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

                                  Form 10-KSB/A
                                (Amendment No.1)

            (Mark One)
               X    Annual  report under  Section 13 or 15(d) of the  Securities
             -----  Exchange  Act of 1934.  For the  fiscal  year ended June 30,
                    2004.




                                       OR

                    Transition   report  under   Section  13  or  15(d)  of  the
             -----  Securities  Exchange Act of 1934 for the  transition  period
                    from
                      ________________ to ________________.

                         Commission File Number: 0-18299

                                BIOENVISION, INC.
                                -----------------
                 (Name of Small Business Issuer 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

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act 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     No X
                                                                   ---    ---
Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $3,102,214.

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 June 1, 2005,
was $243,457,109. The number of shares of common stock outstanding as of June 1,
2005 was 40,558,948.

Part III  incorporates  information  by reference  from the issuer's  definitive
proxy statement to be filed with the Commission  within 120 days after the close
of the registrant's fiscal year.

Transitional Small Business Disclosure Format (check one): Yes___   No X
                                                                      ---


<PAGE>


                                EXPLANATORY NOTE


Bioenvision, Inc. is filing this amendment on Form 10-KSB/A to amend Part II
Item 7, as more fully described in Note 9 to the Financial Statements contained
herein, and the Exhibit Index of our Annual Report on Form 10-KSB for the year
ended June 30, 2004, which was originally filed on September 24, 2004 (the "Form
10-KSB"). Unaffected items have not been repeated in this Amendment. This report
still speaks as of the filing date of the Form 10-KSB and, except as expressly
stated herein, no attempt has been made to update this report to reflect events
occurring subsequent to the date of the initial filing date of the Form 10-KSB.
All information contained in this Amendment is subject to updating and
supplementing, as provided in our periodic reports filed with the Securities and
Exchange Commission subsequent to the date of the filing of the Form 10-KSB.

                                     PART II


Item 7.  Financial Statements

The consolidated financial statements of Bioenvision, Inc. and its subsidiaries
including the notes thereto and the report thereon, is presented beginning at
page F-1.

Item 8a. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
annual report on Form 10-KSB. Based on this evaluation, except as set forth
below, our principal executive officer and principal financial officer concluded
that these disclosure controls and procedures are effective and designed to
ensure that the information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the requisite time periods.

In connection with its review of the Company's consolidated financial statements
for and as of the three month period ended March 31, 2004, Grant Thornton LLP
("Grant Thornton"), the Company's independent registered public accounting firm
at that time, advised the Audit Committee and management of certain significant
internal control deficiencies that they considered to be, in the aggregate, a
material weakness, including, inadequate staffing and supervision leading to the
untimely identification and resolution of certain accounting matters; failure to
perform timely reviews, substantiation and evaluation of certain general ledger
account balances; lack of procedures or expertise needed to prepare all required
disclosures; and evidence that employees lack the qualifications and training to
fulfill their assigned functions. Grant Thornton indicated that they considered
these deficiencies to be a material weakness as that term is defined under
standards established by the American Institute of Certified Public Accountants.
A material weakness is a significant deficiency in one or more of the internal
control components that alone or in the aggregate precludes our internal control
from reducing to an appropriately low level the risk that material misstatements
in our financial statements will not be prevented or detected on a timely basis.
The Company considered these matters in connection with the quarter end closing
of accounts and preparation of related quarterly financial statements at and as
of March 31, 2004 and determined that no prior period financial statements were
materially affected by such matters.

In response to the observations made by Grant Thornton, the Company proceeded
more expeditiously with its existing plan to enhance the Company's internal
controls and procedures, which it believes addressed each of the matters raised
by Grant Thornton.

Changes in Internal Controls

In May 2005, the Company appointed a Director of Financial Reporting who is
involved with assisting the Controller with the administration of all accounting
functions including Sarbanes-Oxley compliance, preparation of all monthly,
quarterly and annual financial statements and further enhancements of the
Company's internal controls. Our Director of Financial Reporting most recently
served as a Supervising Senior Associate in the audit department of KPMG (New
York office), an internationally recognized public accounting firm. In addition,
in May 2005 the Company also added an Assistant Accountant to its UK office to
assist with certain basic accounting and


<PAGE>


bookkeeping responsibilities. Our Assistant Accountant most recently served as
an Intercompany Accountant with Quintiles, an international pharmaceutical
company.

Unless otherwise disclosed, we made no other change in our internal control over
financial reporting during the quarter that materially affected or is reasonably
likely to materially affect our internal control over financial reporting.

(a) Restatement.

In connection with the preparation and filing of our quarterly report on form
10-QSB for the three-month period ended March 31, 2005, our internal corporate
staff identified errors with respect to our tax accounting treatment associated
with the acquisition of Pathagon, Inc. which was consummated in February 2002.
Our initial accounting concluded that the realization of our deferred tax assets
related to the net operating losses and other deductible temporary differences
existing at the acquisition date, and generated after the acquisition date, did
not meet the "more likely than not" criteria and, as a result, a valuation
allowance was established on the deferred tax assets of the Company. The Company
subsequently determined that the deferred tax liability recorded in connection
with the Pathagon acquisition creates taxable income as the taxable temporary
differences reverse and, therefore, a portion of the valuation allowance
previously established on our deferred tax assets was not required.

Management reported its findings to the Audit Committee of the Board of
Directors. After initial discussions with the Audit Committee, management
reviewed these matters in further detail, and after completing its analysis on
May 15, 2005, recommended to the Audit Committee that previously reported
financial results be restated to reflect correction of these errors. The Audit
Committee agreed with this recommendation. Pursuant to the recommendation of the
Audit Committee, the Board of Directors determined at its meeting on May 15,
2005, that previously reported results be restated to correct the income tax
treatment associated with the Pathagon acquisition.

(b) Evaluation of Disclosure Controls and Procedures

In connection with the restatement, under the direction of our Chief Executive
Officer and Chief Financial Officer, we reevaluated our disclosure controls and
procedures. We identified the following material weakness in our internal
control over financial reporting with respect to accounting for income taxes
associated with a purchase business combination:

o    a failure to ensure the correct application of SFAS 109 in respect to
     purchase business combinations and failure to correct that error
     subsequently resulting from the lack of personnel knowledgeable in the
     accounting for income taxes.

Solely as a result of this material weakness, we concluded that our disclosure
controls and procedures were not effective as of March 31, 2005.

(c)  Remediation of Material Weakness in Internal Control

As of the date of this filing (June 29, 2005), we have taken the following
measures to remediate the material weakness in our internal control over
financial reporting with respect to accounting for income taxes that existed as
of March 31, 2005. The remedial actions include:

o    improving training, education and accounting reviews designed to ensure
     that all relevant personnel involved in income tax transactions understand
     and apply accounting in compliance with SFAS 109;

o    hiring additional internal resources, including a Director of Financial
     Reporting, to perform internal control activities previously completed by
     outside consultants; and

o    engaging an outside tax consultant to supplement our internal tax staff and
     enhance our internal controls over income tax accounting.

Additionally, we have tested our internal financial controls with respect to the
corrected processes for evaluating and accounting for the deferred tax assets
and liabilities in the preparation of its financial statements affected by the
restatement to ensure compliance with SFAS 109.



<PAGE>



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                                                     <C>


Report of Independent Registered Public Accounting Firm                                                 F-2

Consolidated Balance Sheets as of June 30, 2004 and 2003 - as restated                                  F-3

Consolidated  Statements  of  Operations  for years  ended  June 30,  2004 and 2003 - as                F-4
restated

Consolidated  Statements of Stockholders' Equity (Deficit) for years ended June 30, 2004                F-5
and 2003 - as restated

Consolidated Statements of Cash Flows for years ended June 30, 2003 and 2002 - as                       F-6
restated

Notes to Consolidated Financial Statements - as restated                                                F-7
</TABLE>


                                      F-1
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders of Bioenvision, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance sheets of  Bioenvision,
Inc. and Subsidiaries as of June 30, 2004 and 2003 and the related  consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Bioenvision,  Inc.
and Subsidiaries as of June 30, 2004 and 2003, and the  consolidated  results of
their  operations  and cash flows for the years then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

As more  fully  described  in Note 9,  the June  30,  2004  and  2003  financial
statements have been restated.


/s/ Grant Thornton LLP

GRANT THORNTON LLP
New York, New York
September 16, 2004 (except for paragraphs 13 and 14 of Note 1, and Note 9, as to
which the date is May 27, 2005)


<PAGE>


<TABLE>
<CAPTION>


                       Bioenvision, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS

                                                                                       June 30,                   June 30,
                                                                                        2004                       2003
                                  ASSETS                                          Restated- See Note 9      Restated- See Note 9
                                                                                  --------------------      --------------------
<S>                                                                              <C>                             <C>
Current assets
    Cash and cash equivalents                                                    $   18,875,675                  $  7,929,686
    Restricted cash                                                                     290,000                       290,000
    Deferred costs                                                                      241,824                        22,727
    Accounts receivable                                                               2,627,773                        25,000
    Other assets                                                                        253,311                       105,976
                                                                                 --------------                  ------------
        Total current assets                                                         22,288,583                     8,373,389

  Property and equipment, net                                                            47,857                        49,265
  Deferred costs                                                                      3,651,471                       224,937
  Intangible assets, net                                                             14,563,660                    15,779,399
  Goodwill                                                                            1,540,162                     1,540,162
  Security deposits                                                                      79,111                        79,111
  Other long term assets                                                                 -                            126,869
                                                                                 --------------                  ------------

        Total assets                                                             $   42,170,844                  $ 26,173,132
                                                                                 ==============                  ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

  Current liabilities
    Accounts payable                                                             $    1,495,866                  $    411,392
    Accrued expenses                                                                  1,322,584                       730,722
    Accrued dividends payable                                                            90,141                     1,009,146
    Deferred revenue                                                                    551,828                       113,636
                                                                                 --------------                  ------------
        Total current liabilities                                                     3,460,419                     2,264,896

  Deferred revenue                                                                    7,909,598                     1,124,685
  Deferred tax liability                                                                     -                      1,459,814
                                                                                           ----                  ------------
        Total liabilities                                                            11,370,017                     4,849,395


  Stockholders' equity
    Convertible Preferred stock - $0.001 par value; 20,000,000 and
    5,920,000 shares authorized and 3,341,666 and 5,916,666 shares
    issued and outstanding at June 30, 2004 and June 30, 2003,
    respectively (liquidation preference $10,024,998 and
    $17,749,998 at June 30, 2004 and June 30, 2003, respectively)                         3,342                         5,917
    Common stock - $0.001 par value; 70,000,000 and 50,000,000 shares
    authorized and  28,316,163 and 17,122,739 shares issued
    and outstanding at June 30, 2004 and June 30, 2003, respectively                     28,316                        17,123
    Additional paid-in capital                                                       68,517,702                    47,304,449
    Deferred compensation                                                              (223,990)                            -
    Accumulated deficit                                                             (37,664,141)                  (26,156,098)
    Accumulated other comprehensive income                                              139,598                       152,346
                                                                                 --------------                  ------------
         Stockholders' equity                                                        30,800,827                    21,323,737
                                                                                 --------------                  ------------

         Total liabilities and stockholders' equity                              $   42,170,844                  $ 26,173,132
                                                                                 ==============                  ============
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                       Bioenvision, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                Year ended
                                                                                                 June 30,
                                                                                     -------------------------------
                                                                                         2004                    2003
                                                                                  Restated- See Note 9    Restated- See Note 9
                                                                                  --------------------    --------------------

