content: SECURITIES AND EXCHANGE COMMISSION
  
                          WASHINGTON, D.C.  20549
  
                                 FORM 8-K
  
                              CURRENT REPORT
  
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
  
  Date  of  Report  (Date  of earliest event reported)   JANUARY 31, 1996 
  
                                ENZON, INC.
  
            (Exact name  of  registrant  as  specified  in  its charter)
  
  
  
  
         DELAWARE                    0-12957              22-237286
     (State or other jurisdiction   (Commission          (IRS Employer
         of incorporation)         File Number)          Identification)
  
  
  
          20 KINGSBRIDGE ROAD,  PISCATAWAY, NEW JERSEY    08854
            (Address of principal executive offices)       (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (908) 980-4500
  
  
  
  
       (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  ITEM 5.  OTHER EVENTS
  
       Enzon,  Inc.  ("Enzon"  or  the  "Company")  has  completed  a private
  placement (the "Private Placement") of its common stock, par value $.01 per
  share  (the  "Common Stock") and Series B Convertible Preferred Stock,  par
  value $.01 per share (the "Preferred Stock") to an accredited investor (the
  "Purchaser") pursuant  to  Regulation D of the Securities Act of 1933.  The
  Company issued 1,094,890 shares  of  Common Stock (the "Common Shares") for
  an aggregate purchase price of $3,000,000  and  40,000  shares of Preferred
  Stock  (the  "Preferred  Shares")  for  an  aggregate  purchase   price  of
  $4,000,000.  The Preferred Shares will not pay a dividend.
  
       The Preferred Shares will be convertible into Common Stock at  80%  of
  the  average  market  value  of the Common Stock at the time of conversion.
  The Preferred Shares are redeemable at the option of the Company commencing
  90 days after their issuance at  a  redemption  price of $127 per Preferred
  Share.  The Preferred Shares have no voting rights,  except  as required by
  law  and  except  that  a  majority of the outstanding Preferred Shares  is
  required  to  approve  a  consolidation,   merger  or  reclassification  of
  outstanding shares of Common Stock (other than  by  way of a subdivision or
  reduction  of shares) and the approval of 2/3 of the outstanding  Preferred
  Shares is required to amend the designations, preferences and rights of the
  Preferred Shares.  The Company also issued to the Purchaser for no separate
  consideration  638,686  five-year  warrants  to  purchase Common Stock (the
  "Warrants") exercisable at $4.11 per share.
  
       In connection with the Private Placement, the  Company  entered into a
  registration  rights  agreement (the "Registration Rights Agreement")  with
  the Purchaser, pursuant  to which the Company agreed to file a registration
  statement on Form S-3 (the  "Registration  Statement")  covering the Common
  Shares, the Common Stock underlying the Preferred Shares,  the Common Stock
  underlying  the  Warrants and certain shares (the "Additional  Shares")  of
  Common Stock issuable  to  the Purchaser in the event (i) the Company fails
  to file the Registration Statement  or  the Registration Statement does not
  become effective within certain time limits  contained  in the Registration
  Rights Agreement, or (ii) the Registration Statement becomes effective, but
  is  subsequently  subject  to a stop order, or (iii) the Company  fails  to
  maintain a listing of its Common  Stock  on  NASDAQ  or  certain  specified
  national  securities  exchanges.   The  Company has agreed to maintain  the
  effectiveness of the Registration Statement  until  the  earlier  of (i) at
  least three (3) years after the date of the expiration of all the Warrants,
  or  (ii)  the date on which (a) all of the Warrants have been exercised  or
  have expired, (b) no securities entitled to be included on the Registration
  Statement are held by the Purchaser or any transferee thereof, and (c) none
  of the Preferred Shares is outstanding.
  
       The Purchaser  may  not  convert  its Preferred Shares or exercise its
  Warrants and the Company may not issue Additional  Shares  to the Purchaser
  if  as  a  result of such conversion, exercise or issuance, the  shares  of
  Common Stock  beneficially  owned by the Purchaser would exceed 4.9% of the
  outstanding shares of Common Stock.
  
       In connection with the Private  Placement,  the Company also agreed to
  use its best efforts to effect a two for one reverse  split  of  its Common
  Stock  as soon as practicable, but no earlier than its next annual  meeting
  of stockholders.
  
  
  
  
  <PAGE>
  
                              SIGNATURES
  
  
       Pursuant  to  the requirements of the Securities Exchange Act of 1934,
  
  the Registrant has duly  caused  this  report to be signed on its behalf by
  
  the undersigned hereunto duly authorized.
  
