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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GENZYME CORP
  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) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O GENZYME CORPORATION, 500 KENDALL STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2007
(Street)

CAMBRIDGE, MA 02142
4. If Amendment, Date Original Filed(Month/Day/Year)
07/11/2007
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)
Code V Amount (A) or (D) Price
Common Stock 07/10/2007   P   8,398,098 (1) (2) A $ 5.6 8,398,098 (1) (2) D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Participating Preferred Stock (3) (4) 07/10/2007   P   2,250,000     (3)(4)   (3)(4) Common Stock (3) (4) $ 11.23 (5) 2,250,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GENZYME CORP
C/O GENZYME CORPORATION
500 KENDALL STREET
CAMBRIDGE, MA 02142
    X    
Wichita Bio CORP
C/O GENZYME CORPORATION
500 KENDALL STREET
CAMBRIDGE, MA 02142
    X    

Signatures

 /s/ Earl M. Collier, Jr., Executive Vice President   08/02/2007
**Signature of Reporting Person Date

 /s/ Earl M. Collier, Jr., President   08/02/2007
**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) This filing is being amended to adjust the number of shares of Common Stock (hereinafter defined) acquired as reported in Table I, Box 4 and the number of shares of Common Stock beneficially owned as reported in Table I, Box 5 which were previously reported as 8,613,567. The adjusted amount for each of Box 4 and Box 5 of Table I is 8,398,098.
(2) This adjustment results from final numbers provided by the depository for the tender offer by Wichita Bio Corporation ("Wichita Bio"), a wholly-owned subsidiary of Genzyme, for (i) all of the issued and outstanding common stock, $0.001 par value per share (the "Common Stock") of Bioenvision, Inc. ("Bioenvision"), including all rights to purchase Series A Junior Participating Preferred Stock and (ii) all of the issued and outstanding shares of Series A Convertible Participating Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") of Bioenvision.
(3) Shares of Series A Preferred Stock are convertible into 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.
(4) 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. On July 10, 2007, the 2,250,000 shares of Series A Preferred Stock were convertible into 4,500,000 shares of Common Stock.
(5) The price paid for each share of Series A Preferred Stock equals $11.20 plus the accrued but unpaid dividends up to, and including, July 10, 2007 (approximately $0.03 per share).

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