As filed with the Securities and Exchange Commission
                              on December 17, 1996

                                                       Registration No. 33-_____
       -----------------------------------------------------------------

                       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 juris-                                  (I.R.S. Employer
diction of incorporation                                  Identification No.)
or organization)


                20 Kingsbridge Road, Piscataway, New Jersey 08854
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                        Independent Directors' Stock Plan
                   Non-Qualified Stock Option Plan, as amended
                   -------------------------------------------
                            (Full title of the plan)


                                John Caruso, Esq.
                                -----------------
              Vice-President, Business Development, General Counsel
                                  and Secretary
                                   Enzon, Inc.
                               20 Kingsbridge Road
                          Piscataway, New Jersey 08854

                                   copies to:

                             Kevin T. Collins, Esq.
                                 Ross & Hardies
                               65 East 55th Avenue
                            New York, New York 10022
                                 (212) 421-5555


<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================================

                                                                    Proposed
                                       Amount of                    Maximum                    Proposed
          Title of Each Class of      Shares to be                  Offering                  Aggregate                 Amount of
             Securities to be          Registered                  Price Per                   Offering                Registration
                 Registered                                          Share                     Price(1)                    Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                      <C>                        <C>                          <C>                      <C>   
Common Stock $.01 par                 2,271,578                  $2.375                       $5,394,998               $1,635
value per Share
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par                 1,168,422                  $3.17                        $3,703,898               $1,123
value per Share
-----------------------------------------------------------------------------------------------------------------------------------
Totals                                3,440,000                                               $9,098,896               $2,758
==================================================================================================================================
</TABLE>

(1)  Solely for the purpose of calculating  the  registration  fee, the Proposed
     Aggregate Offering Price has been estimated in accordance with Rule 457(h).
     Accordingly,  the price per share of Common Stock subject to an outstanding
     option  is  equal to  $3.17,  which is the  average  exercise  price of the
     outstanding options, and the price per share of Common Stock not subject to
     an outstanding option is equal to $2.375,  which is based on the average of
     the high and low  prices  for a share of Common  Stock as  reported  by the
     NASDAQ National Market on December 11, 1996.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.

         The Registrant  hereby  incorporates  herein by reference the following
documents  previously  filed with the  Securities and Exchange  Commission  (the
"Commission"):

         (a) its Annual  Report on Form 10-K for the Fiscal  Year Ended June 30,
1996, which contains certified financial  statements for the Registrant's latest
fiscal year for which a Form 10-K was required to have been filed;

         (b) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since June
30, 1996,  including  but not limited to Quarterly  Reports on Form 10-Q for the
Quarter Ended  September 30, 1996 and the Current Reports on Form 8-K filed with
the Commission on July 22, 1996 and November 4, 1996; and

         (c) 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 subsequently filed by the registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date 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 Officers and Directors.
-------           ------------------------------------------

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware 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 is or was a director, officer, employee or agent

                                      II-1

<PAGE>

of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful.

         Subsection  (b) of Section 145 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 he 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,  partnership,  joint  venture,  trust  or other
enterprise,   against  expenses  (including   attorneys'  fees),   actually  and
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification  shall 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 Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the  adjudication  of liability but in view of all of the  circumstances  of the
case,  which  person is fairly and  reasonably  entitled to  indemnify  for such
expenses which the Court of Chancery or such other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith; that the indemnification provided by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled; and that the scope of indemnification extends to directors,  officers,
employees, or agents of a constituent corporation absorbed in a consolidation or
merger and persons  serving in that  capacity at the request of the  constituent
corporation  for another.  Section 145 also empowers the corporation to purchase
and  maintain  insurance  on behalf of a director or officer of the  corporation
against  any  liability  asserted  against  him or  incurred  by him in any such
capacity  or arising  out of his status as such  whether or not the  corporation
would have the power to indemnify  him against such  liabilities  under  Section
145.

