As filed with the Securities
and Exchange Commission on January 12, 2004           Registration No. 333-_____


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

       POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3 TO FORM SB-2 ON FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                BIOENVISION, INC.
                 (Name of small business issuer in its charter)




                                                                                         

                       Delaware                               2834                                13-4025857
                       --------                               ----                                ----------
(State or other jurisdiction of                    (Primary Standard Industrial                 (I.R.S. Employer
incorporation or organization)                     Classification Code Number)                 Identification No.)


                               509 Madison Avenue
                                    Suite 404
                            New York, New York 10022
                                 (212) 750-6660
                   (Address and telephone number of principal
               executive offices and principal place of business)

                               David P. Luci, Esq.
          Director of Finance, General Counsel and Corporate Secretary
                                Bioenvision, Inc.
                               509 Madison Avenue
                                    Suite 404
                            New York, New York 10022
                                 (212) 750-6660
                          (Name, address and telephone
                          number of agent for service)

                                    Copy to:
                            Luke P. Iovine, III, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                               75 East 55th Street
                               New York, NY 10022
                                 (212) 318-6000

Approximate  date of  commencement  of proposed  sale to the public:  As soon as
practical after the effective date of this Registration Statement. If any of the
securities  being  registered  on this Form are to be  offered  on a delayed  or
continuous  basis pursuant to Rule 415 under the  Securities Act of 1933,  check
the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. |_| ___________
If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_| ___________
If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration number of the earlier registration statement for the same offering.
|_| ___________
If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. |_|




                                                 CALCULATION OF REGISTRATION FEE

                                            Number of         Proposed maximum          Proposed maximum                  Amount of
Title of each class of securities to     shares to be      offering price per       aggregate offering              registration fee
be registered                              registered             share                     price                   ----------------
-------------                              ----------             -----                     -----

                                                                                                           
Common Stock, par value $.001 per         34,015,739(1)            (1)                      (2)                        $6,481(2)
share


(1) Represents  an aggregate  of  34,015,739  shares of Common Stock  previously
    registered pursuant to Registration Statement on Form SB-2 (Registration No.
    333-97443) that are being carried forward in the Prospectus  filed with this
    Registration Statement.

(2) This amount has previously  been paid by the registrant as the  registration
    fee for the 34,015,739 shares of Common Stock carried forward from the prior
    Registration Statement on Form SB-2 (Registration No. 333- 97443).

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant will file a
further amendment which specifically states that this Registration Statement
will thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement will become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.




The  information  in this  prospectus  is not complete  and may be changed.  The
selling  shareholders  may not sell  these  securities  until  the  registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these  securities and it is not soliciting an
offer to buy these  securities  in any  state  where  such  offer or sale is not
permitted.


                                         Subject to completion, January 12, 2004



                                   PROSPECTUS

                                BIOENVISION, INC.

                        34,015,739 shares of common stock


         Of the  shares of stock  covered  by this  prospectus:  (i)  10,880,000
shares are issuable upon the conversion of 5,440,000  preferred shares issued in
connection  with a private  placement  consummated  in May 2002;  (ii) 5,440,000
shares  are  issuable  upon  the  exercise  of  warrants   issued  to  preferred
stockholders  in connection  with a private  placement  consummated in May 2002;
(iii)  6,650,867  shares were issued to former  stockholders of Pathagon Inc. in
February 2002 in connection with the consummation of the acquisition of Pathagon
Inc.; (iv) 1,008,333 shares are issuable upon the exercise of warrants issued to
our financial advisor in connection with a private placement  consummated in May
2002;  (v) 3,751,995  shares were issued and 3,974,544  shares are issuable upon
the  exercise of warrants  and options  issued to the  co-founders,  early round
investors and certain former  consultants and advisors for services  rendered to
or on behalf of us; (vi)  100,000  shares  were  issued and  200,000  shares are
issuable upon the exercise of warrants issued to a former co-development partner
for services  rendered to us; and (vii)  1,500,000  shares are issuable upon the
exercise of warrants  issued in  connection  with a credit  facility  secured by
Bioenvision in November 2001.

         Our common stock is traded on the  American  Stock  Exchange  under the
symbol  "BIV".  The last  reported  sales price of shares of our common stock on
January 6, 2004 was $4.14 per share.

         We urge you to read carefully the "Risk Factors"  section  beginning on
page 3 where  we  describe  specific  risks  associated  with an  investment  in
Bioenvision and these securities before you make your investment decision.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is January ___, 2004.





                                TABLE OF CONTENTS


                                                                            Page


PROSPECTUS SUMMARY............................................................1

THE OFFERING..................................................................2

RISK FACTORS..................................................................3

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...............................11

USE OF PROCEEDS...............................................................11

DESCRIPTION OF SECURITIES.....................................................11

SELLING STOCKHOLDERS..........................................................13

PLAN OF DISTRIBUTION..........................................................17

LEGAL MATTERS.................................................................19

EXPERTS.......................................................................19

WHERE YOU CAN GET MORE INFORMATION............................................19





--------------------------------------------------------------------------------
                               PROSPECTUS SUMMARY

You  should  read  the  following   summary  together  with  the  more  detailed
information  regarding us and the securities  being offered for sale by means of
this  prospectus  and our  financial  statements  and notes to those  statements
appearing  elsewhere  in this  prospectus.  The summary  highlights  information
contained elsewhere in this prospectus.  The terms "Bioenvision," "the company,"
"we,"  "our"  and  "us"  refer  to  Bioenvision,   Inc.  and  its   consolidated
subsidiaries unless the context suggests  otherwise.  The term "you" refers to a
prospective investor.

Bioenvision, Inc.

         We are an emerging  biopharmaceutical  company.  Our  primary  business
focus is the  development  and  distribution  of drugs to treat cancer.  We have
several products and technologies under development,  but our two lead drugs are
Clofarabine and Modrenal(R).

         Clofarabine is a purine  nucleoside  analogue  which,  based on our own
clinical  studies and studies  conducted by others on our behalf,  we believe is
effective  in the  treatment  of  leukemia  and  lymphoma.  Based on Phase  I/II
clinical trials performed to date, we also believe  Clofarabine may be effective
for the treatment of solid tumors.  Clofarabine is currently in Pivotal Phase II
clinical  trials for  pediatric  and adult ALL and AML.  In January,  2002,  the
European orphan drug  application for use of Clofarabine to treat acute leukemia
in adults was approved.  Orphan Drug  Designation  provides the Company with ten
years of market  exclusivity in Europe for  Clofarabine.  The drug has also been
granted orphan drug status and "fast track"  treatment by the United States Food
and Drug Administration (the "FDA").  Further, in August 2003, Southern Research
Institute,  the inventor of  Clofarabine,  granted  Bioenvision  the  exclusive,
irrevocable  option to sell,  market  and  distribute  Clofarabine  in Japan and
Southeast Asia.  These rights were not previously  granted by Southern  Research
Institute and fall outside the scope of the Company's then current licensing and
development  contracts with respect to  Clofarabine.  We originally  obtained an
exclusive  license  from  Southern  Research   Institute  to  sell,  market  and
distribute  Clofarabine  throughout  the world,  except for Japan and  Southeast
Asia, for all human applications,  pursuant to a co-development agreement, dated
August 31, 1998, between the Company and Southern Research  Institute.  On March
12, 2001, we granted an option to sell, market and distribute Clofarabine in the
U.S. and Canada to ILEX Oncology, Inc.

         Modrenal(R) is an endocrine  agent with a novel mode of action that has
demonstrated  efficacy  against  tamoxifin  resistant  advanced  post-menopausal
breast cancer. Modrenal(R) is an ER beta agonist and blocks the kianase mediated
proliferation  pathway in breast  cancer.,  which makes it an effective agent in
patients who have acquired  endocrine  resistence to other hormonal  agents.  We
launched  Modrenal(R) in May 2003 in the United Kingdom,  where we have received
regulatory  approval  for its use in the  treatment  of  post-menopausal  breast
cancer. In the first half of 2004, we intend to apply for mutual  recognition in
the other four largest  European  territories  in an effort to gain approval for
Modrenal(R) in each such  territory.  We anticipate  receiving  approval in each
such  territory in the first half of calendar year 2005.  Further,  we intend to
file an IND for prostate cancer clinical trials in the US and intend to commence
our first US clinical trial in the first quarter of calendar year 2004. Further,
we intend to seek  regulatory  approval for  Modrenal(R) in the United States as
salvage  therapy  for   hormone-sensitive   breast  cancer  upon  completion  of
additional  clinical studies.  We originally  obtained an exclusive license from
Stegram   Pharmaceuticals  Ltd.  to  sell,  market  and  distribute  Modrenal(R)
throughout  the  world,  except  for Japan and South  Africa,  for all human and
animal health  applications,  pursuant to a co-development  agreement dated July
15, 1998.