<S>                                                                                   <C>                     <C>
     License and royalty revenue                                                      $ 1,187,212             $   504,857
     Research and development contract revenue                                          1,915,002                    -
                                                                                      -----------            ------------

Total revenue                                                                           3,102,214                 504,857

Costs and expenses
    Research and development                                                            4,882,574               1,689,278
    Selling, general and administrative                                                 9,082,420               4,567,413
         (includes stock based compensation expense of $3,491,252
         and $1,812,894 for the twelve months ended June 30, 2004 and 2003,
         respectively.)
    Depreciation and amortization                                                       1,348,064               1,344,969
                                                                                      -----------            ------------

Total costs and expenses                                                               15,313,058               7,601,660
                                                                                      -----------            ------------

Loss from operations                                                                  (12,210,844)             (7,096,803)

Interest income (expense)
    Interest and finance charges                                                                -                (325,000)
    Interest income
                                                                                           99,763                 138,574
                                                                                      -----------            ------------


Net loss before income tax benefit                                                    (12,111,081)             (7,283,229)

Income tax benefit                                                                      1,459,814               2,117,103
                                                                                      -----------            ------------

Net loss                                                                              (10,651,267)             (5,166,126)

Cumulative preferred stock dividend                                                      (856,776)               (877,818)
                                                                                      -----------            ------------

Net loss available to common stockholders                                            $(11,508,043)            $(6,043,944)
                                                                                      ===========            ============

Basic and diluted net loss per share of common stock                                   $    (0.57)              $    (.36)
                                                                                      ===========            ============

Weighted-average shares used in
    computing basic and diluted
    net loss per share                                                                 20,257,482              16,920,939
                                                                                      ===========            ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>



                       Bioenvision, Inc. and Subsidiaries
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                                             Accumu-

                                                                                                              lated       Total

                                                                                                              Other       Stock-

                                                                          Additional                         Compre-     holders'

                           Preferred Stock         Common Stock      Paid In      Deferred    Accumulated    hensive     Equity
                           --------------------------------------
                           Shares       $     Shares         $       Capital    Compensation    Deficit       Income    (Deficit)
                           --------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>     <C>         <C>      <C>          <C>           <C>             <C>      <C>

    Balance at June 30,
    2002 - as reported     5,916,666  $5,917  16,887,786  $16,888  $45,491,554                $(21,027,299)  $152,346  $ 24,639,406

 Correction of an error
 (see Note 9)                                                                                      915,145                  915,145
                           ---------  ------  ----------  -------  -----------  ------------  ------------   --------  ------------

    Balance at June 30,
    2002 - as restated     5,916,666   5,917  16,887,786   16,888   45,491,554                 (20,112,154)   152,346    25,554,551


Net loss for the year-
restated                                                                                        (5,166,126)              (5,166,126)

Cumulative preferred
stock dividend                                                                                    (877,818)                (877,818)

Shares issued to
consultants for
services                                         234,953      235    1,258,080                                            1,258,315

Warrants issued in
connection with services                                               182,350                                              182,350

Repricing of options                                                   372,465                                              372,465
                           ---------  ------  ----------  -------  -----------  ------------  ------------   --------  ------------

       Balance at June
       30, 2003 -
       restated            5,916,666   5,917  17,122,739   17,123   47,304,449                $(26,156,098)   152,346    21,323,737


Net loss for the year
- restated                                                                                     (10,651,267)             (10,651,267)

Cumulative preferred
stock dividend                                                                                    (856,776)                (856,776)

Currency translation
adjustment                                                                                                    (12,748)      (12,748)

Deferred compensation                                                           $  (223,990)                               (223,990)

Shares issued in
connection with private
placement                                      2,602,898    2,603   16,265,495                                           16,268,098

Costs related to
private placement                                                   (1,301,035)                                          (1,301,035)

Preferred stock
converted to common
stock                     (2,575,000) (2,575)  5,150,000    5,150       (2,575)

Expense related to
repricing of options                                                 2,381,066                                            2,381,066

Cashless exercises of
options to shares                              2,122,682    2,122       (2,122)
                                                                                                                            671,601
Warrants issued in
connection with services                                               671,601
                                                                                                                            305,987
Shares issued to
consultants for services                          14,510       15      305,972
                                                                                                                             28,400
Shares issued to
employee                                          20,000       20       28,380

Options issued in
connection with services                                                93,987                                               93,987

Options issued to
employees                                                              262,601                                              262,601

Shares issued from
warrant conversions                            1,283,334    1,283    2,509,883                                            2,511,166
                           ---------  ------  ----------  -------  -----------  ------------  ------------   --------  ------------

       Balance at
       June 30, 2004 -
       restated            3,341,666  $3,342  28,316,163  $28,316  $68,517,702  $  (223,990)  $(37,664,141)  $139,598  $ 30,800,827
                           =========  ======  ==========  =======  ===========  ============  =============  ========  ============
</TABLE>



The accompanying notes are an integral part of this financial statement.


                                      F-5
<PAGE>

                       Bioenvision, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                               Year ended
                                                                                                June 30,
                                                                                ----------------------------------------
                                                                                     2004                     2003
                                                                                --------------             -------------
                                                                             Restated- See Note 9       Restated- See Note 9
<S>                                                                            <C>                       <C>

 Cash flows from operating activities
     Net loss                                                                  $ (10,651,267)            $ (5,166,126)
                                                                                ------------              -----------
     Adjustments to reconcile net loss to net
        cash used in operating activities
          Depreciation and amortization                                            1,348,064                1,344,969
                 Deferred tax benefit                                             (1,459,814)              (2,117,103)
          Compensation costs-shares and warrants issued to non-employees           1,071,575                1,440,429
          Compensation costs-re-pricing of options                                 2,381,066                  372,465
          Compensation costs-options issued to employees                              38,611                        -
          Changes in assets and liabilities
              Deferred costs                                                      (3,645,631)                 (63,573)
              Deferred revenue                                                     7,223,105                  870,139
              Accounts payable                                                     1,084,474                  (22,924)
              Other current assets                                                  (147,335)                (105,976)
              Other long term assets                                                 126,870                 (126,869)
              Accounts receivable                                                 (2,602,773)                  25,000
              Security deposits                                                                               (79,111)
              Other accrued expenses and liabilities                                 591,862                 (782,901)
                                                                                ------------              -----------
                     Net cash used in operating activities                        (4,641,193)              (4,411,581)
                                                                                ------------              -----------

 Cash flows from investing activities
     Purchase of intangible assets                                                  (112,580)                (191,848)
     Capital expenditures                                                            (18,337)                 (59,406)
     Restricted cash                                                                    -                    (290,000)
                                                                                ------------              -----------
                     Net cash used in investing activities                          (130,917)                (541,254)
                                                                                ------------              -----------

 Cash flows from financing activities
     Proceeds from issuance of common stock                                       14,967,064                        -
     Proceeds from exercise of options, warrants and other convertible
     securities                                                                    2,539,565                        -
     Cash dividend paid                                                           (1,775,782)                       -
                                                                                ------------              -----------

                     Net cash provided by financing activities                    15,730,847                        -
                                                                                ------------              -----------
 Effect of exchange rate on cash                                                     (12,748)                       -
                                                                                ------------              -----------

                     Net increase (decrease) in cash and cash
                     equivalents                                                  10,945,989               (4,952,835)

 Cash and cash equivalents, beginning of year                                      7,929,686               12,882,521
                                                                                ------------              -----------

 Cash and cash equivalents, end of year                                        $  18,875,675               $7,929,686
                                                                                ============                =========
</TABLE>

The accompanying notes are an integral part of these financial statements.



                                      F-6
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 1 - Organization and significant accounting policies

Description of business

Bioenvision,   Inc.   ("Bioenvision"   or   the   "Company")   is  an   emerging
biopharmaceutical  company  whose  primary  business  focus is the  acquisition,
development and  distribution of drugs to treat cancer.  The Company has a broad
range of products and technologies under development, but its two lead drugs are
clofarabine and  Modrenal(R).  Modrenal(R) is approved for marketing in the U.K.
for advanced breast cancer.  The Company's plan is to bring Modrenal(R) into the
U.S. to perform further clinical trials and to access the U.S.  market.  Most of
the  Company's  other  drugs are now in  clinical  trials in  various  stages of
development.

The Company was  incorporated  as Express  Finance,  Inc.  under the laws of the
State of Delaware on August 16, 1996, and changed its name to Ascot Group,  Inc.
in August 1998 and further to Bioenvision, Inc. in December 1998.

On February 1, 2002,  the Company  completed  the  acquisition  of Pathagon Inc.
("Pathagon"),  a privately  held  company  focused on the  development  of novel
anti-infective  products and  technologies.  Pathagon's  principal  products are
OLIGON(R)  and  methylene  blue.  Affiliates  of SCO Capital  Partners  LLC, the
Company's  financial advisor and consultant,  owned 82% of Pathagon prior to the
acquisition.  The Company acquired 100% of the outstanding shares of Pathagon in
exchange for 7,000,000 shares of the Company's common stock. The acquisition has
been accounted for as a purchase  business  combination in accordance  with SFAS
141.

Basis of presentation

Prior to the acquisition of Pathagon and the May 2002 private placement in which
the Company  raised  gross  proceeds of $17.7  million (see Note 6), the Company
devoted most of its efforts to  establishing  a new business  (raising  capital,
research and  development,  etc.) and had been a development  stage  enterprise.
Management  believes they now have the financial resources to market some of the
Company's  late-stage  products  which  can lead to  significant  revenues  from
royalty  payments and drug sales.  Accordingly,  effective  June 30,  2002,  the
financial  statements do not reflect the required  disclosure  for a Development
Stage Enterprise.

Principles of consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company  and  its  wholly  owned   subsidiaries.   Inter-company   accounts  and
transactions have been eliminated.

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  of the United States of America  requires  management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  as well as the  reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates, and such differences may be material to the financial statements.


                                      F-7
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 1 - Organization and significant accounting policies - continued

Revenue Recognition

In accordance with SEC Staff Accounting Bulletin No. 104, upfront  nonrefundable
fees associated with research and development collaboration agreements where the
Company has continuing  involvement  in the agreement,  are recorded as deferred
revenue and recognized over the estimated  research and development period using
the straight-line method. If the estimated period is subsequently  modified, the
period over which the up-front fee is  recognized is modified  accordingly  on a
prospective basis using the straight-line method.  Revenues from the achievement
of research and  development  milestones,  which  represent the achievement of a
significant  step in the research and development  process,  are recognized when
and if the milestones are achieved. Continuation of certain contracts and grants
are dependent upon the Company  and/or its  co-development  partners'  achieving
specific contractual milestones;  however, none of the payments received to date
are refundable regardless of the outcome of the project.

Upfront  nonrefundable fees associated with licensing  arrangements are recorded
as deferred  revenue and  recognized  over the licensing  arrangement  using the
straight line method, which approximates the life of the patent.

In May 2003, the Emerging Issues Task Force ("EITF") reached a consensus on EITF
Issue No.  00-21,  "Revenue  Arrangements  with  Multiple  Deliverables"  ("EITF
00-21").  EITF 00-21  provides  guidance on how to determine when an arrangement
that involves multiple  revenue-generating  activities or deliverables should be
divided into separate units of accounting for revenue recognition purposes,  and
if this  division  is  required,  how the  arrangement  consideration  should be
allocated among the separate units of accounting.  The guidance in the consensus
is effective for revenue  arrangements  entered into in quarters beginning after
June  15,  2003.  The  adoption  of EITF  00-21  did not  impact  the  Company's
consolidated  financial position or results of operations,  but could affect the
timing or pattern  of revenue  recognition  for  future  collaborative  research
and/or license agreements.