                                      II-2

<PAGE>

         Article 8 of the  registrant's  By-laws  specifies  that the registrant
shall  indemnify its directors and officers to the full extent  permitted by the
General Corporation Law of Delaware.  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  General  Corporation  Law of  Delaware  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 Delaware  General  Corporation  Law 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
registrant's  certificate of incorporation limits the liability of its directors
as authorized by Section 102(b)(7).

         On January 5, 1988, the registrant's Board of Directors  approved,  and
on January 12, 1988, the stockholders  ratified,  Indemnity  Agreements with the
then current  directors and executive  officers of the  registrant  and approved
future Indemnity  Agreements with directors,  officers,  employees and agents of
the  registrant.  All current  officers and directors of the registrant now have
such agreements.  The Indemnity  Agreements provide to the current directors and
officers, and will provide to future directors,  officers,  employees and agents
of the  registrant  who  may be  provided  Indemnity  Agreements,  substantially
broader indemnity rights than are provided currently to the directors, officers,
employees and agents of the  registrant  under the  registrant's  Bylaws and the
General Corporation Law of Delaware.

         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  expenses,  including  attorneys'  fees,  incurred  by  directors,
officers,  employees and agents in defending or investigating any action,  suit,
proceeding

                                      II-3

<PAGE>

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 total  coverage  under the insurance
policy is $10,000,000. 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  or 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 established 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,

                                      II-4

<PAGE>

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
Number                     Description
------                     -----------

 5.1     -        Opinion of Ross & Hardies.
23.1     -        Consent of KPMG Peat Marwick LLP.
23.2     -        Consent of Ross & Hardies (contained in opinion filed as
                  Exhibit 5.1).
24.1     -        Powers of Attorney.*
-----------------------
*Powers of Attorney are contained in signatures.

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;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this 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 this 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 the 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.

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

                                      II-5

<PAGE>

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  Registrant  pursuant  to  section  13  or  section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference in
         this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, 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) That for purposes of determining  any liability  under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) That, insofar as indemnification  for liabilities  arising
under the  Securities  Act of 1933 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 Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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  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 Act and will
be governed by the final adjudication of such issue.


                                      II-6

<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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the City of Piscataway,  State of New Jersey,  on this 13th
day of December, 1996.



                                                                     ENZON, INC.



                                                        By: /S/ PETER G. TOMBROS
                                                                Peter G. Tombros
                                                      President, Chief Executive
                                                            Officer and Director



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes  and appoints  Peter G. Tombros and Kenneth J.
Zuerblis,  his true and lawful  attorneys-in-fact and agents, each acting alone,
with full powers of substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration Statement and to file the same, with all exhibits thereto, and
all other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done, in and about the premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-7

<PAGE>

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


           Signature                    Capacity                  Date
           ---------                    --------                  ----

/S/ PETER G. TOMBROS           President, Chief          December 13, 1996
Peter G. Tombros               Executive Officer and
                               Director (Principal
                               Executive Officer)


/S/ KENNETH J. ZUERBLIS        Vice President,           December 13, 1996
Kenneth J. Zuerblis            Finance and Chief
                               Financial Officer
                               (Principal Financial
                               Officer and Principal
                               Accounting Officer)


/S/ RANDY H.THURMAN            Chairman of the Board     December 13, 1996
Randy H. Thurman               of Directors


/S/ ROBERT LEBUHN              Director                  December 13, 1996
Robert LeBuhn


/S/ A.M. MACKINNON             Director                  December 13, 1996
A.M. "Don" Mackinnon


                               Director                  December __, 1996
Rosina B. Dixon

                                      II-8

<PAGE>


Registration No. 33-_____


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







                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                                   ENZON, INC.






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




<PAGE>


                                   ENZON, INC.


