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* SOROS FUND MANAGEMENT LLC (Last) (First) (Middle) 888 SEVENTH AVENUE 33RD FLOOR (Street) NEW YORK NY 10106 (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		1,127,449(2)	D	(2)	747,595	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)	I	See Footnotes(1)(4)

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) See Footnotes (1) and (4)

1. Name and Address of Reporting Person* SOROS GEORGE (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) 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"), the general partner of Perseus-Soros, and Quantum Industrial Partners LDC. Each of the reporting persons may be deemed to indirectly beneficially own the shares directly beneficially owned by such persons.

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 295,869 shares distributed to Quantum Industrial Partners LDC. 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 shares 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"), Soros Fund Management LLC and George Soros are deemed to be beneficial owners of the shares beneficially owned by Perseus-Soros, Perseus-Soros Partners or Quantum Industrial Partners LDC 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 fiing shall not be deemed an admission that 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, Perseus-Soros Partners or Quantum Industrial Partners LDC in excess of such amount.

Remarks:

(5) Ms. Anzalotta is signing in her capacity as Assist General Counsel of Soros Fund Management LLC. (6) Ms. Anzalotta is signing in her capacity as Attorney-in-Fact for George Soros.

	/s/ Jodye M. Anzalotta, Soros Fund Management LLC (5)	12/15/2004
	/s/ Jodye M. Anzalotta, Attorney-in-Fact for George Soros (6)	12/15/2004
	** Signature of Reporting Person	Date
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