Research and development

Research and development costs are charged to expense as incurred.

Stock based compensation

At June 30,  2004,  the  Company has stock  based  compensation  plans which are
described  more fully in Note 6. As permitted by SFAS No. 123,  "Accounting  for
Stock Based  Compensation",  the Company  accounts for stock based  compensation
arrangements   with  employees  in  accordance  with  provisions  of  Accounting
Principles  Board  ("APB")  Opinion  No.  25  "Accounting  for  Stock  Issued to
Employees".  Compensation expense for stock options issued to employees is based
on the difference on the date of grant,  between the fair value of the Company's
stock and the exercise  price of the option.  For year ended June 30, 2004,  the
Company  recognized  stock based employee  compensation  cost of $2,381,066 as a
result of the re-pricing of 380,000 options  granted to an employee  pursuant to
the terms of his Employment  Agreement (see Note 9). The Company also recognized
a  compensation  expense of $38,611 for the year ended June 30, 2004 as a result
of 505,000 options granted to certain employees on January 20, 2004.

The  Company  accounts  for  equity   instruments  issued  to  non-employees  in
accordance  with the  provisions of SFAS 123 and Emerging  Issues Task Force no.
96-18,  "Accounting  for  Equity  Instruments  That Are  Issued  to  Other  Than
Employees for Acquiring,  or in Conjunction  with Selling Goods or Services," as
amended by EITF 00-27.  Under EITF No. 96-18, where the fair value of the equity
instrument is more reliably measurable than the fair value of services received,
such services  will be valued based on the fair value of the equity  instrument.
The Company  expects to continue  applying the  provisions  of APB 25 for equity
issuances to employees.


                                      F-8
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 1 - Organization and significant accounting policies - continued


The following table  illustrates the effect on net loss and loss per share as if
the fair value based  method had been  applied to all  outstanding  and unvested
awards in each period.

<TABLE>
<CAPTION>

                                                                                        Year Ended June 30,
                                                                                    ---------------------------
                                                                                       2004            2003
                                                                                    -----------     -----------
<S>                                                                                <C>             <C>
Net loss available to common stockholders, as reported - as restated               $(11,508,043)   $ (6,043,944)
Add:  Stock based employee compensation expense
     included in reported net loss, net of tax effects                                2,419,677         372,465
Deduct:  Total stock based employee compensation
     expense determined under fair value based method
     for all awards, net of related tax effects - as restated                          (861,297)     (1,214,723)
                                                                                    -----------     -----------
Pro forma net loss available to common stockholders - as restated                  $ (9,949,663)   $ (6,886,202)
                                                                                   ============    ============

Loss per share
     Basic and diluted - as reported - as restated                                 $      (0.57)   $      (0.36)

      Basic and diluted - pro forma - as restated                                  $      (0.49)   $      (0.41)
</TABLE>


During  2005,  the  Company  corrected  an error on the  pro-forma  stock  based
compensation  disclosures  required under SFAS 123  determined  under fair value
based method in the table above.  The Company  originally  did not calculate the
incremental stock based compensation  relating to the re-pricing of an officer's
options in accordance with SFAS 123. This has decreased such amounts  previously
reported in the proforma net loss for the years ended June 30, 2004 and June 30,
2003 by $412,000 and $0, respectively.


The  fair  value of  options  at the date of grant  was  established  using  the
Black-Scholes model with the following weighted average assumptions:

                                                      2004             2003
                                                      ----             ----

         Expected average life (years)                 3.5             4.00

         Risk free interest rate                       2.35%           3.00%

         Expected volatility                           80%             80%

         Expected dividend yield                       0.00            0.00

Income taxes

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  No. 109,  "Accounting  for Income  Taxes"  (FAS 109).  Under FAS 109,
deferred tax assets and  liabilities  are  determined  based on the  differences
between the financial  reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates that will be in effect when the differences
are expected to reverse.  The Company records a valuation  allowance for certain
temporary  differences  for  which it is more  likely  than not that it will not
receive future tax benefits.


                                      F-9
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 1 - Organization and significant accounting policies - continued

Net loss per share

Basic net loss per share is computed using the weighted average number of common
shares  outstanding  during the periods.  Diluted net loss per share is computed
using the weighted  average  number of common  shares and  potentially  dilutive
common shares outstanding  during the periods.  Options and warrants to purchase
13,674,242 and  15,749,543  shares of common stock have not been included in the
calculation  of net loss per share for the years  ended June 30,  2004 and 2003,
respectively, as their effect would have been anti-dilutive.

Foreign currency translation

Through  June 30,  2001,  the  functional  currency of the Company was the Pound
Sterling and its reporting  currency was the United States  dollar.  Translation
adjustments  arising from differences in exchange rates from these  transactions
were reported as accumulated other comprehensive  income in stockholders' equity
(deficit).  Effective July 1, 2001, the functional and reporting currency is the
United States  dollar.  The  functional  currency of  Bioenvision  Limited,  the
Company's  wholly-owned  subsidiary with offices in Edinburgh,  Scotland, is the
Pound Sterling.

Cash and cash equivalents

The Company considers all highly liquid financial instruments with a maturity of
three months or less when purchased to be cash equivalents.  The Company invests
all its  funds  with a single  financial  institution  which  provides  for FDIC
insurance of $100,000.  The Company has invested $13 million in  certificates of
deposit which bear interest at a rate of 1.34% per annum, all of which will come
due in December 2004.  All funds  invested in the  Certificate of Deposit may be
withdrawn at any time  without  penalty and  therefore  are  classified  as cash
equivalents.


Accounts Receivable


Accounts receivable are concentrated in that of the approximately  $2,628,000 of
accounts  receivable,  $2,244,000  (85%)  are due from  ILEX  and an  additional
$334,000 (13%) are due from Stegram  Pharmaceuticals.  To limit credit risk, the
Company  periodically  evaluates the financial  condition and payment history of
each of these parties.

Advertising costs

Costs related to advertising and other promotional  expenditures are expensed as
incurred.

Deferred costs

Deferred costs represent royalty payments that became due and payable to SRI and
to Stegram  Pharmaceutical  Ltd, which relate to milestone  payments received in
connection  with the Ilex  Co-Development  Agreement and the Dechra  Sub-License
Agreement,  respectively. These costs have been presented together with research
and  development  costs on the statement of operations  for the years ended June
30, 2004 and 2003.

Property and equipment

Property and equipment are stated at cost, net of accumulated  depreciation  and
amortization.  Property and equipment are depreciated on a  straight-line  basis
over their estimated useful lives, which range from 3 to 7 years.


                                      F-10
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 1 - Organization and significant accounting policies - continued

Fair Value of Financial Instruments


The  Company  has  estimated  the fair  value  of  financial  instruments  using
available  market  information and other valuation  methodologies  in accordance
with Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about
Fair Value of Financial  Instruments."  Management of the Company  believes that
the  fair  value  of  financial   instruments,   consisting  of  cash,  accounts
receivable,  accounts  payable and accrued  liabilities,  approximates  carrying
value  due to  the  immediate  or  short-term  maturity  associated  with  these
instruments.

Goodwill and Other Intangible Assets

Goodwill  represents the excess of costs over the fair value of identifiable net
assets of Pathagon.  Intangible  assets  include  patents and  licensing  rights
acquired in connection  with the acquisition of Pathagon.  The Company  accounts
for these assets in accordance with Statement of Financial  Accounting Standards
("SFAS") No. 142, Goodwill and Other Intangible Assets.  Goodwill and intangible
assets  acquired in a purchase  business  combination  and determined to have an
indefinite  useful life are not amortized,  but instead tested for impairment at
least  annually in accordance  with the provisions of SFAS No. 142. SFAS No. 142
also requires that  intangible  assets with estimable  useful lives be amortized
over their respective estimated useful lives to their estimated residual values,
and reviewed for  impairment in  accordance  with SFAS No. 144,  Accounting  for
Impairment or Disposal of Long-Lived  Assets ("SFAS No. 144").  The Company does
not have any intangible assets with an indefinite useful life.

Long-Lived Assets

The  Company  adopted  the  provisions  of SFAS  No.  144 on July  1,  2003.  In
accordance with SFAS No. 144,  long-lived assets, such as property and equipment
and  intangible  assets  subject to  amortization  are reviewed  for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured  by a  comparison  of the  carrying  amount  of an asset  to  estimated
undiscounted  future cash flows  expected to be generated  by the asset.  If the
carrying  amount  of an asset  exceeds  its  estimated  future  cash  flows,  an
impairment  charge is recognized  by the amount by which the carrying  amount of
the asset exceeds the fair value of the asset.

Prior to the  adoption of SFAS No. 144,  the Company  accounted  for  long-lived
assets in accordance with SFAS No. 121,  Accounting for Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of.


                                      F-11
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE 2 - Acquisition of Pathagon

On February 1, 2002,  the Company  completed the  acquisition  of Pathagon.  The
acquisition was accounted for as a purchase  business  combination in accordance
with SFAS 141. The Company issued  7,000,000  shares of common stock to complete
the  acquisition,  which was valued at  $12,600,000  based on the 5-day  average
trading price of the stock ($1.80) surrounding November 22, 2001, the day of the
Company's announcement of the agreed upon acquisition.  The acquired patents and
licensing  rights of OLIGON(R) and methylene blue  (collectively  referred to as
"Purchased  Technologies"),  were  recorded at their fair market value which was
approximately  $17,576,000.  The patent and licensing  rights acquired are being
amortized over 13 years,  which is the estimated  remaining  contractual life of
these assets.  Since the estimated fair value of the Purchased  Technologies was
at  least  equal  to the  amount  paid,  the  purchase  price,  net  of  assumed
liabilities, was allocated to Purchased Technologies.  The transaction qualified
as a tax-free merger which resulted in a difference  between the tax basis value
of the assets  acquired and the fair market  value of the patents and  licensing
rights.  As a result,  a deferred tax liability  was recorded for  approximately
$7,909,000.  The purchase price exceeded the fair market value of the net assets
acquired  resulting  in the  recording  of Goodwill of  $2,341,000.  The Company
recorded a charge to goodwill of $801,395 for fiscal year ended June 30, 2003 as
a result of a change in tax rates used to compute  the  deferred  tax  liability
arising as a result of this  acquisition.  Pathagon had no operations other than
holding the patents and licenses  acquired.  As Pathagon had no operations,  its
pro-forma financials would not be meaningful and thus are not presented.

The Company now has the worldwide rights to the use of thiazine dyes,  including
methylene blue, for in vitro and in vivo inactivation of pathogens in biological
fluids.  Methylene  blue is one of  only  two  compounds  used  commercially  to
inactivate  pathogens in blood products,  and is currently used in many European
countries to inactivate  pathogens in fresh frozen plasma.  The Company believes
that, as a result of the mechanism of action of its proprietary technology,  its
systems also have the potential to inactivate many new pathogens before they are
identified  and before tests have been developed to detect their presence in the
blood  supply.  Because the Company's  systems are being  designed to inactivate
rather than merely  test for  pathogens,  the  Company's  systems  also have the
potential  to reduce the risk of  transmission  of  pathogens  that would remain
undetected by testing.

The OLIGON(R)  technology is a patented  anti-microbial  technology  that can be
incorporated into the  manufacturing  process of many implantable  devices.  The
patented process,  involving two dissimilar metals (silver and platinum) creates
an  electrochemical  reaction that releases  silver ions that destroy  bacteria,
fungi and other pathogens.  The Company intends to commercialize  the technology
in partnership with leading medical devices manufacturers.

