EXHIBIT 4.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                               ENZO BIOCHEM, INC.

                Under Section 402 of the Business Corporation Law

         1.       The name of the Corporation is:

                  ENZO BIOCHEM, INC.

         2.       The purposes for which the Corporation is formed are:

                  (a)      To  manufacture  or  otherwise   produce,   purchase,
                           process,  compound,   prepare,  inventory,  sell  and
                           conduct research  relating to all kinds of chemicals,
                           drugs, enzymes,  medicines,  physicians and surgeon's
                           supplies  and   instruments   and  all   accessories,
                           appliances,  kits, instruments, and products relating
                           thereto.

                  (b)      To  acquire,   lease,   manage,   operate,   develop,
                           subdivide,  control,  build,  erect or  maintain  any
                           rights or interests in real  property of any kind for
                           any commercial, residential or public purposes.

                  (c)      To  conduct a general  mercantile  and  manufacturing
                           business, to operate a laboratory or similar place of
                           research, and to engage in all activities or services
                           incidental or related thereto.

                  (d)      To manufacture,  acquire,  sell or otherwise  dispose
                           of,  and deal in and  with,  all  kinds  of  personal
                           property.

                  (e)      To acquire, sell or otherwise dispose of, deal in and
                           with,  and grant and obtain rights in respect of, all
                           kinds of intangible property including patent rights,
                           inventions,   discoveries,  formulae  and  processes,
                           copyrights, trademarks, trade names and designs.

                  (f)      To borrow or raise  money,  to issue  securities  and
                           other  evidences  of  indebtedness  of all  kinds and
                           secure  their  payment by the  creation  of  security
                           interests in any of its property.

                  (g)      To acquire, sell or transfer its own securities.

                  (h)      To lend  any of its  funds,  with or  without  either
                           security or interest.

                  (i)      To acquire  and to sell or  otherwise  dispose of (a)
                           any  interest  in  the  business  or  assets  of  any
                           individual,  corporation  or  other  entity,  and (b)
                           securities and  obligations  issued or created by any
                           corporation,



                           governmental  unit or other  entity,  and to exercise
                           any rights relating to them.

                  (j)      To the extent permitted by law, to promote,  finance,
                           underwrite or assist,  financially or otherwise,  and
                           to  assume  or  guarantee  the  obligations  of,  any
                           individual,   corporation   or   other   entity,   in
                           furtherance of its corporate purposes.

                  (k)      To  carry  out  any  of  the  foregoing  purposes  as
                           principal or agent,  either  alone or in  association
                           with others.

                  (l)      To carry on any similar lawful business.

         The  listing of these  purposes  is not to imply any  limitation  on or
exclusion  of any  powers  this  Corporation  may have under New York law now or
hereafter in effect.

         3.       The office of the Corporation will be in the City of New York,
County of New York and State of New York.

         4.       The  aggregate  number of  shares  which  the  Corporation  is
authorized to issue is  one-hundred  (100) Common Shares of the par value of ten
cents (10(cent)) each.

         5.       The  Secretary of State of New York is designated as the agent
of the Corporation upon whom process against it may be served.  The Secretary of
State shall mail a copy of any  process  against  the  Corporation  which may be
served upon him to the  Corporation  c/o Elazer  Rabbani,  69 Fifth Avenue,  New
York, New York.

         6.       Any action  required or permitted to be taken by the Board may
be taken without a meeting if all members of the Board consent in writing to the
adoption of a resolution  authorizing  the action and such written  consents and
resolutions are filed with the minutes of the proceedings of the Board.

         7.       The  accounting  period  which  the  Corporation   intends  to
establish as its first  calendar or fiscal year for  reporting the franchise tax
on business corporations imposed by

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Article  9-A of the Tax  Law  shall  be from  the  date  of the  filing  of this
certificate until December 31, 1976.

         I affirm under the  penalties of perjury  that the  Statements  in this
certificate are true.


Dated:  August 9, 1976



                                             /s/
                                             -----------------------------------
                                             EUGENE FARBER
                                             Address:  Eugene Farber
                                                       319 East 24th Street
                                                       New York, New York  10010

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