
       David W. Golde, M.D.

       /s/  ROBERT LEBUHN                 Director
------------------------------------
          Robert LeBuhn

                                      II-7
EXHIBIT INDEX TO
                                    FORM S-8

                                   Enzon, Inc.

   Exhibit          Description
   Number           -----------
   -------
   5.1              Opinion of Dorsey & Whitney LLP.

   4.3              Form of Restricted Stock Award Agreement between Enzon, Inc.
                    and Arthur J. Higgins.

   23.1             Consent of KPMG LLP.