On May 6,  1997,  Baxter  Healthcare  Corporation  acting  through  its  Edwards
Clinical-Care  Division  ("Edwards") entered into an Exclusive License Agreement
with Implemed, Inc. ("Implemed"), a predecessor in interest to the Pathagon and,
by virtue of the  acquisition  of  Pathagon,  a  predecessor  in interest to the
Company.  Pursuant to the terms of the License  Agreement,  among other  things,
Edwards  licensed  certain  intellectual  property  technology  relating  to the
manufacture of anti-microbial polymers from Implemed.

On May 7, 2002,  the  Company  executed an  amendment  to the  original  license
agreement  between  Oklahoma  Medical  Research  Foundation  ("OMRF") and Bridge
Therapeutic Products,  Inc. ("BTP"), a predecessor of Pathagon,  relating to the
licensing of methylene  blue.  Under the terms of the amendment,  OMRF agreed to
the assignment of the original license agreement by BTP to Pathagon. Pursuant to
the  amendment,  the Company paid OMRF $100,000 and issued 200,000 shares of the
Company's common stock and a five-year warrant to purchase an additional 200,000
shares of common  stock.  The exercise  price of the warrant is $2.33 per share,
subject  to  adjustment.  The  Company  capitalized  the costs of  approximately
$1,145,600  related to this  amendment as an intangible  asset and will amortize
this asset over the remaining life of the methylene blue license agreement.


                                      F-12
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003


NOTE 3 - Intangible Assets

Intangible assets consist of the following:       June 30, 2004   June 30, 2003

Patents and licensing rights                      $ 17,757,101    $ 17,644,521
Less:  accumulated amortization                     (3,193,441)     (1,865,122)
                                                  ------------    ------------
                                                  $ 14,563,660    $ 15,779,399
                                                  ============    ============

Amortization  of  patents  and  licensing  rights  amounted  to  $1,328,318  and
$1,334,241  for the years ended June 30, 2004 and June 30,  2003,  respectively.
Other  intangible  assets  are  recorded  at cost  and  amortized  over  periods
generally  ranging  from  10-20  years.  Amortization  for each of the next five
fiscal years will amount to approximately $1,355,000 annually.

NOTE 4 - License and Co-Development Agreements

                                   Clofarabine

We have a license from Southern Research Institute ("SRI"), Birmingham, Alabama,
to develop and market purine  nucleoside  analogs  which,  based on  third-party
studies  conducted to date,  may be  effective in the  treatment of leukemia and
lymphoma.  The lead  compound  of  these  purine-based  nucleosides  is known as
clofarabine.  Under the terms of the  agreement  with SRI,  we were  granted the
exclusive  worldwide  license,  excluding Japan and Southeast Asia, to make, use
and sell products derived from the technology for a term expiring on the date of
expiration  of the last  patent  covered  by the  license  (subject  to  earlier
termination under certain  circumstances),  and to utilize technical information
related  to the  technology  to obtain  patent and other  proprietary  rights to
products  developed  by us and by SRI from the  technology.  We plan to  develop
clofarabine  initially  for the  treatment of leukemia and lymphoma and to study
its potential role in treatment of solid tumors.

In August 2003, SRI granted us an irrevocable, exclusive option to make, use and
sell products derived from the technology in Japan and Southeast Asia. We intend
to convert the option to a license  upon  sourcing an  appropriate  co-marketing
partner to develop these rights in such territory.

To facilitate the development of clofarabine,  we entered into a  co-development
agreement with ILEX Oncology,  Inc.  ("ILEX") in March 2001.  Under the terms of
the co-development  agreement,  ILEX is required to pay all development costs in
the United States and Canada,  and 50% of approved  development  costs worldwide
outside  the U.S.  and Canada  (excluding  Japan and  Southeast  Asia).  ILEX is
responsible for conducting all clinical trials and the filing and prosecution of
applications  with  applicable  regulatory  authorities in the United States and
Canada. The Company retains the right to handle those matters in all territories
outside the United States and Canada  (excluding  Japan and Southeast Asia). The
Company retained the exclusive  manufacturing and distribution  rights in Europe
and  elsewhere  worldwide,  except  for the  United  States,  Canada,  Japan and
Southeast  Asia.  Under the  co-development  agreement,  ILEX will have  certain
rights if it  performs  its  development  obligations  in  accordance  with that
agreement.  The Company would be required to pay ILEX a royalty on sales outside
the U.S., Canada, Japan and Southeast Asia. In turn, ILEX, which would have U.S.
and Canadian  distribution  rights,  would pay the Company a royalty on sales in
the U.S. and Canada.  In addition,  the Company is entitled to certain milestone
payments.  Under  the  terms of the  co-development  agreement,  ILEX  also pays
royalties  to  Southern  Research  Institute  based on certain  milestones.  The
Company also is  obligated  to  milestones  and  royalties to Southern  Research
Institute in respect to clofarabine.


                                      F-13
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 4 - License and Co-Development Agreements - continued

The Company  received a  nonrefundable  upfront payment of $1.35 million when it
entered into the  co-development  agreement with ILEX and received an additional
$3.5  million  in  December  2003  when it  converted  ILEX's  option  to market
clofarabine in the U.S. into a sublicense. The Company received an additional $2
million  in  April  2004  upon  ILEX's  filing  the  New  Drug  Application  for
clofarabine with FDA and the Company expects to receive an additional $2 million
from ILEX in October 2004 in connection  with the achievement of the NDA filing.
The Company deferred the upfront payment and recognized  revenues ratably,  on a
straight-line basis over the related service period,  through December 2002. The
Company has  deferred the  milestone  payments  received to date and  recognizes
revenues  ratably,  on a straight  line basis over the related  service  period,
through  March 2021.  For the years ended June 30, 2004 and 2003,  respectively,
the  Company  recognized  revenues of  approximately  $161,000  and  $370,000 in
connection with the upfront and milestone payments received to date.

Deferred costs include royalty  payments that became due and payable to SRI upon
the Company's execution of the co-development  agreement with Ilex Oncology. The
Company  defers all  royalty  payments  made to SRI and  recognizes  these costs
ratably,  on a straight-line basis concurrent with revenue that is recognized in
connection with research and development costs including  approximately  $81,000
and $207,000 for the years ended June 30, 2004 and 2003,  respectively,  related
to such charges.

                                   Modrenal(R)

The Company holds an exclusive license, until the expiration of existing and new
patents related to  Modrenal(R),  to market  Modrenal(R) in major  international
territories,  and an  agreement  with a United  Kingdom  company  to  co-develop
Modrenal(R)  for  other  therapeutic   indications.   Management  believes  that
Modrenal(R)  currently is manufactured by third-party  contractors in accordance
with good manufacturing practices. The Company has no plans to establish its own
manufacturing  facility for  Modrenal(R),  but will continue to use  third-party
contractors.

The Company  received a  nonrefundable  upfront payment of $1.25 million when it
entered into the License and Sublicense Agreement with Dechra Pharmaceuticals in
May 2003.  The Company  deferred  the upfront  payment and  recognizes  revenues
ratably, on a straight-line  basis over the related service period,  through May
2014. The Company recognized  revenues of approximately  $114,000 and $12,000 in
connection  with the  upfront  payment  from Dechra for the years ended June 30,
2004 and 2003, respectively.

Deferred costs include  royalty  payments that became due and payable to Stegram
Pharmaceuticals Ltd. upon the Company's execution of the License and Sub-License
Agreement with Stegram in May 2003. The Company defers all royalty payments made
to  Stegram  and  recognizes  these  costs  ratably,  on a  straight-line  basis
concurrent  with  revenue  that is  recognized  in  connection  with the  Dechra
agreement.  Research and  Development  costs include  approximately  $23,000 and
$2,000 for the years ended June 30, 2004 and 2003, respectively.

Anti-Estrogen Prostate. We received Institutional Review Board approval from the
Dana Faber Cancer Institute for a Phase II study of trilostane for the treatment
of androgen  independent  prostate  cancer.  The study is being conducted by The
Dana Faber Cancer Institute and commenced in July 2004.

                            Operational Developments

In  June  2003,  we  entered  into  a  supply  agreement  with  Ferro-Pfanstiehl
Laboratories  ("Ferro"),  pursuant to which Ferro has agreed to manufacture  and
supply 100% of Bioenvision's global requirements for clofarabine-API. Subject to
certain circumstances,  this agreement will expire on the fifth anniversary date
of the first regulatory approval of clofarabine drug product.

In June 2003,  the Company  entered  into a  development  agreement  with Ferro,
pursuant to which Ferro  agreed to perform  certain  development  activities  to
scale up, develop,  finalize, and supply CTM and GMP supplier  qualifications of
the API- clofarabine.  Subject to certain circumstances,  this agreement expires
upon the completion of the development  program.  The  development  agreement is
milestone  based and payments are to be paid upon  completion of each milestone.
If Ferro has not  completed  the  development  agreement by December  2007,  the
development  agreement will  automatically  terminate  without further action by
either party.


                                      F-14
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 4 - License and Co-Development Agreements - continued

In May 2003, we entered into a sub-license  agreement  with Dechra,  pursuant to
which Dechra has been granted a sub-license for all of Bioenvision's  rights and
entitlements  to market and  distribute  Modrenal(R)  in the  United  States and
Canada solely in connection with animal health applications.  Subject to certain
circumstances, this agreement expires upon expiration of the last patent related
to Modrenal(R) or the completion of the last royalty set forth in the agreement.
Through June 30, 2003, we have  recognized  deferred  revenue and deferred costs
related  to this  agreement  as  described  below in this  Note 4.  The  Company
received an upfront  non-refundable  payment of $1.25 million upon  execution of
this  agreement  and may  receive up to an  additional  $3.75  million  upon the
achievement by Dechra of certain milestones set forth in the agreement.

In   May   2003,   we   entered   into  a   master   services   agreement   with
Penn-Pharmaceutical Services Limited ("Penn"), pursuant to which Penn has agreed
to label,  package and  distribute  clofarabine on behalf of and at our request.
The services to be performed  by Penn also  include  regulatory  support and the
manufacture,   quality  control,   packaging  and  distribution  of  proprietary
medicinal  products  including  clinical  trials supplies and samples Subject to
certain  circumstances,  the term of this  agreement is twelve months and renews
for  subsequent  twelve month  periods  unless  either party  tenders  notice of
termination upon no less than three month prior written notice.

In April 2003, we entered into an exclusive  license  agreement with  CLL-Pharma
("CLL"),  pursuant to which CLL has agreed to perform certain  development works
and studies to create a new formulation of  Modrenal(R).  CLL intends to use its
proprietary  MIDDS.-patented technology to perform this service on behalf of the
Company. This new formulation, once in hand, will allow the Company to apply for
necessary authorization,  as required by applicable European health authorities,
to sell Modrenal(R)  throughout Europe.  Through June 30, 2003, the Company paid
an advance of  $175,000  related to  development  services to be provided by CLL
over an eighteen month period, which advance was initially recorded as a prepaid
development cost by the Company.