         Our primary business  strategy is to develop and  commercialize our two
lead drugs, Clofarabine and Modrenal(R) for sale in the territories within which
we have  licensed the right to sell,  market and  distribute  these  drugs.  Our
portfolio of compounds also includes four other products and technologies  which
have potential market applicability in 12 clinical indications and we anticipate
that revenues derived from Clofarabine and Modrenal(R) will permit us to further
develop these four other products and technologies.

Corporate Background

We were  incorporated  as Express  Finance,  Inc. under the laws of the State of
Delaware on August 16, 1996, and changed our name to Ascot Group, Inc. in August
1998 and further to Bioenvision,  Inc. in December 1998. Our principal executive
offices are located at 509 Madison Avenue, Suite 404 , New York, New York 10022.
Our telephone number is (212) 750-6700 and our fax number is (212) 750-6777. Our
website is  www.bioenvision.com.  Information  contained on our website does not
constitute, and shall not be deemed to constitute, part of this prospectus.


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





--------------------------------------------------------------------------------
                                  The Offering

Shares of common stock offered by the
selling stockholders.......................... 34,015,739

Shares of common stock outstanding as of
January 6, 2004............................... 19,091,535

Shares to be outstanding following
offering (assuming conversion of all
preferred shares into common shares and
exercise of options and warrants, and
assuming no sales of any securities
pursuant to this offering).................... 42,094,412

Use of proceeds............................... We will not receive any proceeds
                                               from the issuance or sale of the
                                               shares included in this offering.
                                               We may receive consideration upon
                                               the exercise of options and we
                                               will receive consideration upon
                                               the conversion of warrants which
                                               we intend to use for general
                                               corporate purposes.

Risk Factors.................................. An investment in our common stock
                                               is subject to significant risks.
                                               You should carefully consider the
                                               information set forth in the
                                               "Risk Factors" section of this
                                               prospectus as well as other
                                               information set forth in this
                                               prospectus, including our
                                               financial statements and related
                                               notes.

Plan of Distribution.......................... The shares of common stock
                                               offered for resale may be sold by
                                               the selling stockholders pursuant
                                               to this prospectus in the manner
                                               described under "Plan of
                                               Distribution" on page 17.

Amex symbol................................... BIV


                                      -2-
--------------------------------------------------------------------------------



                                  RISK FACTORS

         You should carefully  consider the following risks before you decide to
buy our common stock. Our business, financial condition or operating results may
suffer if any of the events  described in the  following  risk factors  actually
occur. There may be additional risks that we are not currently able to identify.
These may also adversely affect our business,  financial  condition or operating
results.  If any of the  events we have  identified  or those that we cannot now
identify  occurs,  the trading price of our common stock could decline,  and you
may lose all or part of the money you paid to buy our common stock.

The price of our  common  stock is likely to be  volatile  and  subject  to wide
fluctuations.

         The market price of the securities of biotechnology companies has been,
and can be, especially  volatile.  Thus, the market price of our common stock is
likely to be subject to wide  fluctuations.  If our revenues do not grow or grow
more slowly,  or, if operating or capital  expenditures  exceed our expectations
and cannot be adjusted accordingly, or if some other event adversely affects us,
the market price of our common stock could decline.  In addition,  if the market
for  pharmaceutical  and  biotechnology  stocks or the stock  market in  general
experiences a loss in investor  confidence or otherwise  fails, the market price
of our common stock could fall for reasons unrelated to our business, results of
operations  and  financial  condition.  The market price of our stock also might
decline in reaction to events that affect other  companies in our industry  even
if these events do not directly affect us or for other reasons.

Certain events could result in a dilution of holders of our common stock.

         As of  January  6,  2004,  we had  19,091,535  shares of  common  stock
outstanding,  5,440,000 shares of Series A preferred stock outstanding which are
currently  convertible  into  10,880,000  shares of common stock and  14,469,542
common stock equivalents  including  warrants and stock options,  other than the
options granted under the  co-development  agreement with ILEX. The exercise and
conversion prices of the common stock equivalents range from $0.735 to $2.00 per
share.  These  securities  also  provide for  antidilution  protection  upon the
occurrence  of sales of our common stock below  certain  prices,  stock  splits,
redemptions,  mergers and other  similar  transactions.  If one or more of these
events occurs the number of shares of our common stock that may be acquired upon
conversion  or  exercise  would  increase.  If  converted  or  exercised,  these
securities will result in a dilution to your percentage  ownership of our common
stock.  The resale of many of the shares of common  stock which  underlie  these
options and warrants are registered  under this  prospectus and the sale of such
shares may adversely affect the market price of our common stock.

The  provisions  of Delaware  law may inhibit  potential  acquisition  bids that
stockholders may believe are desirable, and the market price of our common stock
may be lower as a result.

         We are subject to the  anti-takeover  provisions  of Section 203 of the
Delaware  corporate  statute,  which  regulates  corporate  acquisitions.  These
provisions could discourage potential  acquisition  proposals and could delay or
prevent a change in  control  transaction.  They  could  also have the effect of
discouraging others from making tender offers for our common stock. As a result,
these  provisions may prevent our stock price from increasing  substantially  in
response  to actual or rumored  takeover  attempts.  These  provisions  may also
prevent changes in our management.

We have a limited  operating  history,  which makes it difficult to evaluate our
business and to predict our future operating results.

         Since our inception,  we have been primarily  engaged in organizational
activities,  including  developing a strategic  operating  plan,  entering  into
various   collaborative   agreements   for  the   development  of  products  and
technologies,  hiring personnel and developing and testing our products. We have
not generated any material  revenues to date.  Accordingly,  we have no relevant
operating  history upon which an evaluation of our performance and prospects can
be made.

We have incurred net losses since commencing business and expect future losses.

         To date, we have incurred significant net losses,  including net losses
of  $6,746,326  for the year ended June 30,  2003 and  $2,823,015  for the three
months ended  September  30,  2003.  At  September  30,  2003,  we had a deficit
accumulated  of  $31,474,458.  We  anticipate  that  we may  continue  to  incur
significant  operating losses for the foreseeable  future. We may never generate
material revenues or achieve profitability and, if we do achieve  profitability,
we may not be able to maintain profitability.

Clinical  trials for our products will be expensive  and may be time  consuming,
and their outcome is uncertain,  but we must incur substantial expenses that may
not result in any viable products.

         Before  obtaining  regulatory  approval  for the  commercial  sale of a
product,  we must demonstrate through  pre-clinical  testing and clinical trials
that a product  candidate is safe and  effective  for use in humans.  Conducting
clinical  trials is a lengthy,  time-consuming  and expensive  process.  We will
incur  substantial  expense  for,  and  devote a  significant  amount of time to
pre-clinical testing and clinical trials.


                                      -3-



         Historically,  the results from pre-clinical testing and early clinical
trials have often not been  predictive  of results  obtained  in later  clinical
trials.  A number of new drugs have shown promising  results in clinical trials,
but  subsequently  failed to establish  sufficient  safety and efficacy  data to
obtain  necessary  regulatory  approvals.  Data obtained from  pre-clinical  and
clinical activities are susceptible to varying interpretations, which may delay,
limit or prevent  regulatory  approval.  Regulatory  delays or rejections may be
encountered as a result of many factors,  including changes in regulatory policy
during the period of product  development.  Regulatory  authorities  may require
additional   clinical  trials,   which  could  result  in  increased  costs  and
significant development delays.

