SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BIOENVISION INC [ BIV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)
	3. Date of Earliest Transaction (Month/Day/Year) 12/13/2004
	4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value ("Common Stock")	12/13/2004		C		1,500,000(4)	A	(4)	1,875,044	D(1)(2)(3)(6)
Common Stock	12/13/2004		J		1,500,000(4)	D	(4)	375,044	D(1)(2)(3)(6)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Participating Preferred Stock	(5)	12/13/2004		C			750,000	(5)	(5)	Common Stock	1,500,000	(5)	2,250,000(1)(2)(3)	D(1)(2)(3)(6)

1. Name and Address of Reporting Person* PERSEUS SOROS BIOPHARMACEUTICAL FUND LP (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* PERSEUS SOROS PARTNERS LLC (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* PERSEUS BIOTECH FUND PARTNERS LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* SFM PARTICIPATION LP (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* SFM AH LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* PERSEUSPUR LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* PEARL FRANK H (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* SOROS FUND MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

1. Name and Address of Reporting Person* SOROS GEORGE (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Footnotes (1), (2), (3), (6)

Explanation of Responses:

1. All of the securities reported herein are held for the account of Perseus-Soros BioPharmaceutical Fund, LP ("Perseus-Soros"). Perseus-Soros Partners, LLC, a Delaware limited liability company ("Perseus-Soros Partners"), is the general partner of Perseus-Soros. Perseus BioTech Fund Partners, LLC, a Delaware limited liability company ("Perseus Partners"), and SFM Participation, L.P., a Delaware limited partnership ("SFM Participation"), are the managing members of Perseus-Soros Partners. Perseus EC, L.L.C., a Delaware limited liability company ("Perseus EC"), is the managing member of Perseus Partners. Perseuspur, LLC, a Delaware limited liability company ("Perseuspur"), is a member of Perseus EC. Perseus-Soros Partners may be deemed to indirectly beneficially own the 375,044 shares directly beneficially owned by Perseus-Soros and to directly beneficially own the 76,682 shares distributed to it.

2. Each of the reporting persons other than Perseus-Soros and Perseus-Soros Partners may be deemed to indirectly beneficially own the 375,044 shares directly beneficially owned by Perseus-Soros and the 76,682 shares directly beneficially owned by Perseus-Soros Partners.

3. SFM AH LLC, a Delaware limited liability company ("SFM AH"), is the general partner of SFM Participation.

4. On December 13, 2004, Perseus-Soros converted 750,000 shares of the Issuer's Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") into 1,500,000 shares of common stock at a ratio of 2.0 shares of Common Stock for each share of Series A Preferred Stock. On that same date, Perseus-Soros distributed 1,500,000 shares of the Issuer's Common Stock to its partners in a pro rata distribution, including 76,682 shares of the Issuer's Common Stock to Perseus-Soros Partners, LLC, the sole general partner of Perseus-Soros. No consideration was paid in connection with this distribution.

5. Shares of Series A Preferred Stock are convertible into shares of common stock from the date of issuance, May 8, 2002, and any time thereafter. The Conversion Price of Series A Preferred Stock is equal to $1.50 per share of Common Stock, subject to adjustment upon the occurrence of certain events set forth in the Certificate of Designations for the Series A Preferred Stock. The number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock will be such number equal to the quotient obtained from dividing the then applicable Liquidation Amount of the share of Series A Preferred Stock by the then applicable Conversion Price. No consideration was paid by Perseus-Soros with respect to the conversion of the Series A Preferred Stock.

6. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseus EC, Perseuspur, SFM AH, Frank H. Pearl, Soros Fund Management LLC and George Soros are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros 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. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseus-Soros Partners, Perseus Partners, SFM Participation, Perseus EC, Perseuspur, SFM AH, Frank H. Pearl, Soros Fund Management LLC or George Soros is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Perseus-Soros in excess of such amount.

Remarks:

(7) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC, as General Partner of Perseus-Soros BioPharmaceutical Fund, LP. (8) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P., as Managing Member of Perseus-Soros Partners, LLC. (9) Mr. Macklin is signing in his capacity as Secretary and Treasurer of Perseuspur, L.L.C., as Member of Perseus EC, L.L.C., as Managing Member of Perseus BioTech Fund Partners, LLC. (10) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC, as General Partner of SFM Participation, L.P. (11) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC, as Managing Member of SFM AH LLC. (12) Mr. Macklin is signing in his capacity as Attorney-in-Fact for Frank H. Pearl. (13) Ms. Anzalotta is signing in her capacity as Ass't. General Counsel of Soros Fund Management LLC. (14) Ms. Anzalotta is signing in her capacity as Attorney-in-Fact for George Soros.

	/s/ Jodye M. Anzalotta, Perseus-Soros BioPharmaceutical Fund, L.P. (7)	12/15/2004
	/s/ Jodye M. Anzalotta, Perseus-Soros Partners, LLC (8)	12/15/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseus Biotech Fund Partners, LLC (9)	12/15/2004
	/s/ Jodye M. Anzalotta, SFM Participation, L.P. (10)	12/15/2004
	/s/ Jodye M. Anzalotta, SFM AH LLC (11)	12/15/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC	12/15/2004
	/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl (12)	12/15/2004
	/s/ Jodye M. Anzalotta, Soros Fund Management LLC (13)	12/15/2004
	/s/ Rodd Macklin, Attorney-in-Fact for George Soros (14)	12/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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