                                  EXHIBIT INDEX


                                                                     Location
                                                                        of
                                                                     Document
                                                                        in
                                                                    Sequential
                                                                     Numbering
Exhibit No.                Description                                System
-----------                -----------                                ------


          5.1              Opinion of Ross & Hardies                    E-1
         23.1              Consent of KPMG Peat Marwick LLP             E-2
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27330}]
{"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": "333-18051", "film-number": "96682104"}, "business-address": {"street1": "20 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"}}
As filed with the Securities and Exchange Commission
                              on December 17, 1996

                                                       Registration No. 33-_____
       -----------------------------------------------------------------

                       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 juris-                                  (I.R.S. Employer
diction of incorporation                                  Identification No.)
or organization)

                20 Kingsbridge Road, Piscataway, New Jersey 08854
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                        Independent Directors' Stock Plan
                   Non-Qualified Stock Option Plan, as amended
                   -------------------------------------------
                            (Full title of the plan)

                                John Caruso, Esq.
                                -----------------
              Vice-President, Business Development, General Counsel
                                  and Secretary
                                   Enzon, Inc.
                               20 Kingsbridge Road
                          Piscataway, New Jersey 08854

                                   copies to:

                             Kevin T. Collins, Esq.
                                 Ross & Hardies
                               65 East 55th Avenue
                            New York, New York 10022
                                 (212) 421-5555
CALCULATION OF REGISTRATION FEE
================================================================================================================================

                                                                    Proposed
                                       Amount of                    Maximum                    Proposed
          Title of Each Class of      Shares to be                  Offering                  Aggregate                 Amount of
             Securities to be          Registered                  Price Per                   Offering                Registration
                 Registered                                          Share                     Price(1)                    Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par                 2,271,578                  $2.375                       $5,394,998               $1,635
value per Share
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock $.01 par                 1,168,422                  $3.17                        $3,703,898               $1,123
value per Share
-----------------------------------------------------------------------------------------------------------------------------------
Totals                                3,440,000                                               $9,098,896               $2,758
==================================================================================================================================
(1)  Solely for the purpose of calculating  the  registration  fee, the Proposed
     Aggregate Offering Price has been estimated in accordance with Rule 457(h).
     Accordingly,  the price per share of Common Stock subject to an outstanding
     option  is  equal to  $3.17,  which is the  average  exercise  price of the
     outstanding options, and the price per share of Common Stock not subject to
     an outstanding option is equal to $2.375,  which is based on the average of
     the high and low  prices  for a share of Common  Stock as  reported  by the
     NASDAQ National Market on December 11, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.

         The Registrant  hereby  incorporates  herein by reference the following
documents  previously  filed with the  Securities and Exchange  Commission  (the
"Commission"):

         (a) its Annual  Report on Form 10-K for the Fiscal  Year Ended June 30,
1996, which contains certified financial  statements for the Registrant's latest
fiscal year for which a Form 10-K was required to have been filed;

         (b) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since June
30, 1996,  including  but not limited to Quarterly  Reports on Form 10-Q for the
Quarter Ended  September 30, 1996 and the Current Reports on Form 8-K filed with
the Commission on July 22, 1996 and November 4, 1996; and

         (c) 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 subsequently filed by the registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date 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 Officers and Directors.
-------           ------------------------------------------

         Subsection  (a)  of  Section  145  of the  General  Corporation  Law of
Delaware 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 is or was a director, officer, employee or agent

                                      II-1
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful.

         Subsection  (b) of Section 145 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 he 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,  partnership,  joint  venture,  trust  or other
enterprise,   against  expenses  (including   attorneys'  fees),   actually  and
reasonably  incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification  shall 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 Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the  adjudication  of liability but in view of all of the  circumstances  of the
case,  which  person is fairly and  reasonably  entitled to  indemnify  for such
expenses which the Court of Chancery or such other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (a) and (b) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith; that the indemnification provided by Section 145 shall not
be deemed  exclusive of any other rights to which the  indemnified  party may be
entitled; and that the scope of indemnification extends to directors,  officers,
employees, or agents of a constituent corporation absorbed in a consolidation or
merger and persons  serving in that  capacity at the request of the  constituent
corporation  for another.  Section 145 also empowers the corporation to purchase
and  maintain  insurance  on behalf of a director or officer of the  corporation
against  any  liability  asserted  against  him or  incurred  by him in any such
capacity  or arising  out of his status as such  whether or not the  corporation
would have the power to indemnify  him against such  liabilities  under  Section
145.