         Completion of clinical trials for any product may take several years or
more. The length of time generally varies  substantially  according to the type,
complexity,  novelty and intended use of the product candidate. Our commencement
and rate of  completion  of  clinical  trials may be  delayed  by many  factors,
including:

         o        inability of vendors to manufacture sufficient quantities of
                  materials for use in clinical trials;

         o        slower than expected rate of patient recruitment or
                  variability in the number and types of patients in a study;

         o        inability to adequately follow patients after treatment;

         o        unforeseen safety issues or side effects;

         o        lack of efficacy during the clinical trials; or

         o        government or regulatory delays.

If our development  agreement with ILEX does not proceed as planned we may incur
delay in the commercialization of Clofarabine,  which would delay our ability to
generate sales and cash flow from the sale of Clofarabine.

         ILEX has primary  responsibility  for  conducting  clinical  trials and
administering  regulatory  compliance and approval  matters in the United States
and Canada  pursuant  to the terms of our  co-development  agreement  with ILEX.
While there are target dates for completion,  that agreement allows ILEX time to
continue  working beyond those dates under certain  circumstances.  If ILEX does
not complete clinical trials and regulatory work  expeditiously,  or if it fails
to do  so  at  all  or  otherwise  fails  to  meet  its  obligations  under  the
co-development  agreement, we could lose valuable time in developing Clofarabine
for commercialization.  Furthermore, we intend to make use of clinical data from
trials ILEX is conducting to prepare and support our regulatory  applications in
Europe and  elsewhere.  We can not provide  assurance that ILEX will not fail to
meet its obligations under the co-development  agreement. If this were to occur,
it could have a material  adverse effect on our ability to develop  Clofarabine,
obtain necessary regulatory approvals, and generate sales and cash flow from the
sale of  Clofarabine.  If delays in  completion  constitute  a breach by ILEX or
there are certain other breaches of the co-development  agreement by ILEX, then,
at our discretion, the primary responsibility for completion would revert to us,
but  there is no  assurance  that we would  have the  financial,  managerial  or
technical resources to complete such tasks in timely fashion or at all.

We may  fail to  address  risks we face as a  developing  business  which  could
adversely affect the implementation of our business plan.

         We are prone to all of the risks inherent to the  establishment  of any
new business  venture.  You should consider the likelihood of our future success
to be highly speculative in light of our limited operating  history,  as well as
the limited resources,  problems,  expenses,  risks and complications frequently
encountered by similarly  situated  companies.  To address these risks, we must,
among other things,

o        maintain and increase our product portfolio;

o        implement and successfully execute our business and marketing strategy;

o        continue to develop new products and upgrade our existing products;

o        respond to industry and competitive developments; and

o        attract, retain, and motivate qualified personnel.


We may not be successful in addressing  these risks.  If we are unable to do so,
our business  prospects,  financial condition and results of operations would be
materially adversely affected.


                                      -4-



We have limited experience in developing products and may be unsuccessful in our
efforts to develop products.

         To  achieve  profitable  operations,  we,  alone or with  others,  must
successfully  develop,  clinically  test,  market  and  sell our  products.  The
development of new pharmaceutical  products is highly uncertain and subject to a
number  of  significant   risks.  Most  products   resulting  from  our  or  our
collaborative  partners'  product  development  efforts  are not  expected to be
available for sale for at least several  years,  if at all.  Potential  products
that appear to be  promising at early  stages of  development  may not reach the
market for a number of reasons, including:

o        discovery during pre-clinical testing or clinical trials that the
         products are ineffective or cause harmful side effects;

o        failure to receive necessary regulatory approvals;

o        inability to manufacture on a large or economically feasible scale;

o        failure to achieve market acceptance; or

o        preclusion from commercialization by proprietary rights of third
         parties.

         To  date,  our  resources  have  been  substantially  dedicated  to the
acquisition,  research and development of products and technologies. Most of the
existing  and future  products  and  technologies  developed  by us will require
extensive additional  development,  including  pre-clinical testing and clinical
trials, as well as regulatory approvals, prior to commercialization. Our product
development  efforts  may not be  successful.  We may fail to  receive  required
regulatory  approvals from U.S. or foreign  authorities for any indication.  Any
products,  if  introduced,  may not be capable of being  produced in  commercial
quantities at reasonable costs or being  successfully  marketed.  The failure of
our research and  development  activities to result in any  commercially  viable
products or technologies would materially adversely affect our future prospects.

Our  industry is subject to  extensive  government  regulation  and our products
require other regulatory  approvals which makes it more expensive to operate our
business.

         Regulation  in  General.  Virtually  all  aspects of our  business  are
regulated by federal and state statutes and governmental  agencies in the United
States and other  countries.  Failure to comply  with  applicable  statutes  and
government  regulations  could have a material  adverse effect on our ability to
develop and sell products  which would have a negative  impact on our cash flow.
The development, testing, manufacturing,  processing, quality, safety, efficacy,
packaging, labeling,  record-keeping,  distribution,  storage and advertising of
pharmaceutical  products,  and  disposal of waste  products  arising  from these
activities,  are subject to  regulation by one or more federal  agencies.  These
activities are also regulated by similar state and local agencies and equivalent
foreign authorities.

         FDA Regulation.  All pharmaceutical  manufacturers in the United States
are subject to  regulation  by the FDA under the  authority of the Federal Food,
Drug,  and Cosmetic  Act.  Under the Act, the federal  government  has extensive
administrative   and  judicial   enforcement   powers  over  the  activities  of
pharmaceutical  manufacturers to ensure  compliance with FDA regulations.  Those
powers include, but are not limited to the authority to:

o        initiate court action to seize unapproved or non-complying products;

o        enjoin non-complying activities;

o        halt manufacturing operations that are not in compliance with current
         good manufacturing practices prescribed by the FDA;

o        recall products which present a health risk; and

o        seek civil monetary and criminal penalties.

         Other  enforcement   activities  include  refusal  to  approve  product
applications  or  the  withdrawal  of  previously  approved  applications.   Any
enforcement  activities,  including the  restriction  or prohibition on sales of
products marketed by us or the halting of manufacturing  operations of us or our
collaborators,  would have a material  adverse  effect on our ability to develop
and sell  products  which  would  have a negative  impact on our cash  flow.  In
addition, product recalls may be issued at our discretion or by the FDA or other
domestic  and  foreign  government  agencies  having  regulatory  authority  for
pharmaceutical product sales. Recalls may occur due to disputed labeling claims,
manufacturing   issues,   quality   defects   or  other   reasons.   Recalls  of
pharmaceutical  products  marketed  by us may occur in the  future.  Any product
recall could have a material adverse effect on our revenue and cash flow.

         FDA Approval Process.  We have a variety of products under development,
including  line  extensions  of existing  products,  reformulations  of existing
products  and  new  products.  All  "new  drugs"  must  be  the  subject  of  an
FDA-approved  new drug  application  before  they may be  marketed in the United
States. All generic equivalents to previously approved drugs or new dosage forms
of existing drugs must be the subject of an  FDA-approved  abbreviated  new drug
application before they may by marketed in the United


                                      -5-



States.  In both cases,  the FDA has the  authority  to  determine  what testing
procedures are appropriate for a particular product and, in some instances,  has
not  published  or  otherwise  identified   guidelines  as  to  the  appropriate
procedures.  The FDA has the authority to withdraw existing new drug application
and  abbreviated  application  approvals and to review the regulatory  status of
products marketed under the enforcement  policy. The FDA may require an approved
new drug  application or abbreviated  application for any drug product  marketed
under the  enforcement  policy if new  information  reveals  questions about the
drug's safety or  effectiveness.  All drugs must be  manufactured  in conformity
with current good  manufacturing  practices and drugs subject to an approved new
drug application or abbreviated  application  must be  manufactured,  processed,
packaged,  held and labeled in accordance with information  contained in the new
drug application or abbreviated application.

         The required  product testing and approval process can take a number of
years and require  the  expenditure  of  substantial  resources.  Testing of any
product  under  development  may not  result in a  commercially-viable  product.
Further,  we may decide to modify a product in testing,  which could  materially
extend the test  period and  increase  the  development  costs of the product in
question.  Even after time and expenses,  regulatory approval by the FDA may not
be obtained for any products we develop.  In addition,  delays or rejections may
be  encountered  based upon  changes in FDA policy  during the period of product
development and FDA review.  Any regulatory  approval may impose  limitations in
the indicated use for the product.  Even if regulatory  approval is obtained,  a
marketed product, its manufacturer and its manufacturing  facilities are subject
to continual review and periodic inspections. Subsequent discovery of previously
unknown  problems  with a  product,  manufacturer  or  facility  may  result  in
restrictions on the product or manufacturer, including withdrawal of the product
from the market.

