EXHIBIT 99.2


                               ENZO BIOCHEM, INC.


                        LEAD INDEPENDENT DIRECTOR CHARTER

         (a)  MEMBERS.  The  Board  of  Directors  of Enzo  Biochem,  Inc.  (the
"Company") may, from time to time, elect a Lead  Independent  Director who shall
be a member  of the  Board of  Directors  and who  shall be  "independent."  For
purposes hereof,  "independent" shall mean a director who meets the requirements
of "independence"  under Section 10A of the Securities  Exchange Act of 1934, as
amended,  and Rule 10A-3 promulgated  thereunder and the applicable rules of the
New York Stock Exchange.

         (b)  PURPOSE.  The  primary  responsibilities  of the Lead  Independent
Director shall be to coordinate the activities of the independent  directors and
to  serve as a  liaison  between  the  Chairman  of the  Board,  Company  senior
management, when appropriate, and the other independent directors.

         (c) DUTIES AND RESPONSIBILITIES. In furtherance of the responsibilities
of the Lead Independent  Director,  the Lead Independent Director shall have the
following specific duties:

         (i)  Consult  with  the  Chairman  of the  Board  as to an  appropriate
         schedule  of Board  meetings,  seeking to ensure  that the  independent
         directors can perform their duties  responsibly  while not  interfering
         with ongoing Company operations;

         (ii) Provide the Chairman of the Board with input as to the preparation
         of the agendas for Board meetings;

         (iii) Advise the Chairman of the Board as to the quality,  quantity and
         timeliness of the  information  submitted by the  Company's  management
         that is  necessary  or  appropriate  for the  independent  directors to
         effectively and responsibly perform their duties;

         (iv) Ensure that independent  directors have adequate  opportunities to
         meet and  discuss  issues  in  executive  sessions  without  management
         present;

         (v) Develop  the  agendas  for and serve as  chairman of the  executive
         sessions of the independent directors;

         (vi) Serve as principal  liaison between the independent  directors and
         the  Chairman of the Board and between the  independent  directors  and
         senior management;

         (vii)  Consult with the Chairman of the Board as to the  membership  of
         the various Board Committees, as well as the selection of the Committee
         chairs;




         (viii)  Ensure  the  independent  directors  have  adequate  resources,
         especially by way of full,  timely and relevant  information to support
         their decision-making requirements;

         (ix) If the Chairman of the Board is unable to attend a Board  meeting;
         act as chairman of such Board meeting in the absence of the Chairman of
         the Board;

         (x) Communicate to management,  as appropriate,  the results of private
         discussions among independent directors; and

         (xi) Perform  such other  duties as the Board of  Directors  shall from
         time to time delegate.

         (d) ADVISORS.  The Company's outside General Counsel shall serve as the
primary  contact to the Lead  Independent  Director  and the other  non-employee
directors  with  regard to advice  and  counsel  as  requested  by  non-employee
directors,  the  engagement  of outside  advisors,  and on any other  matters as
requested by the Lead Independent Director.  The Lead Independent Director shall
have  the  authority  to  retain,  upon  the  approval  of  a  majority  of  the
non-employee  directors,  at the expense of the Company,  such outside  counsel,
accountants,  experts  and  other  advisors  as the  Lead  Independent  Director
determines appropriate.

         (e) CHARTER REVIEW.  On an annual basis, the Lead Independent  Director
shall  review the  adequacy  of this  Charter,  and  recommend  to the Board any
modifications or changes hereto for approval by the Board.