December 17, 2020

Via E-mail
Patrick Gadson, Esq.
Vinson & Elkins LLP
1114 Avenue of the Americas
32nd Floor
New York, NY 10036

Re: Enzo Biochem
Preliminary Proxy Statement on Schedule 14A filed by Roumell
Asset
Management, LLC, James C. Roumell et al.
Filed December 11, 2020
File No. 1-09974

Dear Mr. Gadson:

We have reviewed the filing above and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand the
disclosure.

Please respond to this letter by amending the filing or by providing the
requested
information. If you do not believe our comments apply to the participants
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

After reviewing any amendment to the filings and the information you
provide in
response to this comment, we may have additional comments. All defined terms
used in this
letter have the same meaning as in the preliminary proxy statement unless
otherwise indicated.

Preliminary Proxy Statement

Letter to Shareholders

1. Refer to the various claims made in the second paragraph of the letter
to shareholders.
Please expand the disclosure here or elsewhere in the proxy statement to
provide support
for each statement made. For example, identify the appropriate
action, and
opportunities to drive shareholder value. Please provide support
for the claim
regarding the stock price underperformance. Please also explain
Roumell s rationale
for holding the entire board accountable given that a majority of the
current board
members have held their positions for less than a year, two of the
Company s three
nominees were appointed as directors only after two former directors
recently resigned,
Patrick Gadson, Esq.
Vinson & Elkins LLP
December 17, 2020
Page 2

serving less than two months, and the stock price appears to have
increased during such
directors tenure.

2. The third paragraph in the letter to shareholders contains the statement
[w]e believe that
the fresh perspectives and deep relevant industry experience of our
nominees would, if
elected, allow us to revitalize the Company and allow the Company to
realize its full
potential. It does not appear that Mr. Terino holds any experience in
the industry in
which the Company operates, i.e., diagnostics, clinical lab, and life
sciences, or any
experience in the broader healthcare industry. Please advise or revise.

Reasons for the Solicitation, page 6

3. Please supplement the disclosure to provide support for the various
statements made in
this paragraph regarding:
the performance of the Company, board and management, and its
strategy and
operations;
the Company s failure to capitalize on the potential to create
value; and
why change in the board s composition will ensure objective
and independent
oversight of the Company s operations, strategy and management
given that the
board has determined that all of the directors currently serving
on the board other
than Dr. Rabbani meet the independence criteria established by
the New York
Stock Exchange.

Proposal 1, page 7

4. We note disclosure in the Company s supplement dated December 15, 2020
to its proxy
statement dated November 27, 2020 that [n]either the nominations nor
the proposals
brought by Roumell for business before the 2020 Annual Meeting will be
accepted. As a
result, if you submit Roumell s proxy, your vote will not be counted
for or against the
election of either of the Roumell Nominees or for or against the
proposals brought by
Roumell. Please provide clear and prominent disclosure advising
shareholders of the
Company s position and that as a result, shareholders who grant
Messrs. Roumell and
Lukin proxy authority may be disenfranchised with respect to all votes
cast in favor of
every proposal listed on the Roumell proxy card.

5. Refer to the fourth paragraph on page 7 and the placeholder for the name
of a Company
nominee. Unless the Company nominee that will be identified in this
paragraph has
consented to being named in the proxy statement and to serve if elected,
please revise this
disclosure consistent with the requirements of Exchange Act Rule
14a-4(d)(1) and (4).

6. Refer to the last paragraph on page 7. Supplement the disclosure to
describe Roumell s
outlined plan to maximize shareholder value.
Patrick Gadson, Esq.
Vinson & Elkins LLP
December 17, 2020
Page 3

Proposal 4, page 12

7. Please provide support for the statement that the Company has been
mismanaged by the
Board and the executive officers of the Company.

Proposal 6, page 14

8. Please supplement this disclosure to note that Proposal 6 could have the
effect of
repealing bylaw amendments which one or more shareholders of the Company
may
consider to be beneficial to them or to the Company. We would not object
to the
inclusion of disclosure that also notes that Proposal 6 will not
preclude the board from
reconsidering any repealed bylaw changes following the annual meeting.

Voting and Proxy Procedures, page 16

9. Refer to the paragraph with the caption Election of Directors and
our comment 4
above. We note disclosure in the Company s supplement dated December
15, 2020 to its
proxy statement dated November 27, 2020 that it is the Company s
position that the
election of directors is uncontested and therefore the voting standard
is not a plurality of
votes cast. While Roumell is free to disclose, if true, that it is
currently pursuing
litigation on this and related issues, the current disclosure that the
directors will be
elected by a plurality of the votes cast is factually inaccurate without
providing the
additional context regarding the Company s current position. Refer to
Exchange Act
Rule 14a-9. Please revise accordingly.

10. This same paragraph indicates that shareholders may vote For,
Against or Abstain
with respect to Proposal 1. However, the proxy card provides choices
For and
Withhold. Please reconcile this discrepancy.

11. Refer to the last paragraph on page 17. Note that the last line of the
proxy card states
YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC
INSTRUCTIONS. Please revise to reconcile the conflicting disclosure.

Security Ownership of Certain Beneficial Owners and Management, page 21

12. The second paragraph includes the statement that [t]he table does not
include Roumell
as we did not own 5% of the outstanding Common Stock as of November 23,
2020.
Please reconcile this statement with the disclosure on page 19 of the
proxy statement that
[a]s of the Record Date [November 23, 2020], Roumell beneficially
owned an aggregate
of 2,769,479 shares of Common Stock, representing approximately 5.8% of
the Common
Stock outstanding as of the Record Date. Please also reconcile with
the disclosure in the
Schedule 13D filed by James C. Roumell and Roumell Asset Management, LLC
on
November 27, 2020. Based on the transactions that Roumell reported as
occurring within
the past sixty (60) days prior to filing the Schedule 13D, it appears
that Roumell had
Patrick Gadson, Esq.
Vinson & Elkins LLP
December 17, 2020
Page 4

acquired beneficial ownership of more than 5% of the Company s
outstanding common
stock as of October 14, 2020. We also note that Roumell acquired
additional shares of
the Company s common stock on October 29, 2020 and reported that the
obligation to
file a Schedule 13D was triggered on November 17, 2020. Please advise or
revise.

Annex A

13. The heading of the second column suggests that common stock sold should
be in
parentheses. Please advise or revise.

Proxy Card

14. Reconcile the third paragraph on the card ( If no direction is
indicated this proxy will
be voted ) with the last line of the card ( Your shares cannot be
voted without your
specific instructions ).

15. Proposal 1 lists individual nominees but provides voting boxes providing
means for
shareholders to grant authority to vote for the nominees set forth as a
group. Please
revise to conform to the requirements of Exchange Act Rule 14a-4(b)(2).

16. Proposal 1 provides shareholders with boxes to select For and
Withhold. Please refer
to comment 9 above and Instruction 2 to Rule 14a-4(b)(2). Given the
Company s stated
position noted in comment 9 above, please advise or revise Proposal 1
accordingly.

17. Proposal 1 also appears to be relying on Rule 14a-4(d)(4) but does not
appear to comply
with Rule 14a-4(d)(4)(iii). Please revise accordingly. Refer to the
sample card provided
in Exchange Act Release No. 31326 at Section II.I.

* * *

We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact me at (202) 551-3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers
and Acquisitions