                                      F-15
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003
Note 5 - Income taxes

The components of the income tax benefit,  as restated - refer to Note 9, are as
follows:

                                                     June 30,
                                            ---------------------------
                                                2004           2003
                                            -----------    -----------
                   Current:
                      Federal                $       --     $       --
                                            -----------    -----------
                      State                          --             --
                                            -----------    -----------

                   Deferred:
                      Federal               $(1,099,000)    (1,593,000)
                      State                    (361,000)      (524,000)
                                            -----------    -----------
                                             (1,460,000)    (2,117,000)
                                            -----------    -----------
                   Total benefit            $(1,460,000)   $(2,117,000)
                                            ===========    ===========

The domestic and foreign components of loss before income taxes are as follows:

                                                      June 30,


                                            --------------------------
                                               2004            2003
                                            -----------    -----------

                   Domestic                 $10,781,000    $ 6,351,000
                   Foreign                    1,330,000        932,000
                                            -----------    -----------
                   Loss before taxes        $12,111,000    $ 7,283,000
                                            ===========    ===========


                                      F-16
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 5 - Income taxes - continued

The following is a  reconciliation  of benefit for income taxes from  continuing
operations  computed at the federal  statutory  rates to the effective rates for
the years ended June 30, 2004 and June 30, 2003


                                                            June 30,
                                                      --------------------
                                                        2004       2003
                                                      ---------  ---------

Consolidated tax benefit at federal statutory rate     (34.00%)    (34.00%)
Non-deductible expenses                                  6.77%       3.99%
State income tax benefit, net of federal provision      (4.49%)     (4.91%)
Valuation allowance                                     19.25%       5.43%
Foreign rate differential                                0.44%       0.51%
Other, net                                              (0.02%)     (0.09%)
                                                      ---------  ---------
Effective tax rate                                     (12.05%)    (29.07%)
                                                      =========  =========

Significant  components  of the  company's  deferred tax assets and liability at
June 30, as restated - refer to Note 9, are as follows:

<TABLE>
<CAPTION>

                                                                          June 30,
                                                               -----------------------------
                                                                   2004            2003
                                                               ------------    ------------
<S>                                                            <C>             <C>

Deferred tax liability
       Acquired intangibles                                    $ (5,781,000)   $ (6,318,000)
       Deferred costs                                            (1,577,000)       (100,000)
       Amortization                                                 (43,000)        (41,000)
       Depreciation                                                 (30,000)              -
                                                               ------------    ------------
       Total deferred tax liability                              (7,431,000)     (6,459,000)

Deferred tax assets
        Net operating loss                                        6,384,000       4,729,000
        Options, warrants and shares issued to non-employees        345,000          74,000
        Options issued to employees                                 104,000          50,000
        Deferred revenue                                          3,427,000         501,000
        Depreciation                                                      -          20,000
        Other                                                        65,000          21,000
                                                               ------------    ------------
        Total deferred tax assets                                10,325,000       5,395,000
        Valuation allowance for deferred tax assets              (2,894,000)       (396,000)
                                                               ------------    ------------
                         Net deferred tax asset                   7,431,000       4,999,000
                                                               ------------    ------------
Net deferred tax liability                                     $          -    $ (1,460,000)
                                                               ============    ============
</TABLE>


                                      F-17
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 5 - Income taxes - continued

At June 30, 2004 and June 30, 2003,  the Company had  approximately  $14,087,000
and $10,985,000 of net operating loss  carryforwards  for U.S. Federal and state
income tax  purposes,  respectively  that begin to expire in fiscal  year ending
2020, with a tax value of $5,705,000 and $4,449,000,  respectively.  At June 30,
2004 and June 30,  2003,  the  Company  also had  approximately  $2,263,000  and
$932,000 of net operating  loss  carryforwards  relating to foreign  operations,
respectively,  with  no  expiration  date,  with a tax  value  of  $679,000  and
$280,000, respectively.

At June 30, 2004,  the Company has recorded a valuation  allowance of $2,894,000
relating to the net deferred tax asset due the  uncertainty  of both the foreign
and domestic  companies being more likely than not to utilize these deferred tax
assets.  At June 30,  2003,  the Company has  recorded a valuation  allowance of
$396,000.  Of this  amount,  $116,000  relates to certain US deferred tax assets
which will be  recognized  after the period in which the  Pathagon  deferred tax
liability reverses. The remaining allowance relates to the net operating loss of
the foreign  operations  due to the  uncertainty  that the Company  will realize
taxable  income in the foreign  jurisdiction  to utilize the net operating  loss
carryforward.

Included in the June 30, 2004 net operating loss is $415,000 related to exercise
of non-qualified  stock options or disqualifying  dispositions of stock acquired
with incentive stock options. A valuation allowance has been established against
this loss. When the valuation allowance is removed,  the tax affected benefit of
$168,000 related to this loss will be credited to equity.

The Tax Reform Act of 1986 enacted a complex set of rules (Internal Revenue Code
Section 382) limiting the  utilization of net operating  losses to offset future
taxable income following a corporate "ownership change." Generally,  this occurs
when  there  is  a  greater  than  50  percentage  point  change  in  ownership.
Accordingly,  such  change  could  limit  the  amount  of net  operating  losses
available in a given year,  which could ultimately cause net operating losses to
expire prior to utilization.

NOTE 6 - Stockholders' transactions

            Common Stock and Securities Convertible into Common Stock

The Board of Directors  adopted,  and the  stockholders  approved the 2003 Stock
Incentive  Plan at the Annual  Meeting  held in  January  of 2004.  The plan was
adopted  to  recognize  the  contributions  made  by  the  Company's  employees,
officers,   consultants,  and  directors,  to  provide  those  individuals  with
additional  incentive to devote  themselves to our future success and to improve
the Company's ability to attract,  retain and motivate individuals upon whom the
Company's growth and financial  success  depends.  Under the plan, stock options
may be  granted  as  approved  by the  Board of  Directors  or the  Compensation
Committee.  There are 3,000,000  shares reserved for grants of options under the
plan and at June 30, 2004,  options to purchase 2,105,000 shares of common stock
had been  issued.  Stock  options  vest  pursuant  to  individual  stock  option
agreements.  No  options  granted  under  the plan  are  exercisable  after  the
expiration of ten years (or less in the  discretion of the Board of Directors or
the  Compensation  Committee) from the date of the grant. The plan will continue
in  effect  until  terminated  or  amended  by the Board of  Directors  or until
expiration of the plan on November 17, 2013.

In June 2002,  the  Company  granted  options  to an  officer of the  Company to
purchase 380,000 shares of common stock at an exercise price of $1.95 per share,
which equaled the stock price on the date of the grant.  Of this amount,  50,000
options vested on June 28, 2002 and the remaining  330,000  options vest ratably
over a three-year period on each anniversary date. On March 31, 2003 the Company
entered into an Employment Agreement with such officer of the Company,  pursuant
to which,  among other things,  the exercise price for all 380,000  options were
changed to $0.735 per share,  which  equaled  the stock  price on that date.  In
addition,  the Company issued an additional 120,000 options at an exercise price
of $0.735 per share which vested  immediately.  As a result of the re-pricing of
380,000  options,  the Company  will  re-measure  the  intrinsic  value of these
options at the end of each reporting period and will adjust compensation expense
based on changes in the stock price. Compensation expense recognized as a result
of this  re-pricing  amounted to $2,381,066 and $372,465 for the year ended June
30, 2004 and 2003, respectively.

On October 23, 2002, the Company granted  options to purchase  300,000 shares of
common stock at an exercise price of $1.45 per share to the Commercial  Director
(Europe) of the Company. Of these options, options to purchase 100,000 shares of
common stock vest and become exercisable on each of the first,  second and third
anniversary of October 23, 2002, the grant date.


                                      F-18
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 6 - Stockholders' transactions - continued

On October 23, 2002, the Company  granted  options to purchase  50,000 shares of
common stock at an exercise price of $1.45 per share to another  employee of the
Company.  Of these  options,  options to purchase  50,000 shares of common stock
vest and  become  exercisable  on each of the first and  second  anniversary  of
October 23, 2002, the grant date.

On December 31, 2002 the Company  issued  options to purchase  500,000 shares of
common stock at an exercise  price equal to $1.45 per share (average of the high
and low bid price on the  grant  date),  to its  Chairman  and  Chief  Executive
Officer,  Dr.  Christopher  B.  Wood.  Of  these  options,  subject  to  certain
circumstances,  options to purchase  166,666 shares of common stock vest on each
of the first, second and third anniversary of the grant date.

On January 9, 2003 the Company issued to an employee of the Company,  options to
purchase  20,000 shares of common stock at an exercise price of $1.42 per share,
which equaled the stock price on the date of grant. Of these options, subject to
certain  circumstances,  options to purchase  10,000 shares of common stock vest
and  become  exercisable  on the first  anniversary  of the  grant  date and the
remaining  options to  purchase  10,000  shares of common  stock vest and become
exercisable on the second anniversary of the grant date.

In January  2003,  we  entered  into an  agreement  with RRD  International  LLC
("RRD"),  pursuant  to  which  RRD  serves  as the  global  product  development
consultant to the Company in connection  with the  development  of  clofarabine,
Modrenal(R)  and OLIGON and assists  with  designing  and  managing our clinical
development  program  for our  products.  On April 2, 2003,  the Company and RRD
further  memorialized  their  agreement  pursuant  to a formal  Master  Services
Agreement and Registration  Rights Agreement and, in connection  therewith,  the
Company  issued a Warrant to RRD  pursuant to which RRD has the right to acquire
175,000  shares of our  common  stock at an  exercise  price of $2.00 per share,
which  warrant  includes   registration  rights  under  certain   circumstances.
Compensation  expense of $672,000 and $182,000 was recorded as  consulting  fees
for the years ended June 30, 2004 and June 2003, respectively.

During the three months ended  December 31, 2003,  the Company issued options to
another  employee to purchase 25,000 shares of common stock at an exercise price
of $3.53 per share. Of this amount, 12,500 options vest on November 11, 2004 and
the remaining 12,500 will vest on November 11, 2005.

During the year ended June 30, 2004,  certain holders of 2,575,900 shares of the
Company's  preferred  stock  converted such shares into 5,150,000  shares of the
Company's  common  stock.  In  addition,  during the year  ended June 30,  2004,
certain  warrant  holders of the  Company  exercised  their  warrants to acquire
1,283,334 shares of the Company's common stock. The Company received proceeds of
approximately  $2,509,882 during the year ended June 30, 2004, respectively from
the exercise of these warrants.

 During the year ended June 30, 2004,  certain  non-employee  holders of options
exercised  pursuant to the cashless  exercise  feature  available to such option
holders  and the Company  issued  approximately  2,122,682  shares of its common
stock in connection therewith.

On January 3, 2004,  the Company issued 14,510  restricted  shares of its common
stock to a consultant to the Company for certain  executive  placement  services
rendered  to  the  Company.   The  Company  recorded   compensation  expense  of
approximately  $60,637 for the year ended June 30, 2004 in connection  with such
issuance.

On January 14,  2004, a majority of the  Company's  stockholders  authorized  an
amendment  to  the  Company's  certificate  of  incorporation,  approved  by the
Company's  Board of Directors,  to increase the number of  authorized  shares of
common  stock  from  50,000,000  to  70,000,000  and to  increase  the number of
authorized   shares  of  the  Company's   preferred  stock  from  10,000,000  to
20,000,000. The shareholder action became effective, and the amendment was filed
and became effective, on January 14, 2004.

On January 20, 2004, the Company granted 25,000 options to Dr. Michael Kauffman,
for serving as a member of the Board of Directors, at an exercise price of $4.55
per share which vest ratably on the first and second  anniversaries of the grant
date. The Company recognized  $20,988 as consulting  expenses for the year ended
June 30, 2004.

The Company  recorded a compensation  expense of $38,611 for the year ended June
30, 2004 as a result of 505,000 options granted to certain  employees on January
20, 2004.


                                      F-19
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE 6 - Stockholders' transactions - continued

On February 4, 2004,  the Company issued 20,000 shares of its common stock to an
employee of the Company in connection  with the exercise of options issued prior
to that date which had an exercise price of $1.42.