         Foreign  Regulatory  Approval.  Even if required  FDA approval has been
obtained  with respect to a product,  foreign  regulatory  approval of a product
must also be obtained  prior to marketing the product  internationally.  Foreign
approval  procedures  vary from  country to country  and the time  required  for
approval  may  delay or  prevent  marketing.  In  certain  instances,  we or our
collaborative partners may seek approval to market and sell some of our products
outside of the United States before  submitting an  application  for approval to
the FDA.  The  clinical  testing  requirements  and the time  required to obtain
foreign  regulatory  approvals  may differ from that  required for FDA approval.
Although there is now a centralized  European  Union approval  mechanism for new
pharmaceutical  products in place,  each European Union country may  nonetheless
impose its own procedures and requirements, many of which are time consuming and
expensive,  and some European Union countries  require price approval as part of
the  regulatory  process.  Thus,  there can be  substantial  delays in obtaining
required approval from both the FDA and foreign regulatory authorities after the
relevant applications are filed.

         Changes in Requirements.  The regulatory requirements applicable to any
product may be modified in the future.  We cannot  determine what effect changes
in regulations or statutes or legal  interpretations may have on our business in
the future. Changes could require changes to manufacturing methods,  expanded or
different  labeling,  the  recall,  replacement  or  discontinuation  of certain
products, additional record keeping and expanded documentation of the properties
of  certain  products  and  scientific   substantiation.   Any  changes  or  new
legislation  could have a material  adverse effect on our ability to develop and
sell products and, therefore, generate revenue and cash flow.

         The products under development by us may not meet all of the applicable
regulatory  requirements needed to receive regulatory  marketing approval.  Even
after we expend substantial resources on research,  clinical development and the
preparation  and  processing of regulatory  applications,  we may not be able to
obtain  regulatory  approval  for  any of  our  products.  Moreover,  regulatory
approval for marketing a proposed pharmaceutical product in any jurisdiction may
not result in similar approval in other jurisdictions. Our failure to obtain and
maintain  regulatory  approvals  for  products  under  development  would have a
material  adverse  effect on our  ability  to  develop  and sell  products  and,
therefore, generate revenue and cash flow.

We may not be  successful  in  receiving  orphan  drug status for certain of our
products or, if that status is obtained,  fully  enjoying the benefits of orphan
drug status.

         Under the Orphan Drug Act, the FDA may grant orphan drug designation to
drugs intended to treat a rare disease or condition. A disease or condition that
affects  populations of fewer than 200,000 people in the United States generally
constitutes a rare disease or  condition.  We may not be successful in receiving
orphan drug status for certain of our products.  Orphan drug designation must be
requested before submitting a new drug application.  After the FDA grants orphan
drug  designation,  the  generic  identity  of the  therapeutic  agent  and  its
potential  orphan use are publicized by the FDA. Under current law,  orphan drug
status is conferred upon the first company to receive FDA approval to market the
designated  drug for the designated  indication.  Orphan drug status also grants
marketing exclusivity in the United States for a period of seven years following
approval  of the new drug  application,  subject  to  limitations.  Orphan  drug
designation  does not provide any  advantage in, or shorten the duration of, the
FDA regulatory  approval  process.  Although  obtaining FDA approval to market a
product with orphan drug status can be advantageous,  the scope of protection or
the level of marketing  exclusivity  that is  currently  afforded by orphan drug
status and marketing approval may not remain in effect in the future.

         Our business  strategy  involves  obtaining orphan drug designation for
certain of the oncology products we have under development. Although Clofarabine
has  received  orphan  drug  designation  with the FDA and EMEA,  we do not know
whether any of


                                      -6-



our  other  products  will  receive  an orphan  drug  designation.  Orphan  drug
designation does not prevent other  manufacturers from attempting to develop the
same drug for the designated  indication or from obtaining the approval of a new
drug  application  for  their  drug  prior  to  the  approval  of our  new  drug
application. If another sponsor's new drug application for the same drug and the
same  indication  is approved  first,  that  sponsor is  entitled  to  exclusive
marketing  rights if that sponsor has received  orphan drug  designation for its
drug. In that case, the FDA would refrain from approving an application by us to
market our competing product for seven years, subject to limitations.  Competing
products may not receive  orphan drug  designations  and FDA marketing  approval
before the products under development by us.

         New drug application approval of a drug with an orphan drug designation
does  not  prevent  the  FDA  from  approving  the  same  drug  for a  different
indication,  or a molecular  variation of the same drug for the same indication.
Because doctors are not restricted by the FDA from  prescribing an approved drug
for uses not approved by the FDA, it is also  possible  that  another  company's
drug could be prescribed for indications for which products developed by us have
received orphan drug designation and new drug application approval.  Prescribing
of approved drugs for unapproved uses,  commonly referred to as "off label" use,
could adversely affect the marketing potential of products that have received an
orphan drug designation and new drug application approval. In addition, new drug
application  approval of a drug with an orphan drug designation does not provide
any marketing exclusivity in foreign markets.

         The  possible  amendment  of the Orphan  Drug Act by the United  States
Congress has been the subject of frequent  discussion.  Although no  significant
changes to the Orphan Drug Act have been made for a number of years,  members of
Congress  have from  time to time  proposed  legislation  that  would  limit the
application of the Orphan Drug Act. The precise scope of protection  that may be
afforded by orphan drug  designation  and  marketing  approval may be subject to
change in the future.

The use of our products may be limited or eliminated by professional  guidelines
which would decrease our sales of these products and, therefore, our revenue and
cash flows.

         In addition to government agencies,  private health/science foundations
and  organizations  involved in various diseases may also publish  guidelines or
recommendations  to  the  healthcare  and  patient  communities.  These  private
organizations may make recommendations that affect the usage of therapies, drugs
or procedures,  including  products developed by us. These  recommendations  may
relate to matters  such as usage,  dosage,  route of  administration  and use of
concomitant  therapies.  Recommendations  or  guidelines  that are  followed  by
patients  and  healthcare  providers  and that result in,  among  other  things,
decreased use or elimination  of products  developed by us could have a material
adverse effect on our revenue and cash flows.

Generic  products  which  third  parties  may  develop  may render our  products
noncompetitive or obsolete.

         An increase in competition from generic  pharmaceutical  products could
have a material adverse effect on our ability to generate revenue and cash flow.

Because many of our competitors  have  substantially  greater  capabilities  and
resources,  they may be able to  develop  products  before  us or  develop  more
effective products or market them more effectively which would limit our ability
to generate revenue and cash flow.

         Competition  in our industry is intense.  Potential  competitors in the
United States and Europe are numerous and include  pharmaceutical,  chemical and
biotechnology  companies,  most of  which  have  substantially  greater  capital
resources, marketing experience,  research and development staffs and facilities
than  us.  Although  we  seek to  limit  potential  sources  of  competition  by
developing  products that are eligible for orphan drug  designation and new drug
application  approval or other forms of protection,  our competitors may develop
similar  technologies  and  products  more  rapidly  than us or market them more
effectively.  Competing technologies and products may be more effective than any
of those that are being or will be developed by us. The generic drug industry is
intensely   competitive   and  includes   large  brand  name  and   multi-source
pharmaceutical companies. Because generic drugs do not have patent protection or
any other market  exclusivity,  our competitors may introduce  competing generic
products,  which may be sold at lower prices or with more aggressive  marketing.
Conversely,  as we introduce branded drugs into our product  portfolio,  we will
face  competition  from  manufacturers of generic drugs which may claim to offer
equivalent  therapeutic  benefits  at a  lower  price.  The  aggressive  pricing
activities of our generic  competitors  could have a material  adverse effect on
our revenue and cash flow.

If we fail to keep up with rapid  technological  change and evolving  therapies,
our technologies and products could become less competitive or obsolete.

