SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2 (b)

                               (Amendment No. 1)*

                                Bioenvision, Inc.
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                                (Name of Issuer)

                          Common Stock, $.001 par value
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                         (Title of Class of Securities)

                                    09059N100
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                                 (CUSIP Number)

                                December 31, 2004
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             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      |_|   Rule 13d-1(b)
      |X|   Rule 13d-1(c)
      |_|   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 09059N100                   13G                      Page 2 of 6 Pages
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1.    NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      Joseph Edelman
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2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
                                                                         (a) [_]
                                                                         (b) [X]
      
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3.    SEC USE ONLY

      
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4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      United States
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               5.    SOLE VOTING POWER

                     800,000
               -----------------------------------------------------------------
  NUMBER OF    6.    SHARED VOTING POWER
   SHARES
 BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       7.    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            800,000
    WITH       -----------------------------------------------------------------
               8.    SHARED DISPOSITIVE POWER

                     0
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9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      800,000
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10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)
                                                                          [_]
      
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11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

      1.97%
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12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      IN
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                               Page 2 of 6 Pages


Item 1.

      (a)   Name of Issuer.

            Bioenvision, Inc.

      (b)   Address of Issuer's Principal Executive Offices.

            509 Madison Avenue
            Suite 404
            New York, New York, 10022

Item 2.

      (a)   Name of Person Filing.

            This Schedule 13G is being filed with respect to shares of Common
            Stock of the Issuer which are beneficially owned by Joseph Edelman.
            See Item 4 below.

      (b)   Address of Principal Business Office or, if none, Residence.

            The principal business address of the reporting person is:

            c/o First New York Securities, LLC
            850 Third Avenue, 8th Floor
            New York, NY 10022

      (c)   Citizenship.

            Mr. Edelman is a United States citizen.

      (d)   Title of Class of Securities.

            Common Stock, $0.001 par value per share

      (e)   CUSIP Number.

            09059N100


                               Page 3 of 6 Pages


Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
        check whether the person filing is a:

      (a)   |_|   Broker or dealer registered under Section 15 of the Act.
      (b)   |_|   Bank as defined in Section 3(a)(6) of the Act.
      (c)   |_|   Insurance Company as defined in Section 3(a)(19) of the Act.
      (d)   |_|   Investment Company registered under Section 8 of the 
                  Investment Company Act.
      (e)   |_|   Investment Adviser in accordance with Sec. 
                  240.13d-1(b)(1)(ii)(E).
      (f)   |_|   Employee Benefit Plan or Endowment Fund in accordance with 
                  Sec. 240.13d-1(b)(1)(ii)(F).
      (g)   |_|   Parent holding company, in accordance with Sec. 
                  240.13d-1(b)(ii)(G).
      (h)   |_|   A savings association as defined in Section 3(b) of the 
                  Federal Deposit Insurance Act.
      (i)   |_|   A church plan that is excluded from the definition of an 
                  investment company under Section 3(c)(14) of the Investment 
                  Company Act of 1940.
      (j)   |_|   Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).

      If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
      |X|.

Item 4. Ownership

      (a)   Amount Beneficially Owned.

                        800,000 (comprised of (i) 720,000 shares held by
                        Perceptive Life Sciences Master Fund Ltd., a Cayman
                        Islands company of which the investment manager is
                        Perceptive Advisors LLC, a Delaware limited liability
                        company of which Mr. Edelman is the managing member and
                        (ii) 80,000 shares held in an account of First New York
                        Trading, LLC, of which Mr. Edelman has sole voting and
                        dispositive power).

      (b)   Percent of Class.   1.97%

      (c)   Number of shares as to which each such person has

            (i)   sole power to vote or to direct the vote:              800,000

            (ii)  shared power to vote or to direct the vote:                  0

            (iii) sole power to dispose or to direct the disposition of: 800,000

            (iv)  shared power to dispose or to direct the disposition of:     0


                               Page 4 of 6 Pages


Item 5. Ownership of Five Percent or Less of a Class.

            If this statement is being filed to report the fact that as of the
            date hereof the reporting person has ceased to be the beneficial
            owner of more than five percent of the class of securities, check
            the following |X| *

            *During 2004 the reporting person ceased to be the beneficial owner
            of more than five percent of the Common Stock.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

            As referred to in Item 4, other persons have the right to receive
            and the power to direct the receipt of dividends from, and the
            proceeds from the sale of, certain of the shares reported herein. In
            that regard, Mr. Edelman is the managing member of Perceptive
            Advisors LLC, the investment manager of Perceptive Life Sciences
            Master Fund Ltd. ("Master Fund"). Accordingly, Master Fund has the
            right to receive and the power to direct the receipt of, dividends
            and the proceeds from the sale of the shares reported herein that
            are held by Master Fund.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company or Control 
        Person.

            See Item 4(a) above, which is incorporated by reference herein.

Item 8. Identification and Classification of Members of the Group.

            Not applicable.

Item 9. Notice of Dissolution of Group.

            Not applicable.


                               Page 5 of 6 Pages


Item 10. Certifications.

      By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

                                    SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date: February 14, 2005


                                        /s/ Andrew Sankin, as attorney in fact
                                        ----------------------------------------
                                        Joseph Edelman

      Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).


                               Page 6 of 6 Pages