UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BIOENVISION, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
09059N100
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(CUSIP Number)
December 31, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 09059N100 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
1,601,428
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6 SHARED VOTING POWER
BENEFICIALLY
NUMBER OF 404,130
SHARES
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,601,428
WITH
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
404,130
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,005,558
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
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12 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
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Bioenvision, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
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345 Park Avenue
41st Floor
New York, New York 10154
Item 2(a) Name of Person Filing:
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This statement is being filed by Cumberland Associates LLC.
Cumberland Associates LLC is a limited liability company
organized under the laws of the State of New York, and is
engaged in the business of managing, on a discretionary
basis, eight securities accounts (the "Accounts"), the
principal one of which is Cumberland Partners. Gary G.
Tynes, Bruce G. Wilcox, Andrew M. Wallach, Lawrence M.
Rifkin, Barry A. Konig, Steven D. Morrow and Bradley H.
Gendell are the members (the "Members") of Cumberland
Associates LLC.
Item 2(b) Address of Principal Business Office:
------------------------------------
The address of the principal business and office of
Cumberland Associates LLC and each of the Members is 1114
Avenue of the Americas, New York, New York 10036.
Item 2(c) Citizenship:
-----------
Cumberland Associates LLC is a New York limited liability
company. Each of the Members is a citizen of the United
States.
Item 2(d) Title of Class of Securities:
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Common Stock, par value $.001 per share (the "Shares")
Item 2(e) CUSIP Number:
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09059N100
Item 3 Not Applicable
Item 4. Ownership:
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Item 4(a) Amount Beneficially Owned:
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As of February 9, 2006, Cumberland Associates LLC may be
deemed the beneficial owner of 2,005,558 Shares.
Item 4(b) Percent of Class:
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The number of Shares of which Cumberland Associates LLC may
be deemed to be the beneficial owner constitutes
approximately 4.92% of the total number of Shares
outstanding, based upon 40,760,763 Shares issued and
outstanding as of November 1, 2005, as reported in the
Company's quarterly report on Form 10-Q for the quarter
ended September 30, 2005.
Item 4(c) Number of shares as to which such person has:
--------------------------------------------
(i) Sole power to vote or to direct the vote:
1,601,428
(ii) Shared power to vote or to direct the vote:
404,130
(iii) Sole power to dispose or to direct the disposition of:
1,601,428
(iv) Shared power to dispose or to direct the disposition
of:
404,130
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [X]
Item 6 Ownership of More than Five Percent on Behalf of Another
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Person:
------
The beneficial owners of the Accounts have the right to
participate in the receipt of dividends from, or proceeds
from the sale of, the Shares held for each Account in
accordance with their ownership interests in each such
Account.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent
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Holding Company:
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Not Applicable
Item 8 Identification and Classification of Members
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of the Group:
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Not Applicable.
Item 9 Notice of Dissolution of Group:
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Not Applicable
Item 10 Certification:
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By signing below the signatory certifies that, to the
best of his knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of
the Issuer of the securities and were not acquired and are
not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 2006
CUMBERLAND ASSOCIATES LLC
By: /s/ Bruce G. Wilcox
------------------------------
Name: Bruce G. Wilcox
Title: Chairman, Management Committee