         The  pharmaceutical  industry is characterized by rapid and significant
technological change. We expect that pharmaceutical  technology will continue to
develop  rapidly,  and our future  success will depend on our ability to develop
and maintain a competitive  position.  Technological  development  by others may
result in products developed by us, branded or generic, becoming obsolete before
they are marketed or before we recover a significant  portion of the development
and  commercialization   expenses  incurred  with  respect  to  these  products.
Alternative  therapies or new medical  treatments could alter existing treatment
regimes,  and thereby reduce the need for one or more of the products  developed
by us, which would adversely affect our revenue and cash flow.


                                      -7-



We depend on others for clinical  testing of our products  which could delay our
ability to develop products.

         We do not currently have any internal product testing capabilities. Our
inability  to retain  third  parties  for the  clinical  testing of  products on
acceptable  terms would adversely  affect our ability to develop  products.  Any
failures by third parties to adequately perform their responsibilities may delay
the  submission  of  products  for  regulatory  approval,  impair our ability to
deliver products on a timely basis or otherwise impair our competitive position.
Our  dependence on third parties for the  development  of products may adversely
affect our  potential  profit  margins  and our  ability to develop  and deliver
products on a timely basis.

We depend on others to manufacture our products and have not  manufactured  them
in significant quantities.

         We have never manufactured any products in commercial  quantities,  and
the  products  being  developed  by  us  may  not  be  suitable  for  commercial
manufacturing in a cost-effective manner. Manufacturers of products developed by
us will be subject to current good manufacturing practices prescribed by the FDA
or other rules and regulations prescribed by foreign regulatory authorities.  We
may not be able to enter into or maintain  relationships  either domestically or
abroad  with  manufacturers  whose  facilities  and  procedures  comply  or will
continue to comply with  current  good  manufacturing  practices  or  applicable
foreign  requirements.  Failure by a manufacturer of our products to comply with
current good manufacturing  practices or applicable  foreign  requirements could
result in significant  time delays or our inability to commercialize or continue
to market a product  and could  have a material  adverse  effect on our sales of
products and, therefore,  our cash flow. In the United States, failure to comply
with current good manufacturing practices or other applicable legal requirements
can lead to federal seizure of violative products, injunctive actions brought by
the federal  government,  and potential criminal and civil liability on the part
of a company and our officers and employees.

We have limited  sales and  marketing  capability,  and may not be successful in
selling or marketing our products.

         The creation of infrastructure to commercialize  oncology products is a
difficult, expensive and time-consuming process. We may not be able to establish
direct or indirect  sales and  distribution  capabilities  or be  successful  in
gaining market  acceptance for proprietary  products or for other  products.  We
currently  have very limited  sales and  marketing  capabilities.  To market any
products  directly,  we will need to develop a more fulsome  marketing and sales
force with  technical  expertise  and  distribution  capability or contract with
other pharmaceutical  and/or health care companies with distribution systems and
direct  sales  forces.  To the extent that we enter into  co-promotion  or other
licensing  arrangements,  any revenues to be received by us will be dependent on
the  efforts  of  third  parties.  The  efforts  of  third  parties  may  not be
successful.  Our failure to establish marketing and distribution capabilities or
to enter into marketing and distribution  arrangements  with third parties could
have a material adverse effect on our revenue and cash flows.

We  depend  on  patent  and  proprietary  rights  to  develop  and  protect  our
technologies and products, which rights may not offer us sufficient protection.

         The pharmaceutical industry places considerable importance on obtaining
patent and trade secret protection for new technologies, products and processes.
Our success  will depend on our  ability to obtain and  enforce  protection  for
products that we develop  under United States and foreign  patent laws and other
intellectual  property laws,  preserve the  confidentiality of our trade secrets
and operate without infringing the proprietary rights of third parties.  Through
our  current  license  agreements,  we have  acquired  the right to utilize  the
technology  covered  by  issued  patents  and  patent  applications,  as well as
additional  intellectual  property  and  know-how  that could be the  subject of
further patent applications in the future.  Patents may not be issued from these
applications  and issued  patents  may not give us adequate  protection.  Issued
patents may be  challenged,  invalidated,  infringed  or  circumvented,  and any
rights  granted  thereunder  may not  provide  us with  competitive  advantages.
Parties not  affiliated  with us have  obtained or may obtain  United  States or
foreign  patents  or possess  or may  possess  proprietary  rights  relating  to
products  being  developed or to be developed by us. Patents now in existence or
hereafter   issued  to  others  may   adversely   affect  the   development   or
commercialization  of products  developed  or to be developed by us. Our planned
activities may infringe patents owned by others.

         We could  incur  substantial  costs  in  defending  infringement  suits
brought  against us or any of our  licensors  or in asserting  any  infringement
claims that we may have against others. We could also incur substantial costs in
connection  with any suits  relating  to  matters  for  which we have  agreed to
indemnify our licensors or  distributors.  An adverse  outcome in any litigation
could have a material  adverse  effect on our  ability to sell  products  or use
patents in the future.  In  addition,  we could be  required to obtain  licenses
under patents or other proprietary  rights of third parties.  These licenses may
not be made  available on terms  acceptable to us, or at all. If we are required
to, and do not obtain any  required  licenses,  we could be prevented  from,  or
encounter  delays  in,  developing,  manufacturing  or  marketing  one  or  more
products.

         We also rely upon trade  secret  protection  for our  confidential  and
proprietary   information.   Others  may  independently   develop  substantially
equivalent  proprietary  information  and techniques or gain access to our trade
secrets or disclose our technology.  We may not be able to meaningfully  protect
our trade secrets which could limit our ability to exclusively produce products.


                                      -8-



         We  require  our  employees,  consultants,  members  of the  scientific
advisory   board  and   parties   to   collaborative   agreements   to   execute
confidentiality  agreements  upon the  commencement  of employment or consulting
relationships  or a  collaboration  with us.  These  agreements  may not provide
meaningful  protection of our trade secrets or adequate remedies in the event of
unauthorized use or disclosure of confidential and proprietary information.

If we lose key management or other personnel our business will suffer.

         We are highly dependent on the principal  members of our scientific and
management  staff.  We also rely on  consultants  and  advisors,  including  our
scientific  advisors,  to assist us in formulating  our research and development
strategy.  Our success also depends upon  retaining key management and technical
personnel,  as well as our ability to continue to attract and retain  additional
highly-qualified personnel. We face intense competition for personnel from other
companies, government entities and other organizations. We may not be successful
in  retaining  our  current  personnel.  We may not be  successful  in hiring or
retaining  qualified  personnel in the future. If we lose the services of any of
our scientific and management staff or key technical personnel, or if we fail to
continue to attract qualified personnel, our ability to acquire, develop or sell
products would be adversely affected.

Our management and internal  systems might be inadequate to handle our potential
growth.

         Our success  will depend in  significant  part on the  expansion of our
operations  and the  effective  management  of growth.  This growth will place a
significant  strain on our management and information  systems and resources and
operational and financial  systems and resources.  To manage future growth,  our
management must continue to improve our  operational  and financial  systems and
expand,  train,  retain and manage our employee  base. Our management may not be
able to manage our growth effectively. If our systems, procedures, controls, and
resources are  inadequate  to support our  operations,  our  expansion  would be
halted and we could lose our opportunity to gain  significant  market share. Any
inability to manage  growth  effectively  may harm our ability to institute  our
business plan.

Because  we have  international  operations,  we will be  subject  to  risks  of
conducting business in foreign countries.

         Because  we  have  international  operations  in  the  conduct  of  our
business,  we are  subject  to the  risks  of  conducting  business  in  foreign
countries, including:

o        difficulty in establishing or managing distribution relationships;

o        different standards for the development, use, packaging and marketing
         of our products and technologies;

o        our inability to locate qualified local employees, partners,
         distributors and suppliers;

o        the potential burden of complying with a variety of foreign laws, trade
         standards and regulatory requirements, including the regulation of
         pharmaceutical products and treatment; and

o        general geopolitical risks, such as political and economic instability,
         changes in diplomatic and trade relations, and foreign currency risks.

We will have future  capital  needs and we may not be able to secure  additional
financing which could affect our ability to operate as a going concern.

