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* PERSEUSPUR LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVE SUITE 900 (Street) WASHINGTON DC 20006-1813 (City) (State) (Zip)	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 (1) and (4)
	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, $0.001 par value ("Common Stock")	12/13/2004		C		1,500,000(2)	A	(2)	1,875,044	I	See Footnotes(1)(4)
Common Stock	12/13/2004		J		1,355,826(2)	D	(2)	519,218	I	See Footnotes(1)(4)

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	(3)	12/13/2004		C			750,000	(3)	(3)	Common Stock	1,500,000	(3)	2,250,000(1)	D(1)(4)

1. Name and Address of Reporting Person* PERSEUSPUR LLC (Last) (First) (Middle) 2099 PENNSYLVANIA AVE 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) See Footnotes (1) and (4)

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) See Footnotes (1) and (4)

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"), and Perseus Biotech Investment, LLC ("PBI"). The Reporting Persons may be deemed to indirectly beneficially own the shares owned of record by these entities.

2. 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 Issuer's Common Stock to Perseus-Soros Partners LLC, the sole general partner of Perseus-Soros, and 67,492 shares of the Issuer's Common Stock to PBI. No consideration was paid in connection with this distribution.

3. 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 as set forth in the Certificate of Designations for the Series A Preferred Stock. No consideration was paid by Perseus-Soros with respect to the conversion of the Series A Preferred Stock.

4. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Perseuspur and Frank H. Pearl are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or PBI 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 PBI. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Perseuspur or Frank H. Pearl 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 PBI in excess of such amount.

Remarks:

(5) Mr. Macklin is signing in his capacity as Attorney-in-Fact for Frank H. Pearl.

	/s/ Rodd Macklin, Attorney-in-Fact for Frank H. Pearl (5)	12/15/2004
	/s/ Rodd Macklin, Secretary and Treasurer, Perseuspur, LLC	12/15/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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