On March 11, 2004, the Company  issued  options to another  employee to purchase
50,000 shares of common stock at an exercise  price of $6.50 per share.  Of this
amount,  16,666.66  options vest on March 11, 2005 and the  remaining  33,332.33
will vest on March 11, 2006.

On March 22, 2004,  the Company  consummated  a private  placement  transaction,
pursuant to which it raised  $12.8  million and issued  2,044,514  shares of its
common stock and warrants to purchase an additional 408,903 shares of its common
stock at an exercise price of $7.50 per share. The Company recorded  proceeds of
$12,151,240  net of all legal,  professional  and  financing  fees  incurred  in
connection with the offering.  The Company consummated a second closing for this
financing  on  May  13,  2004  in  order  to  comply  with  certain  contractual
obligations  of the  Company to its  holders of Series A  Convertible  Preferred
Stock which hold  preemptive  rights for equity  offerings of the  Company.  The
Company raised an additional  $3.2 million (net of all legal,  professional  and
financial  services  incurred)  from the second closing and issued an additional
558,384  shares of its common stock and warrants to purchase  111,677  shares of
its common stock at an exercise price of $7.50 per share.

On June 22,  2004,  the  Company  issued  options to a new  employee to purchase
140,000 shares of common stock at an exercise price of $8.25 per share.  Of this
amount,  30,000 options  vested on June 22, 2004 and the remaining  110,000 will
vest ratably on June 22, 2005 and 2006 respectively.

On June 22, 2004 the Company  entered  into a consulting  agreement  pursuant to
which  consultant will provide certain investor  relation  services on behalf of
the  Company.  In  connection  therewith,  the Company  issued a warrant to said
consultant  pursuant to which said  consultant has the right to purchase  50,000
shares  of  Company's  common  stock  at a price  of $8.25  per  share  upon the
completion  of  certain  milestones,   as  set  forth  in  such  agreement.   No
compensation  expense of was recorded for the fiscal year ended June 30, 2004 as
no such milestones had been met yet at that time.


                                      F-20
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE 6 - Stockholders' transactions - continued

A summary of the Company's stock option activity for options issued to employees
and related information follows:


                                                                 Weighted Avg.
                                             No. of Shares      Exercise Price
                                           -------------------------------------
Balance - June 30, 2002                       2,200,000         $      1.25

          Granted during 2003                 1,370,000                1.19
          Exercised during 2003                     -                   -
          Forfeiture during 2003                    -                   -
                                          --------------------------------------
Balance - June 30, 2003                       3,570,000                1.23

          Granted during 2004                   720,000                5.02
          Exercised during 2004                  20,000                1.42
          Forfeiture during 2004                    -                   -
Balance - June 30, 2004                       4,270,000         $      1.87
                                          ======================================

<TABLE>
<CAPTION>

                                                       Stock Options Outstanding
          ---------------------------------------------------------------------------------------------------------------
                                                                                Weighted Average
                                  Weighted Average                                Remaining              Number of Stock
          Exercise Price Range    Exercise price          Number of Options     Contractual Life      Options Exercisable
          ---------------------------------------------------------------------------------------------------------------

<S>                                <C>                       <C>                        <C>              <C>
          $0.74                    $        0.74               500,000                  8.12               390,000
          $1.25 - $2.75            $        1.29             3,050,000                  6.58             2,491,000
          $2.76 - $6.00            $        4.03               530,000                  9.55                     0
          $6.01 - $8.25            $        8.12               190,000                  9.90                30,000
                                                      ----------------------                       ---------------------
                                                             4,270,000                                   2,911,000
                                                      ======================                       =====================
</TABLE>


                                 Preferred Stock

On May 7, 2002 the Company  authorized  the issuance and sale of up to 5,920,000
shares of Series A  Convertible  Preferred  Stock,  par value  $0.001  per share
("Series A Preferred Stock"). Series A Preferred Stock may be converted into two
shares  of common  stock at an  initial  conversion  price of $1.50 per share of
common stock, subject to adjustment for stock splits, stock dividends,  mergers,
issuances  of cheap  stock  and other  similar  transactions.  In May 2002,  the
Company consummated a Private Placement of Series A Preferred Stock and received
gross  proceeds  of $17.7  million.  Holders  of Series A  Preferred  Stock also
received,  in respect of each share of Series A Preferred Stock purchased in the
May 2002 Private Placement by the Company,  one warrant to purchase one share of
the Company's  common stock at an initial  exercise  price of $2.00,  subject to
adjustment.  The  purchasers of Series A Preferred  Stock also received  certain
registration  rights.  The preferred stock generally carries rights to vote with
the holders of common stock as one class on a two-for-one  basis.  The preferred
stock is  convertible  into the Company's  common stock on a  two-for-one  basis
subject to certain adjustments at the earlier to occur of (i) at the election of
each holder from and after the issuance date, or (ii) the date at any time after
the one year anniversary of the issuance date upon which both (x) the average of
the market price for a share of common stock for thirty consecutive trading days
exceeds $10.00 per share, subject to certain adjustments, and (y) the average of
the trading  volume for the  Company's  common stock during such period  exceeds
150,000, subject to certain adjustments.


                                      F-21
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE 6 - Stockholders' transactions - continued

The  Company is  required  to accrue for and pay a  dividend  of 5%,  subject to
certain adjustments, on its cumulative Series A Convertible Preferred Stock. The
Company  has  paid the  dividend  in cash to  holders  of  Series A  Convertible
Preferred Stock through July 30, 2004.

In the event of a voluntary or  involuntary  liquidation  or  dissolution of the
Company,  before any  distribution of assets shall be made to the holders of the
Company's securities which are junior to the preferred stock (such as the common
stock),  holders of the  preferred  stock shall be paid out of the assets of the
Company  legally  available for  distribution  to the Company's  stockholders an
amount per share equal to the initial  original  issue price ($3.00)  subject to
certain  adjustments  plus all accrued but unpaid  dividends  on such  preferred
stock.

NOTE 7 - Related party transactions

On November 16, 2001,  we entered into an  engagement  letter with SCO Financial
Group,  pursuant to which SCO would act as our financial advisor.  In connection
with the engagement  letter,  we issued a warrant to purchase  100,000 shares of
common  stock at an  exercise  price of $1.25  per  share,  subject  to  certain
anti-dilution  adjustments.  The  warrants  expire  five  years from the date of
issuance.  The issuance of these shares was  capitalized  as deferred  financing
costs and was amortized over a twelve-month period.

In  connection  with  securing a credit  facility  with SCO  Capital,  we issued
warrants to purchase  1,500,000  shares of our common stock at a strike price of
$1.25 per share,  subject to certain  anti-dilution  adjustments.  The  warrants
expire  five  years from the date of  issuance.  The  credit  facility  with SCO
Capital was  terminated in May 2002 at which time the Company  received a payoff
letter evidencing such termination.

On February 5, 2002, we completed the acquisition of Pathagon Inc. Affiliates of
SCO  Capital  owned 82% of  Pathagon  prior to the  acquisition.  In  connection
therewith, on February 1, 2002 we issued 7,000,000 shares of common stock to the
former stockholders of Pathagon Inc.

In May 2002,  the  Company  completed a private  placement  pursuant to which we
issued an aggregate of 5,916,666 shares of Series A Convertible  Preferred Stock
for $3.00 per share and warrants to purchase an aggregate of 5,916,666 shares of
common stock and in March of 2004 the Company  consummated  a private  placement
pursuant to which we raised $12.8  million with a second  closing in May 2004 in
which  it  raised  an   additional   $3.5  million   (See  "Note   6-Stockholder
Transactions"  above).  SCO Financial  Group served as financial  advisor to the
Company in  connection  with these  financings  and  earned a  placement  fee of
approximately  $1.2 million in connection with May 2002 private  placement and a
placement fee of $1.1 million and warrants to purchase  260,291 shares of common
stock for $6.25 per share for the March and May 2004 financings.

Mr.  Jeffrey B. Davis,  President of SCO Financial  Group LLC, has served on the
Company's board of directors since February of 2002. Mr. Davis resigned from the
Board of Directors of the Company effective June 14, 2004.

NOTE 8 - Commitments and Contingencies

Leases
------

The  Company  leases  3,229  square  feet of  office  space  for  its  New  York
headquarters  under a  non-cancelable  operating lease expiring on September 30,
2005 and  approximately  1,000 square feet in Edinburgh,  Scotland under a lease
agreement for its  subsidiary  Bioenvision  Ltd.  which expires August 31, 2004.
Rent expense for both  facilities  in the aggregate in 2004,  was  approximately
$241,000.  Further , the Company  leases two vehicles  under leases which expire
November 29, 2005 and February 28, 2007.  Lease expense in 2004 and 2003, in the
aggregate,  was  approximately  $37,000 and $30,000,  respectively.  At June 30,
2004,  total minimum  rentals under  operating  leases with initial or remaining
non-cancelable lease terms of more than one year were approximately:


                                      F-22
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003


Note 8 - Commitments and Contingencies - continued

Year ended June 30,

         2005      $206,000

         2006        63,000

         2007        10,000

         2008       ______

                  $ 279,000
                  =========

Employment Agreements
---------------------

On September 1, 1999, we entered into an employment  agreement with  Christopher
B. Wood, M.D. under which he serves as our Chairman and Chief Executive Officer.
The initial term of Dr. Wood's employment  agreement is two years with automatic
one-year  extensions  thereafter unless either party gives written notice to the
contrary.  On December 31, 2002, we entered into a new employment agreement with
Dr. Wood,  under which he continues to serve as our Chairman and Chief Executive
Officer.  Under this contract,  the term is one year,  with  automatic  one-year
extensions  thereafter  unless  either  party  provides  written  notice  to the
contrary.  Dr.  Wood's new  employment  agreement  provides  for an initial base
salary of $225,000,  a bonus as  determined  by the Board of  Directors,  health
insurance  and  other  benefits  currently  or in  the  future  provided  to key
employees of the Company.  If Dr. Wood's employment is terminated other than for
cause or if he resigns for good reason or if a change of control occurs, he will
receive a lump sum payment in an amount  equal to his then  current  annual base
salary  and any and all  unvested  options  will  vest  and  immediately  become
exercisable.

On October  23,  2002,  we entered  into an  employment  agreement  with Hugh S.
Griffith,  pursuant  to which he  agrees  to  serve as our  Commercial  Director
(Europe).  The initial term of Mr. Griffith's  employment agreement is one-year,
with  automatic six month  extensions  thereafter  unless either party  provides
written notice to the contrary. If Mr. Griffith's employment is terminated other
than for  cause or if he  resigns  for good  reason  or if a change  of  control
occurs,  he will receive a lump sum payment in an amount equal to 0.5 multiplied
by the sum of his then  current  annual base salary plus a payment  equal to six
(6) months of his then  current  base  salary in  complete  satisfaction  of the
Company's obligation to provide no less than six (6) months prior written notice
as set forth in the employment agreement.

On  January  6,  2003,  we  entered  into  an  employment   agreement  with  Ian
Abercrombie, pursuant to which he agrees to serve as our Sales Manager (Europe).
The initial term of Mr.  Abercrombie's  employment  agreement is one-year,  with
automatic six month extensions  thereafter  unless either party provides written
notice to the contrary. If Mr. Abercrombie's employment is terminated other than
for cause or if he resigns for good reason or if a change of control occurs,  he
will  receive a payment  equal to six (6) months of his then current base salary
in complete satisfaction of the Company's obligation to provide no less than six
(6) months prior written notice as set forth in the employment agreement.