  
  
  
  Dated:  February 7, 1996
  
  
  
  
                                                ENZON, INC.
                                               (Registrant)
  
  
                             By:   /S/ KENNETH J. ZUERBLIS  Kenneth J. Zuerblis
                                      Vice President, Finance
                                      and Chief Financial
                                      Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5206}]
metadata_filer: {"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": "8-K", "act": "34", "file-number": "000-12957", "film-number": "96513395"}, "business-address": {"street1": "40 KINGSBRIDGE RD", "city": "PISCATAWAY", "state": "NJ", "zip": "08854", "phone": "9089804500"}, "mail-address": {"street1": "C/O ROSS & HARDIES", "street2": "65 EAST 55TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10022-3219"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                          WASHINGTON, D.C.  20549
  
                                 FORM 8-K
  
                              CURRENT REPORT
  
  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  Date  of  Report  (Date  of earliest event reported)   JANUARY 31, 1996 
  
                                ENZON, INC.
  
            (Exact name  of  registrant  as  specified  in  its charter)
  
         DELAWARE                    0-12957              22-237286
     (State or other jurisdiction   (Commission          (IRS Employer
         of incorporation)         File Number)          Identification)
  
          20 KINGSBRIDGE ROAD,  PISCATAWAY, NEW JERSEY    08854
            (Address of principal executive offices)       (Zip Code)
  
  Registrant's telephone number, including area code    (908) 980-4500
  
       (Former name or former address, if changed since last report)
  
  ITEM 5.  OTHER EVENTS
  
       Enzon,  Inc.  ("Enzon"  or  the  "Company")  has  completed  a private
  placement (the "Private Placement") of its common stock, par value $.01 per
  share  (the  "Common Stock") and Series B Convertible Preferred Stock,  par
  value $.01 per share (the "Preferred Stock") to an accredited investor (the
  "Purchaser") pursuant  to  Regulation D of the Securities Act of 1933.  The
  Company issued 1,094,890 shares  of  Common Stock (the "Common Shares") for
  an aggregate purchase price of $3,000,000  and  40,000  shares of Preferred
  Stock  (the  "Preferred  Shares")  for  an  aggregate  purchase   price  of
  $4,000,000.  The Preferred Shares will not pay a dividend.
  
       The Preferred Shares will be convertible into Common Stock at  80%  of
  the  average  market  value  of the Common Stock at the time of conversion.
  The Preferred Shares are redeemable at the option of the Company commencing
  90 days after their issuance at  a  redemption  price of $127 per Preferred
  Share.  The Preferred Shares have no voting rights,  except  as required by
  law  and  except  that  a  majority of the outstanding Preferred Shares  is
  required  to  approve  a  consolidation,   merger  or  reclassification  of
  outstanding shares of Common Stock (other than  by  way of a subdivision or
  reduction  of shares) and the approval of 2/3 of the outstanding  Preferred
  Shares is required to amend the designations, preferences and rights of the
  Preferred Shares.  The Company also issued to the Purchaser for no separate
  consideration  638,686  five-year  warrants  to  purchase Common Stock (the
  "Warrants") exercisable at $4.11 per share.
  
       In connection with the Private Placement, the  Company  entered into a
  registration  rights  agreement (the "Registration Rights Agreement")  with
  the Purchaser, pursuant  to which the Company agreed to file a registration
  statement on Form S-3 (the  "Registration  Statement")  covering the Common
  Shares, the Common Stock underlying the Preferred Shares,  the Common Stock
  underlying  the  Warrants and certain shares (the "Additional  Shares")  of
  Common Stock issuable  to  the Purchaser in the event (i) the Company fails
  to file the Registration Statement  or  the Registration Statement does not
  become effective within certain time limits  contained  in the Registration
  Rights Agreement, or (ii) the Registration Statement becomes effective, but
  is  subsequently  subject  to a stop order, or (iii) the Company  fails  to
  maintain a listing of its Common  Stock  on  NASDAQ  or  certain  specified
  national  securities  exchanges.   The  Company has agreed to maintain  the
  effectiveness of the Registration Statement  until  the  earlier  of (i) at
  least three (3) years after the date of the expiration of all the Warrants,
  or  (ii)  the date on which (a) all of the Warrants have been exercised  or
  have expired, (b) no securities entitled to be included on the Registration
  Statement are held by the Purchaser or any transferee thereof, and (c) none
  of the Preferred Shares is outstanding.
  
       The Purchaser  may  not  convert  its Preferred Shares or exercise its
  Warrants and the Company may not issue Additional  Shares  to the Purchaser
  if  as  a  result of such conversion, exercise or issuance, the  shares  of
  Common Stock  beneficially  owned by the Purchaser would exceed 4.9% of the
  outstanding shares of Common Stock.
  
       In connection with the Private  Placement,  the Company also agreed to
  use its best efforts to effect a two for one reverse  split  of  its Common
  Stock  as soon as practicable, but no earlier than its next annual  meeting
  of stockholders.
  SIGNATURES
  
       Pursuant  to  the requirements of the Securities Exchange Act of 1934,
  
  the Registrant has duly  caused  this  report to be signed on its behalf by
  
  the undersigned hereunto duly authorized.
  
  Dated:  February 7, 1996
  
                                                ENZON, INC.
                                               (Registrant)
  
                             By:   /S/ KENNETH J. ZUERBLIS  Kenneth J. Zuerblis
                                      Vice President, Finance
                                      and Chief Financial
                                      Officer