         In May 2002,  we completed a $17,750,000  offering  through the sale of
shares of Series A  preferred  stock and common  stock  purchase  warrants.  The
common stock purchase warrants are exercisable within five years of the issuance
date. However, we may need additional financing to continue to fund the research
and  development of our products and to generally  expand and grow our business.
To the extent that we will be required to fund operating  losses,  our financial
position  would  deteriorate.  There can be no assurance that we will be able to
find  significant  additional  financing at all or on terms  favorable to us. If
equity  securities  are issued in connection  with a financing,  dilution to our
stockholders  may  result,  and if  additional  funds  are  raised  through  the
incurrence  of debt, we may be subject to  restrictions  on our  operations  and
finances.  Furthermore,  if we do incur  additional debt, we may be limiting our
ability  to  repurchase  capital  stock,  engage  in  mergers,   consolidations,
acquisitions  and asset  sales,  or alter our lines of  business  or  accounting
methods,  even though these actions would otherwise benefit our business.  As of
June 30,  2003,  we had  stockholders'  equity of  $18,828,392  and net  working
capital of $6,108,493.

         If adequate  financing is not  available,  we may be required to delay,
scale back or  eliminate  some of our  research  and  development  programs,  to
relinquish  rights to certain  technologies  or  products,  or to license  third
parties to  commercialize  technologies or products that we would otherwise seek
to develop.  Any inability to obtain additional  financing,  if required,  would
have a material  adverse  effect on our ability to continue our  operations  and
implement our business plan.


                                      -9-



The prices we charge for our products and the level of third-party reimbursement
may decrease and our revenues could decrease.

         Our ability to commercialize  products  successfully depends in part on
the price we may be able to charge for our  products  and on the extent to which
reimbursement  for the  cost  of our  products  and  related  treatment  will be
available from  government  health  administration  authorities,  private health
insurers and other third-party payors.  Government  officials and private health
insurers  are  increasingly  challenging  the  price  of  medical  products  and
services.   Significant   uncertainty  exists  as  to  the  pricing  flexibility
distributors will have with respect to, and the  reimbursement  status of, newly
approved health care products.

         In the United States, for instance,  we expect that there will continue
to be a number of federal and state proposals to implement government control of
pricing and profitability of prescription  pharmaceuticals.  Government  imposed
controls  could  decrease  the price we receive for products by  preventing  the
recovery of  development  costs and an appropriate  profit margin.  Any of these
cost  controls  could have a material  adverse  effect on our  ability to make a
profit.  Furthermore,  federal and state  regulations  govern or  influence  the
reimbursement  to health care providers in connection with medical  treatment of
certain patients.  If any actions are taken by federal and/or state governments,
they could  adversely  affect the prospects  for sales of our products.  Actions
taken by federal  and/or  state  governments  with  regard to health care reform
could have a material adverse effect on our business and our prospects.

         Third-party  payors may attempt to control  costs  further by selecting
exclusive providers of their pharmaceutical products. If third-party payors were
to make this type of arrangement with one or more of our competitors, they would
not reimburse patients for purchasing our competing  products.  This could cause
the acceptance and/or use of our products to decline. This lack of reimbursement
would diminish the market for products developed by us and could have a material
adverse effect on us.

Our products may be subject to recall.

         Product  recalls may be issued at our discretion or by the FDA, the FTC
or other  government  agencies  having  regulatory  authority for product sales.
Product recalls,  if any in the future,  may harm our reputation and cause us to
lose development  opportunities,  or customers or pay refunds. Products may need
to be recalled due to disputed labeling claims,  manufacturing  issues,  quality
defects,  or other  reasons.  We do not carry any insurance to cover the risk of
potential  product  recall.  Any product  recall  could have a material  adverse
effect on us, our prospects, our financial condition and results of operations.

We may face  exposure  from  product  liability  claims  and  product  liability
insurance  may not be  sufficient  to cover  the costs of our  liability  claims
related to technologies or products.

         We  face  exposure  to  product  liability  claims  if  the  use of our
technologies  or products or those we license  from third  parties is alleged to
have  resulted in adverse  effects to users  thereof.  Regulatory  approval  for
commercial sale of our products does not mitigate  product  liability risks. Any
precautions we take may not be sufficient to avoid significant product liability
exposure.   Although  we  have  obtained  product  liability  insurance  on  our
technologies and products at levels with which management deems  reasonable,  no
assurance can be given that this insurance  will cover any  particular  claim or
that we have obtained an appropriate level of liability  insurance  coverage for
our development and marketing activities.  Existing coverage may not be adequate
as we further develop our products.  In the future,  adequate insurance coverage
or indemnification by collaborative  partners may not be available in sufficient
amounts, or at acceptable costs, if at all. To the extent that product liability
insurance, if available, does not cover potential claims, we will be required to
self-insure the risks associated with those claims. The successful  assertion of
any  uninsured  product  liability  or other  claim  against us could  limit our
ability to sell our  products  or could cause  monetary  damages.  In  addition,
future product  labeling may include  disclosure of additional  adverse effects,
precautions and contra  indications,  which may adversely  impact product sales.
The pharmaceutical industry has experienced increasing difficulty in maintaining
product  liability  insurance  coverage at reasonable  levels,  and  substantial
increases  in  insurance  premium  costs in many  cases have  rendered  coverage
economically impractical.


                                      -10-



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         We have made statements under the captions "Risk Factors," and in other
sections of this prospectus that are forward-looking  statements. In some cases,
you can  identify  these  statements  by  forward-looking  words  such as "may,"
"might,"  "will,"  "should,"  "expects,"  "plans,"  "anticipates,"   "believes,"
"estimates,"  "predicts," "potential" or "continue," the negative of these terms
and other comparable  terminology.  These  forward-looking  statements which are
subject  to  risks,   uncertainties   and  assumptions  about  us,  may  include
projections  of  our  future  financial   performance,   or  anticipated  growth
strategies and  anticipated  trends in our business.  These  statements are only
predictions  based on our current  expectations  and  projections  about  future
events.  There are important factors that could cause our actual results,  level
of activity,  performance or achievements to differ materially from the results,
level of  activity,  performance  or  achievements  expressed  or implied by the
forward-looking statements,  including those factors discussed under the section
entitled  "Risk  Factors." You should  specifically  consider the numerous risks
outlined under "Risk Factors." Although we believe the expectations reflected in
the  forward-looking  statements  are  reasonable,  we cannot  guarantee  future
results, levels of activity,  performance or achievements.  Moreover, neither we
nor any other person assumes responsibility for the accuracy and completeness or
any of these forward-looking statements.

                                 USE OF PROCEEDS

         The selling  stockholders  will receive the proceeds from the resale of
the shares of common stock.  We will not receive any proceeds from the resale of
the  shares  of  common  stock  by the  selling  stockholders.  We  may  receive
consideration  upon the  exercise of options and we will  receive  consideration
upon  the  conversion  of  warrants  which  we will  use for  general  corporate
purposes.

         Expenses we are expected to incur in connection with this  registration
are estimated at approximately  $150,000.  The selling stockholders will pay all
of their underwriting commissions and discounts and counsel fees and expenses in
connection with the resale of the shares covered by this prospectus.


                            DESCRIPTION OF SECURITIES

Description of Common Stock

         Number  of  Authorized  and  Outstanding  Shares.  Our  Certificate  of
Incorporation  authorizes  the issuance of  50,000,000  shares of common  stock,
$.001 par value per  share,  of which  19,091,535  shares  were  outstanding  on
January 6, 2003.  All of the  outstanding  shares of common stock are fully paid
and non-assessable.

         Voting  Rights.  Holders of shares of common  stock are entitled to one
vote for each share on all matters to be voted on by the  stockholders.  Holders
of common stock have no cumulative voting rights. Accordingly,  the holders of a
simple  majority  of the  outstanding  common  stock  and  Series A  convertible
preferred stock, voting together as a class at a shareholders meeting at which a
quorum is present,  can elect all of the directors nominated for election at the
meeting.

         Other.  Holders of common stock have no  preemptive  rights to purchase
our common stock.  There are no conversion  rights or redemption or sinking fund
provisions with respect to the common stock.

