Edgar Filing: BIOENVISION INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SOROS FUND MANAGEMENT LLC

2. Issuer Name and Ticker or Trading Symbol
BIOENVISION INC [BIVN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes (3) and (4)

(Last)

(First)

(Middle)

888 SEVENTH AVENUE 33RD FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2004

(Street)

NEW YORK, NY 10106

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value ("Common Stock")	12/22/2004		S		471 ⁽¹⁾	D	$ 8.22	449,111	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		122 ⁽²⁾	D	$ 8.22	448,989	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		134 ⁽¹⁾	D	$ 8.23	448,855	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		35 ⁽²⁾	D	$ 8.23	448,820	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		3,765 ⁽¹⁾	D	$ 8.25	445,055	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		976 ⁽²⁾	D	$ 8.25	444,079	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		1,412 ⁽¹⁾	D	$ 8.26	442,667	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		366 ⁽²⁾	D	$ 8.26	442,301	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		739 ⁽¹⁾	D	$ 8.28	441,562	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		192 ⁽²⁾	D	$ 8.28	441,370	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		134 ⁽¹⁾	D	$ 8.29	441,236	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		35 ⁽²⁾	D	$ 8.29	441,201	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		624 ⁽¹⁾	D	$ 8.3	440,577	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		162 ⁽²⁾	D	$ 8.3	440,415	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		134 ⁽¹⁾	D	$ 8.31	440,281	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		35 ⁽²⁾	D	$ 8.31	440,246	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		581 ⁽¹⁾	D	$ 8.32	439,665	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		150 ⁽²⁾	D	$ 8.32	439,515	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		269 ⁽¹⁾	D	$ 8.33	439,246	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		70 ⁽²⁾	D	$ 8.33	439,176	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		605 ⁽¹⁾	D	$ 8.34	438,571	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		157 ⁽²⁾	D	$ 8.34	438,414	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		134 ⁽¹⁾	D	$ 8.35	438,280	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		35 ⁽²⁾	D	$ 8.35	438,245	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		2,757 ⁽¹⁾	D	$ 8.45	435,488	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		714 ⁽²⁾	D	$ 8.45	434,774	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		2,207 ⁽¹⁾	D	$ 8.5	432,567	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		572 ⁽²⁾	D	$ 8.5	431,995	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		602 ⁽¹⁾	D	$ 8.51	431,393	I	See Footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	12/22/2004		S		156 ⁽²⁾	D	$ 8.51	431,237	I	See Footnotes ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106		X		See Footnotes (3) and (4)
SOROS GEORGE 888 SEVENTH AVENUE 33RD FLOOR NEW YORK, NY 10106		X		See Footnotes (3) and (4)

Signatures

/s/ Jodye M. Anzalotta, Soros Fund Management LLC (5)		12/23/2004
^**Signature of Reporting Person		Date
/s/ Jodye M. Anzalotta, Attorney-in-Fact for George Soros (6)		12/23/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares sold were held by Quantum Industrial Partners LDC ("QIP").
(2)	These shares sold were held by Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners").
(3)	The securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP, a Delaware limited partnership ("Perseus-Soros"), Perseus-Soros Partners and QIP. Following the transactions reported herein and in the other Form 4's filed by the reporting persons on December 23, 2004, Perseus-Soros owns 375,044 shares, and Perseus-Soros Partners and QIP do not own any shares. Soros Fund Management LLC ("SFM LLC") and George Soros ("Mr. Soros") (together, the "Reporting Persons") may be deemed to indirectly beneficially own the shares owned of record by Perseus-Soros, Perseus-Soros Partners and QIP.
(4)	Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), SFM LLC and Mr. Soros are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or QIP only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Perseus-Soros, Perseus-Soros Partners or QIP. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that SFM LLC or Mr. Soros is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros, Perseus-Soros Partners or QIP in excess of such amount.
Remarks: (5) Ms. Anzalotta is signing in her capacity as Ass't General Counsel of Soros Fund Management LLC. (6) Ms. Anzalotta is signing in her capacity as Attorney-in-Fact for George Soros. Form 1 of 2 Forms

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