As filed with the Securities and Exchange Commission on January 6, 2005.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                BIOENVISION, INC.
               (Exact name of issuer as specified in its charter)

        Delaware                                          13-4025857
(State of Incorporation)                    (IRS Employer Identification Number)

                 345 Park Avenue, 41st Floor, New York, NY 10154
               (Address of Principal Executive Offices) (Zip Code)

                                BIOENVISION, INC.
                            2003 STOCK INCENTIVE PLAN
                            (Full title of the Plan)

         Christopher B. Wood, M.D., Chairman and Chief Executive Officer
                                Bioenvision, Inc.
                           345 Park Avenue, 41st Floor
                               New York, NY 10154
                     (Name and address of agent for service)

                                 (212) 750-6700
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              J. Mark Poerio, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                    1299 Pennsylvania Ave., N.W., Tenth Floor
                              Washington, DC 20004
                                 (202) 508-9582
            (Name, address and telephone number of agent for service)




                                     CALCULATION OF REGISTRATION FEE
 Title of Securities to be     Amount to be     Proposed Maximum     Proposed Maximum       Amount of
        registered              registered       Offering Price     Aggregate Offering   Registration Fee
                                                    Per Unit               Price

                                                                                         
2003 Stock Incentive Plan,       1,500,000          $ 8.93 (2)         $ 13,395,000           $ 1,697.15
Common Shares, par value
$.001 per share (1)






(1) Registered  herein are 1,500,000  shares of the  Registrant's  Common Shares
that may be issued  pursuant to its 2003 Stock  Incentive  Plan. Also registered
hereunder are such additional number of Common Shares, presently indeterminable,
as may be  necessary  to satisfy the  anti-dilution  provisions  of the Plans to
which this Registration  Statement relates in accordance with Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act").

(2) Calculated  pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act,  the  proposed  maximum  offering  price  per  share  of the  shares  being
registered is estimated  solely for the purpose of determining the  registration
fee,  based upon the  average of the high and low sales  prices per share of the
Registrant's  Common  Stock  ($8.93 per  share),  as  reported  on the  National
Association of Securities Dealers Automated Quotation, National Market System on
December  31,  2004,  which is within  five  business  days prior to the date of
filing of this Registration Statement.

                                EXPLANATORY NOTE

        Pursuant to General Instruction E of Form S-8, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 of Bioenvision, Inc.
(the "Company") is being filed in order to register 1,500,000 additional shares
of the Company's common stock , $0.001 par value per share, which may be issued
from time to time under the Company's 2003 Stock Incentive Plan. The contents of
the Registration Statement on Form S-8, filed on February 25, 2004 (SEC File No.
333-113094) are incorporated by reference into this Registration Statement.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1     2004 Amendment to the Bioenvision, Inc. 2003 Stock Incentive Plan
        (included as Annex B to the Company's definitive proxy statement on
        Schedule 14-A, filed in connection with the annual meeting of
        stockholders held on December 17, 2004 (SEC File No. 001-31787), which
        is incorporated herein by reference)

5.1     Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality
        of the securities being registered by the Company

23.1    Consent of Grant Thornton LLP, Independent Registered Public Accounting 
        Firm

23.2    Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
        5.1)





                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Bioenvision,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on this 6th day of
January 2005.


                                BIOENVISION, INC.
                                A Delaware corporation (Registrant)

                                By: /s/ Christopher B. Wood              
                                    -----------------------
                                    Name:  Christopher B. Wood
                                    Title: Chairman and Chief Executive Officer



        Pursuant to the  requirements of the Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.




Signature                        Title                                  Date

                                                                      
/s/ Christopher B. Wood          Chairman and Chief Executive           January 6, 2005
-----------------------          Officer (Principal Executive
Christopher B. Wood              Officer)
                                 

______*___________               Chief Financial Officer, General       January 6, 2005 
David P. Luci                    Counsel and Corporate Secretary                        
                                 

______*___________               Director                               January 6, 2005
Thomas Scott Nelson

______*___________               Director                               January 6, 2005
Steven A. Elms

______*___________               Director                               January 6, 2005
Andrew Schiff

______*___________               Director                               January 6, 2005
Michael Kauffman

*: By: Christopher B. Wood, M.D.

        Pursuant to power of attorney dated
         February 25, 2004






                                INDEX TO EXHIBITS

EXHIBIT
NO.     DESCRIPTION

4.2     2004 Amendment to the Bioenvision, Inc. 2003 Stock Incentive Plan
        (included as Annex B to the Company's definitive proxy statement on
        Schedule 14-A, filed in connection with the annual meeting of
        stockholders held on December 17, 2004 (SEC File No. 001-31787), which
        is incorporated herein by reference)

5.1     Opinion of Paul, Hastings, Janofsky & Walker LLP regarding the legality
        of the securities being registered by the Company

23.1    Consent of Grant Thornton LLP, Independent Registered Public Accounting 
        Firm

23.2    Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
        5.1)