         Transfer  Agent.  Shares of common stock are registered at the transfer
agent and are  transferable  at such  office by the  registered  holder (or duly
authorized  attorney) upon surrender of the common stock  certificate,  properly
endorsed.  No transfer  shall be registered  unless we are  satisfied  that such
transfer  will not  result in a  violation  of any  applicable  federal or state
securities  laws.  The transfer  agent for our common stock is Liberty  Transfer
Company, 274B New York Avenue,  Huntington,  New York 11743, Attention: Ms. Lisa
Conger.

Description of Preferred Stock

         Number  of  Authorized   Shares.   Our  certificate  of   incorporation
authorizes the issuance of up to 10,000,000 shares of preferred stock, par value
$.001 per share, in one or more series with such limitations and restrictions as
may be  determined in the sole  discretion  of our board of  directors,  with no
further  authorization  by  stockholders  required for the creation and issuance
thereof.

         We have designated  5,920,000 shares of our preferred stock as Series A
convertible   preferred  stock,  of  which  5,440,000  shares  were  issued  and
outstanding  as of  January  6, 2004.  The  holders of the Series A  convertible
preferred stock vote as a single class with the common stock, on an as-converted
basis, on all matters upon which the holders of the common stock are entitled to
vote.  Each  outstanding  share of  Series A  convertible  preferred  stock  may
currently be converted into two shares of common stock, at the conversion  price
of $1.50 per share. The shares of Series A convertible  preferred stock shall be
automatically convertible into


                                      -11-



shares of common  stock if the market  price of the common  stock after one year
from the date of issuance is $10.00 or more for 30 consecutive  trading days and
the trading volume is at least 150,000 shares per trading day during such 30-day
period.  Holders of Series A  convertible  preferred  stock  have a  liquidation
preference  over  holders  of common  stock of $3.00 per  share.  Holders of the
Series A convertible preferred stock are entitled to an annual 8% dividend which
may be paid in cash or additional shares of common stock in our sole discretion.

Warrants

         As of January 6, 2004, there were  outstanding  warrants to purchase an
aggregate of 8,899,999 shares of our common stock, exercisable at prices ranging
from $1.25 to $2.33 per share.

Stock Options

         As of January 6, 2004,  there were  outstanding  options to purchase an
aggregate of 5,269,544 shares of our common stock, exercisable at prices ranging
from $0.735 to $3.53 per share, of which,  options to purchase  4,396,210 shares
were exercisable.


                                      -12-



                              SELLING STOCKHOLDERS

         As discussed elsewhere in this prospectus, the selling shareholders are
individuals or entities who or which either hold shares of our common stock or
may acquire the same upon the conversion of preferred shares or upon the
exercise of certain options or warrants and, as discussed under the caption
"Plan of Distribution" below, may include certain of their pledgees, donees,
transferees or other successors-in-interest who receive shares as a gift,
pledge, partnership distribution or other non-sale related transfer. The
following table sets forth, as of the date of this prospectus:

         o  the name of each selling shareholder;

         o  the number of shares of common stock beneficially owned by each
            selling shareholder;

         o  the number of shares of common stock that may be sold in this
            offering; and

         o  the number and percentage of shares of common stock that will be
            beneficially owned by each selling shareholder following the
            offering to which this prospectus relates.

         The information with respect to ownership after the offering assumes
the sale of all of the shares offered and no purchases of additional shares. The
selling shareholders may offer all or part of the shares covered by this
prospectus at any time or from time to time.

         For purposes of the table below, the number of shares "beneficially
owned" are those beneficially owned as determined under the rules of the SEC.
Such information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as to
which a person has sole or shared voting power or investment power and any
shares for which the person has the right to acquire such power within 60 days
through the exercise of any option, warrant or right, through conversion of any
security or pursuant to the automatic termination of a power of attorney or
revocation of a trust, discretionary account or similar arrangement. Percentages
in the table below are based on 19,091,535 shares of our common stock
outstanding as of January 6, 2004.






                                                         Shares                   Number of Shares                Shares
                                                     Owned Prior to                  Which May be               Owned After
                                                      the Offering                     Sold in                  the Offering
                                                      ------------                     -------                  ------------

Name                                            Number             Percent         This Offering          Number            Percent
                                                ------             -------         -------------          ------            -------

                                                                                                             
Perseus-Soros                                 9,000,000            32.60            9,000,000              --               --
BioPharmaceutical Fund, LP (1)
Caduceus Private Investments,
LP(2)                                         2,009,892             9.75            2,009,892              --               --
OrbiMed Associates LLC (2)                       41,835                *               41,835              --               --
PW Juniper Crossover Fund,
L.L.C.(2)                                       948,273             4.85              948,273              --               --
Special Situations Private
Equity Fund, L.P. (3)                           250,000             1.33              250,000              --               --
Xmark Fund, L.P. (4)                            144,999                *              144,999              --               --
Xmark Fund, Ltd. (5)                            354,999             1.87              354,999              --               --
SDS Merchant Fund, LP (6)                       380,001             2.61              380,001              --               --
Orion Biomedical Offshore
Fund, LP (7)                                    133,875                *              133,875              --               --
Orion Biomedical Fund, LP (8)                   616,125             3.20              616,125              --               --
Beaver Ltd. (9)                                  75,000                *               75,000              --               --
CKH Invest Aps. (10)                             50,001                *               50,001              --               --
Merlin Biomed Private Equity
Fund LP (11)                                  1,000,002             5.10            1,000,002              --               --
Palladin Opportunity Fund LLC(12)               166,666                *              166,666              --               --
DWS Investment GmbH (13)                      1,299,999             6.53            1,299,999              --               --
Michael Sistenich (14)                          125,001                *              125,001              --               --
Global Biotechnology Fund (15)                  199,998             1.06              199,998              --               --
Oklahoma Medical Research
Foundation (16)                                 300,000             1.39              300,000              --               --
Christopher B. Wood (17)                      3,805,258            18.10            3,638,592              --               --
Julie Wood (17)                                 318,750             1.71              318,750              --               --
Stuart Smith (18)                               700,000             3.66              700,000              --               --
Thomas Nelson (19)                              287,523             1.06              287,523              --               --
Kevin Leech (20)                              1,900,000             9.94              500,000           1,400,000            7.52
Bioaccelerate, Inc. (21)                      1,227,272             6.42              500,000            727,272             3.91
Sterling Securities Ltd. (21)                    74,045                *               74,045              --               --
Carpe DM, Inc. (21)                              59,058                *               59,058              --               --
Michelle Tidball (21)                           254,114             1.37              254,114              --               --
Weil Consulting Corporation (21)                 75,000                *               75,000              --               --
Kingsley Securities Ltd.  (21)                  124,544                *              124,544              --               --
Fontenelle LLC  (21)                             50,000                *               50,000              --               --



                                      -13-







                                                         Shares                   Number of Shares                Shares
                                                     Owned Prior to                  Which May be               Owned After
                                                      the Offering                     Sold in                  the Offering
                                                      ------------                     -------                  ------------

Name                                            Number             Percent         This Offering          Number            Percent
                                                ------             -------         -------------          ------            -------

                                                                                                             
Jano Holdings, Ltd. (22)                        250,000             1.33              250,000              --               --
George Margetts (23)                            100,000                *              100,000              --               --
Nagy Habib (24)                                  50,000                *               50,000              --               --
NAB Holdings Ltd. (21) (25)                     478,247             2.55              478,247              --               --
SCO Capital Partners LLC (26), (28)           7,009,946            37.67            7,009,946              --               --
SCO Financial Group LLC (26), (28)              100,000                *              100,000              --               --
Daniel DiPietro (30)                             50,000                *               50,000            __--               --
Jeremy Kaplan                                    10,000                *               10,000              --               --
Joshua Golumb                                    10,000                *               10,000              --               --
The Sophie C. Rouhandeh Trust(26)               150,000                *              150,000              --               --
The Chloe H. Rouhandeh Trust (26)               150,000                *              150,000              --               --
Jeffrey B. Davis (27), (28), (30)               749,243             3.97              749,243              --               --
David Berstein (28)                             269,200             1.45              269,200              --               --
Eugene Zurlo (28)                               282,900             1.52              282,900              --               --
Robert J. Donohoe (28)                          282,400             1.52              282,400              --               --
Al-Midani Investment Company Limited (28)        14,629                *               14,629              --               --
Community Investment Partners (28)                2,560                *                2,560              --               --
Oakwood Investors I, LLC (28)                    10,240                *               10,240              --               --
Gutrafin, Ltd. (28)                              14,629                *               14,629              --               --
Edward W. Kelly (28), (29)                      356,013             1.89              356,013              --               --


Total                                        36,309,677                            34,015,739


* Represents less than 1% of our outst anding shares of common stock.