On March 31, 2003, we entered into an employment  agreement  with David P. Luci,
pursuant  to which he serves as our  Director of  Finance,  General  Counsel and
Corporate  Secretary.  The initial term of Mr.  Luci's  employment  agreement is
one-year,  with automatic  one-year  extensions  thereafter  unless either party
provides written notice to the contrary.  If Mr. Luci's employment is terminated
other than for cause or if he resigns  for good reason or if a change of control
occurs,  he will receive a lump sum payment in an amount equal to 1.5 multiplied
by the sum of (i) his then current annual base salary plus (ii) his then average
annual bonus for the preceding  two years and any and all unvested  options will
vest and immediately become exercisable.


                                      F-23
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003


Note 8 - Commitments and Contingencies - continued

Litigation
----------

On April 1, 2003, RLB Capital, Inc. filed a complaint against the Company in the
Supreme  Court of the State of New York  (Index No.  601058/03).  The  Complaint
alleged a breach of contract by the Company and  demanded  judgment  against the
Company for  $112,500  and warrants to acquire  75,000  shares of the  Company's
common stock. The Company submitted its Verified Answer on June 25, 2003 and, in
pertinent part,  denied RLB's  allegations and asserted  counterclaims  based on
negligence.  In September 2003, the Company filed a motion for summary  judgment
and RLB filed its  response  on October 27,  2003.  On November  12,  2003,  the
Supreme  Court  granted the motion for summary  judgment and the  complaint  was
dismissed.  In March 2004, the complaint and two  counterclaims  asserted by the
Company were dismissed with prejudice.

On December 19, 2003,  the Company filed a complaint  against Dr. Deidre Tessman
and Tessman  Technology Ltd. (the "Tessman  Defendants") in the Supreme Court of
the State of New York,  County of New York  (Index  No.  03-603984).  An amended
complaint  alleges,  among other  things,  breach of contract and  negligence by
Tessman and Tessman  Technology and demands judgment against Tessman and Tessman
Technology in an amount to be determined  by the Court.  The Tessman  Defendants
removed the case to federal court, then remanded it to state court and served an
answer with several purported counterclaims.  The Company denies the allegations
in the  counterclaims  and  intends  to pursue its claims  against  the  Tessman
Defendants vigorously.

Note 9 - Restatements

In May of 2005,  the  Company  corrected  its  accounting  for income  taxes and
recognized deferred tax assets which offset the deferred tax liability resulting
from the Pathagon  acquisition  completed  on February 1, 2002.  The Company had
originally  concluded that the  realization of the deferred tax asset related to
the net operating losses and other deductible temporary  differences existing at
the acquisition date, and generated after the acquisition date, did not meet the
"more likely than not"  criteria  and, as a result,  a valuation  allowance  was
established on the deferred tax assets of the Company.  The Company subsequently
determined that the deferred tax liability of $7,107,605  recorded in connection
with the Pathagon  acquisition  creates taxable income as the taxable  temporary
differences  reverse.  Consequently,  the  ability to realize the  deferred  tax
assets is "more  likely  than not" and a  valuation  allowance  is not  required
against the  deferred tax assets,  to the extent the deferred tax assets  offset
the deferred tax  liability.  The deferred tax asset,  in excess of the deferred
tax  liability,  is not "more likely than not" to be realized,  and is therefore
offset by a valuation allowance.

As the deferred tax liability was amortized each year, the Company  recorded the
reduction to the  liability as an income tax benefit.  The Company  restated its
previously  reported financial  statements and all interim periods as of and for
the years ended June 30, 2004 and 2003, to record additional benefit relating to
the  recognition  of deferred tax assets as indicated in the first  paragraph of
this note. In years ended June 30, 2004,  June 30, 2003,  and June 30, 2002, the
Company  previously  recorded the  reduction to the deferred tax liability and a
corresponding tax benefit of $536,903, $536,903 and $253,000,  respectively.  In
the  restated  financial  statements  for years ended June 30, 2004 and June 30,
2003, the Company recorded deferred tax assets, with a corresponding  additional
deferred tax benefit of $922,911 and  $1,580,200,  respectively,  offsetting the
deferred tax liability resulting from the Pathagon acquisition. Additionally, as
of the  acquisition  date on February 1, 2002, a deferred tax asset was recorded
for $2,362,543 with a corresponding  reduction to goodwill. This represented the
deferred  tax assets that existed at the date of  acquisition  and for which the
previously recorded valuation allowance was eliminated.


                                      F-24
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 9 - Restatements - continued

<TABLE>
<CAPTION>

June 30                                           2004                           2003

                                     As Reported       As Restated    As Reported      As Restated
------------------------------------------------------------------------------------------------------
Consolidated Balance Sheets:

<S>                                   <C>             <C>             <C>             <C>
Goodwill                              $  3,902,705    $  1,540,162    $  3,902,705    $  1,540,162
     Total assets                       44,533,387      42,170,844      28,535,675      26,173,132
Deferred tax liability                   5,780,799               -       6,317,702       1,459,814
     Total liabilities                  17,150,816      11,370,017       9,707,283       4,849,395
Accumulated deficit                    (41,082,397)    (37,664,141)    (28,651,443)    (26,156,098)
     Total shareholders' equity         27,382,571      30,800,827      18,828,392      21,323,737


Year Ended June 30                                2004                           2003

                                     As Reported       As Restated    As Reported      As Restated
------------------------------------------------------------------------------------------------------
Consolidated Statements of Operations:

Income tax benefit                    $    536,903    $  1,459,814    $    536,903    $  2,117,103
Net loss                               (11,574,178)    (10,651,267)     (6,746,326)     (5,166,126)
Net loss available to common           (12,430,954)    (11,508,043)     (7,624,144)     (6,043,944)
stockholders

Basic and diluted net loss per share  $      (0.61)   $      (0.57)   $      (0.45)   $      (0.36)
of common stock
</TABLE>

The restatement has no effect on total cash flows from operating,  investing, or
financing  activities  as shown in the  Consolidated  Statement  of Cash  Flows.
However,  the restatement  did affect the individual  components of net loss and
deferred tax benefit within the net cash from operating activities.

Additionally,  the Company  restated  the  pro-forma  stock  based  compensation
disclosures required under SFAS 123 determined under fair value based method due
to the correction of an error noted during  February  2005.  Refer to Note 1 for
further discussion.


                                      F-25
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

Note 10 - Quarterly Financial Data (Unaudited):

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
2004              First          First          Second         Second        Third         Third         Fourth        Fourth
                  Quarter        Quarter        Second         Second        Quarter       Quarter       Quarter       Quarter
                  (as reported)  (as restated)  (as reported)  (as restated) (as reported) (as restated) (as reported) (as restated)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>          <C>            <C>            <C>            <C>          <C>

------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Goodwill             3,902,705      1,540,162      3,902,705    1,540,162      3,902,705      1,540,162      3,902,705    1,540,162
------------------------------------------------------------------------------------------------------------------------------------
Total assets        27,412,726     25,050,183     28,690,183   26,327,640     42,481,937     40,119,394     44,533,387   42,170,844
------------------------------------------------------------------------------------------------------------------------------------
Deferred tax         6,183,476      1,130,327      6,049,125      900,326      5,914,774        394,239      5,780,799           --
liability
------------------------------------------------------------------------------------------------------------------------------------
Total                9,860,203      4,807,054     13,286,085    8,137,288     15,738,593     10,218,058     17,150,816   11,370,017
liabilities
------------------------------------------------------------------------------------------------------------------------------------
Accumulated        (31,474,458)   (28,783,852)   (33,436,828) (30,650,572)   (37,676,811)   (34,518,819)   (41,082,397) (37,664,141)
deficit
------------------------------------------------------------------------------------------------------------------------------------
Shareholder's       17,552,523     20,243,130     15,404,099   18,190,352     26,743,344     29,901,336     27,382,571   30,800,827
equity
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Revenue                829,041        829,041         82,495       82,495        846,494        846,494      1,344,184    1,344,184
------------------------------------------------------------------------------------------------------------------------------------
Loss before         (2,733,531)    (2,733,531)    (1,908,162)  (1,908,164)    (4,198,628)    (4,198,630)    (3,270,756)  (3,270,756)
income tax
benefit
------------------------------------------------------------------------------------------------------------------------------------
Income tax             134,226        329,487        134,351      230,001        134,351        506,087        133,975      394,239
benefit
------------------------------------------------------------------------------------------------------------------------------------
Net loss            (2,599,305)    (2,404,044)    (1,773,811)  (1,678,163)    (4,064,277)    (3,692,543)    (3,136,781)  (2,876,517)

------------------------------------------------------------------------------------------------------------------------------------
Net loss            (2,823,015)    (2,627,754)    (1,962,368)  (1,866,720)    (4,239,982)    (3,868,247)    (3,405,586)  (3,145,322)
available to
common
shareholders
------------------------------------------------------------------------------------------------------------------------------------
Net loss           $     (0.16)   $     (0.15)   $     (0.11) $     (0.10)   $     (0.21)   $     (0.19)   $     (0.13) $     (0.13)
available to
common
shareholders
per basic and
dilutive share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-26
<PAGE>


                       BIOENVISION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003

NOTE 10 - Quarterly Financial Data (Unaudited) - continued

<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------------
2003              First          First          Second         Second        Third         Third         Fourth        Fourth
                  Quarter        Quarter        Second         Second        Quarter       Quarter       Quarter       Quarter
                  (as reported)  (as restated)  (as reported)  (as restated) (as reported) (as restated) (as reported) (as restated)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>            <C>            <C>            <C>          <C>           <C>          <C>

------------------------------------------------------------------------------------------------------------------------------------
Goodwill             4,704,100      2,341,557      4,704,100      2,341,557      4,704,100    2,341,557     3,902,705    1,540,162
------------------------------------------------------------------------------------------------------------------------------------
Total assets        32,890,319     30,527,776     31,171,135     28,808,592     29,516,022   27,153,479    28,535,675   26,173,132
------------------------------------------------------------------------------------------------------------------------------------
Deferred tax         7,503,900      3,778,211      7,351,800      3,500,454      7,199,700    3,025,191     6,317,702    1,459,814
liability
------------------------------------------------------------------------------------------------------------------------------------
Total liabilities    9,962,050      6,236,362      9,267,577      5,416,235      9,055,715    4,881,205     9,707,283    4,849,394
------------------------------------------------------------------------------------------------------------------------------------
Accumulated        (23,160,935)   (21,797,790)   (24,185,647)   (22,696,848)   (25,884,959) (24,072,992)  (28,651,443) (26,156,098)
deficit
------------------------------------------------------------------------------------------------------------------------------------
Shareholder's       22,928,269     24,291,414     21,903,558     23,392,357     20,460,307   22,272,274    18,828,392   21,323,738
equity
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Revenue                209,091        209,091        209,091        209,091         45,753       45,753        40,922       40,922
------------------------------------------------------------------------------------------------------------------------------------
Loss before         (2,064,459)    (2,064,459)      (955,536)      (955,536)    (1,634,992)  (1,634,992)   (2,628,242)  (2,628,242)
income tax
benefit
------------------------------------------------------------------------------------------------------------------------------------
Income tax             152,100        600,101        152,100        277,757        152,100      475,263        80,603      763,982
benefit
------------------------------------------------------------------------------------------------------------------------------------
Net loss            (1,912,359)    (1,464,358)      (803,436)      (677,779)    (1,482,892)  (1,159,729)   (2,547,639)  (1,864,260)
------------------------------------------------------------------------------------------------------------------------------------
Net loss            (2,133,637)    (1,685,636)    (1,024,715)      (899,058)    (1,699,307)  (1,376,144)   (2,766,485)  (2,083,106)
available to
common
shareholders
------------------------------------------------------------------------------------------------------------------------------------
Net loss           $     (0.12)   $     (0.10)   $     (0.06)   $     (0.05)   $     (0.10) $     (0.08)  $     (0.17) $     (0.13)
available to
common
shareholders per
basic and
dilutive share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The quarterly net loss per common share amounts are rounded to the nearest cent.
Annual net loss per common share may vary depending on the effect of such
rounding.


