UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*

                                BIOENVISION, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    09059N100
                                    ---------
                                 (CUSIP Number)

                                December 31, 2005
                                -----------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
                                    is filed:

                                [ ] Rule 13d-1(b)

                                [X] Rule 13d-1(c)

                                [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




-------------------                                            -----------------
CUSIP No. 09059N100                    13G                     Page 2 of 6 Pages
-------------------                                            -----------------
---------- ---------------------------------------------------------------------
        1  NAME OF REPORTING PERSON

           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Cumberland Associates LLC
---------- ---------------------------------------------------------------------
        2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                    (a) [ ]

                    (b) [X]
---------- ---------------------------------------------------------------------
        3  SEC USE ONLY
---------- ---------------------------------------------------------------------
        4  CITIZENSHIP OR PLACE OF ORGANIZATION

           New York
-------------------- ------ ----------------------------------------------------
                         5  SOLE VOTING POWER

                            1,601,428
                     ------ ----------------------------------------------------
                         6  SHARED VOTING POWER
   BENEFICIALLY
     NUMBER OF              404,130
      SHARES
     OWNED BY        ------ ----------------------------------------------------
       EACH              7  SOLE DISPOSITIVE POWER
     REPORTING
      PERSON                1,601,428
       WITH
                     ------ ----------------------------------------------------
                         8  SHARED DISPOSITIVE POWER

                            404,130
---------- ---------------------------------------------------------------------
        9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           2,005,558
---------- ---------------------------------------------------------------------
       10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                             [ ]

---------- ---------------------------------------------------------------------
       11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           4.92%
---------- ---------------------------------------------------------------------
       12  TYPE OF REPORTING PERSON*

           OO, IA
---------- ---------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!




Item 1(a)           Name of Issuer:
                    --------------

                    Bioenvision, Inc. (the "Issuer")

Item 1(b)           Address of Issuer's Principal Executive Offices:
                    -----------------------------------------------

                    345 Park Avenue
                    41st Floor
                    New York, New York  10154

Item 2(a)           Name of Person Filing:
                    ---------------------

                    This statement is being filed by Cumberland Associates LLC.
                    Cumberland Associates LLC is a limited liability company
                    organized under the laws of the State of New York, and is
                    engaged in the business of managing, on a discretionary
                    basis, eight securities accounts (the "Accounts"), the
                    principal one of which is Cumberland Partners. Gary G.
                    Tynes, Bruce G. Wilcox, Andrew M. Wallach, Lawrence M.
                    Rifkin, Barry A. Konig, Steven D. Morrow and Bradley H.
                    Gendell are the members (the "Members") of Cumberland
                    Associates LLC.

Item 2(b)           Address of Principal Business Office:
                    ------------------------------------

                    The address of the principal business and office of
                    Cumberland Associates LLC and each of the Members is 1114
                    Avenue of the Americas, New York, New York 10036.

Item 2(c)           Citizenship:
                    -----------

                    Cumberland Associates LLC is a New York limited liability
                    company. Each of the Members is a citizen of the United
                    States.

Item 2(d)           Title of Class of Securities:
                    ----------------------------

                    Common Stock, par value $.001 per share (the "Shares")

Item 2(e)           CUSIP Number:
                    ------------

                    09059N100

Item 3              Not Applicable




Item 4.             Ownership:
                    ---------

Item 4(a)           Amount Beneficially Owned:
                    -------------------------

                    As of February 9, 2006, Cumberland Associates LLC may be
                    deemed the beneficial owner of 2,005,558 Shares.

Item 4(b)           Percent of Class:
                    ----------------

                    The number of Shares of which Cumberland Associates LLC may
                    be deemed to be the beneficial owner constitutes
                    approximately 4.92% of the total number of Shares
                    outstanding, based upon 40,760,763 Shares issued and
                    outstanding as of November 1, 2005, as reported in the
                    Company's quarterly report on Form 10-Q for the quarter
                    ended September 30, 2005.

Item 4(c)           Number of shares as to which such person has:
                    --------------------------------------------

                    (i)   Sole power to vote or to direct the vote:

                          1,601,428

                    (ii)  Shared power to vote or to direct the vote:

                          404,130

                    (iii) Sole power to dispose or to direct the disposition of:

                          1,601,428

                    (iv)  Shared power to dispose or to direct the disposition
                          of:

                          404,130

Item 5              Ownership of Five Percent or Less of a Class:
                    --------------------------------------------

                    If this statement is being filed to report the fact that as
                    of the date hereof the reporting person has ceased to be the
                    beneficial owner of more than five percent of the class of
                    securities, check the following. [X]

Item 6              Ownership of More than Five Percent on Behalf of Another
                    --------------------------------------------------------
                    Person:
                    ------

                    The beneficial owners of the Accounts have the right to
                    participate in the receipt of dividends from, or proceeds
                    from the sale of, the Shares held for each Account in
                    accordance with their ownership interests in each such
                    Account.




Item 7              Identification and Classification of the Subsidiary Which
                    ---------------------------------------------------------
                    Acquired the Security Being Reported on By the Parent
                    -----------------------------------------------------
                    Holding Company:
                    ---------------

                    Not Applicable

Item 8              Identification and Classification of Members
                    ---------------------------------------------
                    of the Group:
                    ------------

                    Not Applicable.

Item 9              Notice of Dissolution of Group:
                    ------------------------------

                    Not Applicable

Item 10             Certification:
                    -------------

                         By signing below the signatory certifies that, to the
                    best of his knowledge and belief, the securities referred to
                    above were not acquired and are not held for the purpose of
                    or with the effect of changing or influencing the control of
                    the Issuer of the securities and were not acquired and are
                    not held in connection with or as a participant in any
                    transaction having that purpose or effect.




                                    SIGNATURE
                                    ---------

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: February 10, 2006


                                        CUMBERLAND ASSOCIATES LLC

                                        By: /s/ Bruce G. Wilcox
                                            ------------------------------
                                        Name:  Bruce G. Wilcox
                                        Title: Chairman, Management Committee