U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A

                                   (Mark One)
   X  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
  --- Act of 1934.

                    For the fiscal year ended June 30, 2006.

                                       OR

      Transition report pursuant to Section 13 or 15(d) of the Securities
  --- Exchange Act of 1934

      For the transition period from ________________ to ________________.

                         Commission File Number: 001-31787

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


                         Delaware                    13-4025857
              ------------------------------        ------------
             (State or other jurisdiction of        (IRS Employer
              incorporation or organization)      Identification No.)



                345 Park Avenue, 41st Floor
                New York, New York                         10154
                ------------------                       -------
      (Address of principal executive offices)         (Zip Code)

       Registrant's telephone number, including area code: (212) 750-6700

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:  Common Stock,
                                                             $0.001 par value

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes __  No X

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes __  No X

Indicate by checkmark  whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes X  No __

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer,  or a  non-accelerated  filer.  Large  accelerated  filer __
Accelerated filer X   Non-accelerated filer __.


<PAGE>



Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes __  No X

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the last price at which the stock was sold,  as of February 9,
2007, was $187,945,391.

The number of shares of  Bioenvision  common  stock,  par value $.001 per share,
outstanding as of February 9, 2007 was 43,059,406.










<PAGE>




                                Explanatory Note

         Bioenvision,  Inc. is filing this Amendment No. 1 (this "Amendment") to
its Annual Report on Form 10-K for the year ended June 30, 2006,  filed with the
Securities  and  Exchange  Commission  on  September  11,  2006  (the  "Original
Filing"),  solely for the purpose of correcting the officer certifications filed
as Exhibits  31.1 and 31.2 to the Original  Filing which  inadvertently  omitted
subsection  (b) of part 4. The  corrected  Exhibits  31.1 and 31.2 are  filed as
exhibits to this Amendment.  Except as described above,  this Amendment does not
modify or update the disclosures in, or exhibits to, the Original Filing.









<PAGE>




                                   SIGNATURES


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused this report to be signed on its behalf by the  undersigned on
February 14, 2007, thereunto duly authorized.


                               BIOENVISION, INC.


                               By  /s/ Christopher B. Wood, M.D.
                                   --------------------------------------------
                                   Christopher B. Wood, M.D.
                                   Chairman and Chief Executive Officer
                                      (Principal Executive Officer)


                               By  /s/ James S. Scibetta
                                   --------------------------------------------
                                   James S. Scibetta
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

         In accordance  with the  requirements  of the Exchange Act, this report
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

<TABLE>
<CAPTION>
                  Signature                                        Title                               Date

<S>                                             <C>                                          <C>
/s/ Christopher B. Wood, M.D.                   Chairman and Chief Executive Officer and     February 14, 2007
-----------------------------                   Director
Christopher B. Wood, M.D.                       (Principal Executive Officer)

/s/ James S. Scibetta                           Chief Financial Officer                      February 14, 2007
---------------------                           (Principal Financial and Accounting
James S. Scibetta                               Officer)

________*____________                           Director                                      February 14, 2007
Thomas S. Nelson, C.A.

________*__________                             Director                                      February 14, 2007
Michael Kauffman

________*____________                           Director                                     February 14, 2007
Andrew N. Schiff

________*____________                           Director                                     February 14, 2007
Steven A. Elms

</TABLE>


* By:  /s/ Christopher B. Wood, M.D.
           -------------------------
           Christopher B. Wood
           Attorney-in-Fact