                                      F-27
<PAGE>


                                    PART III


Item 13.  Exhibits


Exhibit
Number                                               Description
-------                                                 -----------

2.1                  Acquisition  Agreement between  Registrant and Bioenvision,
                     Inc.  dated  December  21,  1998  for  the  acquisition  of
                     7,013,897  shares  of  Registrant's  Common  Stock  by  the
                     stockholders of Bioenvision, Inc. (1)

2.2                  Amended and Restated Agreement and Plan of Merger, dated as
                     of  February  1,  2002,  by and  among  Bioenvision,  Inc.,
                     Bioenvision Acquisition Corp. and Pathagon, Inc. (5)

3.1                  Certificate of Incorporation of Registrant. (2)

3.1(a)               Amendment to Certificate of Incorporation filed January 29,
                     1999. (3)

3.1(b)               Certificate   of   Correction   to   the   Certificate   of
                     Incorporation, filed March 15, 2002 (6)

3.1(c)               Certificate   of   Amendment   to   the    Certificate   of
                     Incorporation, filed April 30, 2002 (6)

3.1(d)               Certificate  of  Designations,  Preferences  and  Rights of
                     series A Preferred Stock (6)

3.1(e)               Certificate   of   Amendment   to   the    Certificate   of
                     Incorporation, filed January 14, 2004 (15)

3.2                  Amended and Restated By-Laws of the Registrant. (13)

4.1                  Registration  Rights  Agreement,  dated as of  February  1,
                     2002,   by  and  among   Bioenvision,   Inc.,   the  former
                     shareholders of Pathagon,  Inc. party thereto,  Christopher
                     Wood,  Bioaccelerate  Limited,  Jano  Holdings  Limited and
                     Lifescience Ventures Limited. (8)

4.2                  Stockholders  Lock-Up  Agreement,  dated as of  February 1,
                     2002,   by  and  among   Bioenvision,   Inc.,   the  former
                     shareholders of Pathagon,  Inc. party thereto,  Christopher
                     Wood,  Bioaccelerate  Limited,  Jano  Holdings  Limited and
                     Lifescience Ventures Limited. (8)

4.3                  Form  of  Securities   Purchase   Agreement  by  and  among
                     Bioenvision,  Inc. and certain purchasers,  dated as of May
                     7, 2002. (6)

4.4                  Form  of  Registration   Rights   Agreement  by  and  among
                     Bioenvision,  Inc. and certain purchasers,  dated as of May
                     7, 2002. (6)

4.5                  Form of Warrant (6)

4.6                  Registration Rights Agreement,  dated April 2, 2003, by and
                     between Bioenvision, Inc. and RRD International, LLC (14)


<PAGE>


4.7                  Warrant, dated April 2, 2003, made by Bioenvision,  Inc. in
                     favor of RRD International, LLC (14)

4.8                  Common Stock and Warrant  Purchase  Agreement,  dated as of
                     March 22,  2004,  by and among  Bioenvision,  Inc.  and the
                     Investors set forth on Schedule I thereto (16)

4.9                  Registration Rights Agreement, dated March 22, 2004, by and
                     between  Bioenvision,  Inc. and the  Investors set forth on
                     Schedule I thereto (16)

4.10                 Form of Warrant (16)

4.11                 Bioenvision, Inc. 2003 Stock Incentive Plan (17)

10.1                 Pharmaceutical  Development Agreement, dated as of June 10,
                     2003, by and between Bioenvision, Inc. and Ferro Pfanstiehl
                     Laboratories, Inc.

10.2                 Co-Development   Agreement   between   Bioheal,   Ltd.  and
                     Christopher Wood dated May 19, 1998. (3)

10.3                 Master  Services  Agreement,  dated  May 14,  2003,  by and
                     between PennDevelopment Pharmaceutical Services Limited and
                     Bioenvision, Inc.

10.4                 Co-Development  Agreement between Stegram  Pharmaceuticals,
                     Ltd. and Bioenvision, Inc. dated July 15, 1998. (3)

10.5                 Co-Development    Agreement   between   Southern   Research
                     Institute  and  Eurobiotech  Group,  Inc.  dated August 31,
                     1998. (3)

10.5(a)              Agreement to Grant License from Southern Research Institute
                     to Eurobiotech Group, Inc. dated September 1, 1998. (3)

10.6                 License  and  Sub-License  Agreement,  dated  as of May 13,
                     2003,   by  and  between   Bioenvision,   Inc.  and  Dechra
                     Pharmaceuticals, plc

10.7                 Employment   Agreement   between   Bioenvision,   Inc.  and
                     Christopher B. Wood, M.D., dated December 31, 2002 (3)

10.8                 Employment Agreement between Bioenvision, Inc. and David P.
                     Luci, dated March 31, 2003 (14)

10.9                 Securities  Purchase Agreement with Bioaccelerate Inc dated
                     March 24, 2000. (4)

10.10                Engagement Letter Agreement, dated as of November 16, 2001,
                     by and between  Bioenvision,  Inc. and SCO Securities  LLC.
                     (7)

10.11                Security  Agreement,  dated as of  November  16,  2001,  by
                     Bioenvision, Inc. in favor of SCO Capital Partners LLC. (7)

10.12                Commitment Letter,  dated November 16, 2001, by and between
                     SCO Capital Partners LLC and Bioenvision, Inc. (7)

10.13                Senior  Secured Grid Note,  dated  November  16,  2001,  by
                     Bioenvision, Inc. in favor of SCO Capital Partners LLC. (7)


<PAGE>


10.14                Exclusive   License   Agreement   by  and  between   Baxter
                     Healthcare   Corporation,   acting   through   its  Edwards
                     Critical-Care  division,  and Implemed,  dated as of May 6,
                     1997. (12)

10.15                License  Agreement by and between Oklahoma Medical Research
                     Foundation and bridge Therapeutic Products,  Inc., dated as
                     of January 1, 1998. (12)

10.16                Amendment No. 1 to License  Agreement by and among Oklahoma
                     Medical   Research   Foundation,   Bioenvision,   Inc.  and
                     Pathagon, Inc., dated May 7, 2002. (12)

10.17                Inter-Institutional   Agreement   between   Sloan-Kettering
                     Institute  for  Cancer   Research  and  Southern   Research
                     Institute, dated as of August 31, 1998. (12)

10.18                License  Agreement  between  University  College London and
                     Bioenvision, Inc., dated March 1, 1999. (12)

10.19                Research  Agreement between Stegram  Pharmaceuticals  Ltd.,
                     Queen Mary and  Westfield  College and  Bioenvision,  Inc.,
                     dated June 8, 1999 (12)

10.20                Research and License Agreement between  Bioenvision,  Inc.,
                     Velindre   NHS  Trust  and   University   College   Cardiff
                     Consultants, dated as of January 9, 2001. (12)

10.21                Co-Development  Agreement,  between  Bioenvision,  Inc. and
                     ILEX Oncology, Inc., dated March 9, 2001. (12)

10.22                Amended and Restated Agreement and Plan of Merger, dated as
                     of February 1, 2002, among Bioenvision,  Inc.,  Bioenvision
                     Acquisition Corp. and Pathagon Inc. (5)

10.23                Master  Services  Agreement,  dated as of April 2, 2003, by
                     and  between  Bioenvision,   Inc.  and  RRD  International,
                     LLC(14)

10.24                Employment  Agreement between  Bioenvision Limited and Hugh
                     Griffith, made effective as of October 23, 2002 (18)

10.25                Employment  Agreement between  Bioenvision  Limited and Ian
                     Abercrombie, made effective as of January 6, 2003 (18)

14.1                 Bioenvision Inc.'s Code of Business Conduct and Ethics

16.1                 Letter from Graf Repetti & Co., LLP to the  Securities  and
                     Exchange Commission, dated September 30, 1999. (9)

16.2                 Letter  from  Ernst  &  Young  LLP  to the  Securities  and
                     Exchange Commission, dated July 6, 2001. (10)

16.3                 Letter  from  Ernst  &  Young  LLP  to the  Securities  and
                     Exchange Commission, dated August 16, 2001. (11)

21.1                 Subsidiaries of the registrant (4)

23.1                 Consent Of Independent Registered Public Accounting Firm


<PAGE>


31.1                 Certification  of  Christopher  B.  Wood,  Chief  Executive
                     Officer,   as  adopted  pursuant  to  Section  302  of  the
                     Sarbanes-Oxley Act of 2002.

31.2                 Certification of David P. Luci,  Chief Accounting  Officer,
                     as adopted  pursuant to Section  302 of the  Sarbanes-Oxley
                     Act of 2002.

32.1                 Certification  of Chief  Executive  Officer  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

32.2                 Certification  of Chief  Accounting  Officer pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

-----------------------
(1)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K filed with the SEC on January 12, 1999.

(2)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Registration Statement on Form 10-12g filed with the SEC on September 3,
        1998.

(3)     Incorporated by reference and filed as an Exhibit to  Registrant's  Form
        10-KSB/A filed with the SEC on October 18, 1999.

(4)     Incorporated by reference and filed as an Exhibit to  Registrant's  Form
        10-KSB filed with the SEC on November 13, 2000.

(5)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K filed with the SEC on April 16, 2002.

(6)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on May 28, 2002.

(7)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on January 8, 2002.

(8)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on February 21, 2002.

(9)     Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on October 1, 1999.

(10)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K/A, filed with the SEC on July 26, 2001.

(11)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on December 6, 2001.

(12)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on June 24, 2002.

(13)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Quarterly  Report  on Form  10-QSB  for  the  three-month  period  ended
        December 31, 2002.

(14)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Quarterly  Report on Form 10-QSB for the three-month  period ended March
        31, 2003.


<PAGE>


(15)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Quarterly  Report on Form  10-QSB  for the  three-  month  period  ended
        December 31, 2004.

(16)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Current Report on Form 8-K, filed with the SEC on March 24, 2004.

(17)    Registrant's  definitive  proxy  statement  on Schedule  14-A,  filed in
        connection with the annual meeting held on January 14, 2004.

(18)    Incorporated  by  reference  and  filed as an  Exhibit  to  Registrant's
        Quarterly  Report on Form  10-QSB  for the  three-  month  period  ended
        September 30, 2003.


<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
June 29, 2005, 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/ David P. Luci
                         -------------------------------------------------
                         David P. Luci
                         Chief Financial Officer, General Counsel and Corporate
                         Secretary
                            (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     June 29, 2005
-----------------------------                   Director
Christopher B. Wood, M.D.                       (Principal Executive Officer)


/s/ David P. Luci                               Chief Financial Officer, General Counsel     June 29, 2005
-----------------                               and Corporate  Secretary
David P. Luci                                   (Principal Financial and Accounting
                                                Officer)

________*____________                           Director                                     June 29, 2005
Thomas S. Nelson, C.A.

________*__________
Michael Kauffman                                Director                                     June 29, 2005


________*____________                           Director                                     June 29, 2005
Andrew N. Schiff
                                                Director                                     June 29, 2005
________*____________
Steven A. Elms

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