                                      II-2
Article 8 of the  registrant's  By-laws  specifies  that the registrant
shall  indemnify its directors and officers to the full extent  permitted by the
General Corporation Law of Delaware.  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  General  Corporation  Law of  Delaware  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 Delaware  General  Corporation  Law 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
registrant's  certificate of incorporation limits the liability of its directors
as authorized by Section 102(b)(7).

         On January 5, 1988, the registrant's Board of Directors  approved,  and
on January 12, 1988, the stockholders  ratified,  Indemnity  Agreements with the
then current  directors and executive  officers of the  registrant  and approved
future Indemnity  Agreements with directors,  officers,  employees and agents of
the  registrant.  All current  officers and directors of the registrant now have
such agreements.  The Indemnity  Agreements provide to the current directors and
officers, and will provide to future directors,  officers,  employees and agents
of the  registrant  who  may be  provided  Indemnity  Agreements,  substantially
broader indemnity rights than are provided currently to the directors, officers,
employees and agents of the  registrant  under the  registrant's  Bylaws and the
General Corporation Law of Delaware.

         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  expenses,  including  attorneys'  fees,  incurred  by  directors,
officers,  employees and agents in defending or investigating any action,  suit,
proceeding

                                      II-3
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 total  coverage  under the insurance
policy is $10,000,000. 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  or 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 established 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,

                                      II-4
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
Number                     Description
------                     -----------

 5.1     -        Opinion of Ross & Hardies.
23.1     -        Consent of KPMG Peat Marwick LLP.
23.2     -        Consent of Ross & Hardies (contained in opinion filed as
                  Exhibit 5.1).
24.1     -        Powers of Attorney.*
-----------------------
*Powers of Attorney are contained in signatures.

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;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this 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 this 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 the 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.

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

                                      II-5
provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the  Registrant  pursuant  to  section  13  or  section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference in
         this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, 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) That for purposes of determining  any liability  under the
Securities Act of 1933, each filing of the  Registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) That, insofar as indemnification  for liabilities  arising
under the  Securities  Act of 1933 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 Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 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  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 Act and will
be governed by the final adjudication of such issue.

                                      II-6
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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the City of Piscataway,  State of New Jersey,  on this 13th
day of December, 1996.

                                                                     ENZON, INC.

                                                        By: /S/ PETER G. TOMBROS
                                                                Peter G. Tombros
                                                      President, Chief Executive
                                                            Officer and Director

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes  and appoints  Peter G. Tombros and Kenneth J.
Zuerblis,  his true and lawful  attorneys-in-fact and agents, each acting alone,
with full powers of substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this Registration Statement and to file the same, with all exhibits thereto, and
all other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done, in and about the premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

                                      II-7
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

           Signature                    Capacity                  Date
           ---------                    --------                  ----

/S/ PETER G. TOMBROS           President, Chief          December 13, 1996
Peter G. Tombros               Executive Officer and
                               Director (Principal
                               Executive Officer)

/S/ KENNETH J. ZUERBLIS        Vice President,           December 13, 1996
Kenneth J. Zuerblis            Finance and Chief
                               Financial Officer
                               (Principal Financial
                               Officer and Principal
                               Accounting Officer)

/S/ RANDY H.THURMAN            Chairman of the Board     December 13, 1996
Randy H. Thurman               of Directors

/S/ ROBERT LEBUHN              Director                  December 13, 1996
Robert LeBuhn

/S/ A.M. MACKINNON             Director                  December 13, 1996
A.M. "Don" Mackinnon

                               Director                  December __, 1996
Rosina B. Dixon

                                      II-8
Registration No. 33-_____

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               EXHIBITS FILED WITH

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ENZON, INC.

       -----------------------------------------------------------------
ENZON, INC.

                                  EXHIBIT INDEX

                                                                     Location
                                                                        of
                                                                     Document
                                                                        in
                                                                    Sequential
                                                                     Numbering
Exhibit No.                Description                                System
-----------                -----------                                ------

          5.1              Opinion of Ross & Hardies                    E-1
         23.1              Consent of KPMG Peat Marwick LLP             E-2