    (1)  Includes 3,000,000 shares of Seri es A Preferred Stock currently
         convertible into 6,000,000 shares of co mmon stock at a conversion
         price of $1.50 and a warrant to purchase 3, 000,000 shares of common
         stock exercisable at $2.00 per share for fi ve years from May 8, 2002.
         Based upon information contained in it s report on Schedule 13D filed
         with the Commission on May 20, 2002, P erseus-Soros BioPharmaceutical
         Fund, L.P. reported that Perseus-Sor os BioPharmaceutical Fund, L.P.
         and Perseus-Soros Partners may be deemed to have sole power to direct
         the voting and disposition of t he 9,000,000 shares of common stock. By
         virtue of the relationshi ps between and among Perseus-Soros
         BioPharmaceutical Fund, L.P ., Perseus-Soros Partners, LLC, Perseus
         BioTech Fund Partners, LLC, SFM Participation, L.P., SFM AH, Inc.,
         Frank H. Pearl, George Soros , Soros Fund Management LLC, Perseus EC,
         LLC, Perseuspur, LLC, each of such Perseus entities, other than
         Perseus-Soros BioPharmaceutical Fund, L.P. and Perseus-Soros Partners,
         may be deemed to share the power to direct the voting and disposition
         of the 9,000,000 shares of common stock. After the company's May 2002
         financing, Perseus-Soros named two individuals to the company's board
         of directors.

    (2)  Includes 669,964 shares of Series A Preferred Stock currently
         convertible into 1,339,928 shares of common stock at a conversion price
         of $1.50 and a warrant to purchase 669,964 shares of common stock
         exercisable at $2.00 per share for five years from May 16, 2002, both
         of which are held by Caduceus Private Investments, LP; 13,945 shares of
         Series A Preferred Stock currently convertible into 27,980 shares of
         common stock at a conversion price of $1.50 and a warrant to purchase
         13,945 shares of common stock exercisable at $2.00 per share for five
         years from May 16, 2002, both of which are held by OrbiMed Associates
         LLC; and 316,091 shares of Series A Preferred Stock currently
         convertible into 632,182 shares of common stock at a conversion price
         of $1.50 and a warrant to purchase 316,091 shares of common stock
         exercisable at $2.00 per share for five years from May 16, 2002, both
         of which are held by PW Juniper Crossover Fund, L.L.C. Based upon
         information contained in its report on Schedule 13G filed with the
         Commission on June 21, 2002, OrbiMed Advisors Inc., OrbiMed Advisors
         LLC, OrbiMed Capital LLC and Samuel D. Isaly reported that they share
         the power to direct the voting and disposition of the 3,000,000 shares
         of common stock.

    (3)  Warrant to purchase 250,000 shares of common stock exercisable at $2.00
         per share for five years from May 8, 2002.


                                      -14-



    (4)  Includes   48,333  shares  of  Series  A  Preferred   Stock   currently
         convertible into 96,666 shares of common stock at a conversion price of
         $1.50  and  a  warrant  to  purchase  48,333  shares  of  common  stock
         exercisable at $2.00 per share for five years from May 8, 2002.

    (5)  Includes   118,333  shares  of  Series  A  Preferred   Stock  currently
         convertible  into 236,666 shares of common stock at a conversion  price
         of $1.50 and a  warrant  to  purchase  118,333  shares of common  stock
         exercisable at $3.00 per share for five years from May 8, 2002.

    (6)  Includes   106,667  shares  of  Series  A  Preferred   Stock  currently
         convertible  into 213,334 shares of common stock at a conversion  price
         of $1.50 and a  warrant  to  purchase  166,667  shares of common  stock
         exercisable at $2.00 per share for five years from May 8, 2002.

    (7)  Includes   44,625  shares  of  Series  A  Preferred   Stock   currently
         convertible into 89,250 shares of common stock at a conversion price of
         $1.50  and  a  warrant  to  purchase  44,625  shares  of  common  stock
         exercisable at $2.00 per share for five years from May 8, 2002.

    (8)  Includes   205,375  shares  of  Series  A  Preferred   Stock  currently
         convertible  into 410,750 shares of common stock at a conversion  price
         of $1.50 and a  warrant  to  purchase  205,375  shares of common  stock
         exercisable at $2.00 per share for five years from May 8, 2002.

    (9)  Includes   25,000  shares  of  Series  A  Preferred   Stock   currently
         convertible into 50,000 shares of common stock at a conversion price of
         $1.50  and  a  warrant  to  purchase  25,000  shares  of  common  stock
         exercisable at $2.00 per share for five years from May 16, 2002.

    (10) Includes   16,667  shares  of  Series  A  Preferred   Stock   currently
         convertible into 33,334 shares of common stock at a conversion price of
         $1.50  and  a  warrant  to  purchase  16,667  shares  of  common  stock
         exercisable at $2.00 per share for five years from May 14, 2002.

    (11) Includes 333,334 shares of Series A Preferred Stock currently
         convertible into 666,668 shares of common stock at a conversion price
         of $1.50 and a warrant to purchase 333,334 shares of common stock
         exercisable at $2.00 per share for five years from May 8, 2002. Based
         upon information contained in its report on Schedule 13G filed with the
         Commission on June 28, 2002, Merlin BioMed Private Equity Fund, L.P.
         reported that it shares the power to direct the voting and disposition
         of the 1,000,002 shares of common stock with Merlin BioMed Private
         Equity, LLC, its general partner and Dominique Semon, who is the sole
         managing member of the general partner.

    (12) Includes a warrant to purchase 166,666 shares of common stock
         exercisable at $2.00 per share for five years from May 8, 2002.

    (13) Includes 433,333 shares of Series A Preferred Stock currently
         convertible into 866,666 shares of common stock at a conversion price
         of $1.50 and a warrant to purchase 433,333 shares of common stock
         exercisable at $2.00 per share for five years from May 14, 2002.

    (14) Includes   41,667  shares  of  Series  A  Preferred   Stock   currently
         convertible into 83,334 shares of common stock at a conversion price of
         $1.50  and  a  warrant  to  purchase  41,667  shares  of  common  stock
         exercisable at $2.00 per share for five years from May 16, 2002.

    (15) Includes   66,666  shares  of  Series  A  Preferred   Stock   currently
         convertible  into 133,332 shares of common stock at a conversion  price
         of $1.50 and a  warrant  to  purchase  66,666  shares  of common  stock
         exercisable at $2.00 per share for five years from May 14, 2002.

    (16) Under the terms of an amendment to a license agreement with Oklahoma
         Medical Research Foundation, we issued 200,000 shares of common stock,
         100,000 of which were sold in October 2003, and a five-year warrant to
         purchase an additional 200,000 shares of common stock. Such warrant to
         purchase 200,000 shares of common stock is exercisable at $2.33 per
         share for five years from May 14, 2002.

    (17) Dr.Wood is Chairman and Chief Executive Officer of the Company.
         Includes 318,750 shares of common stock owned by Julie Wood, Dr. Wood's
         spouse, as to which Dr. Wood disclaims any beneficial interest,
         1,500,000 options which are exercisable at $1.25 for five years from
         April 30, 2001 and 166,666 options which are exercisable at $1.45 per
         share from December 31, 2003. Excludes 333,334 options which vest in
         equal installments on December 31, 2004 and December 31, 2005.


                                      -15-



    (18) Includes  options to acquire  500,000  shares of the common stock which
         are exercisable at $1.25 per share for five years from April 30, 2001.

    (19) Includes  options to acquire  200,000  shares of the common stock which
         are exercisable at $1.25 per share for five years from April 30, 2001.

    (20) These shares are owned of record by Phoenix Ventures Limited, a Channel
         Islands (Jersey) corporation, which, to our knowledge, is wholly-owned
         by Kevin Leech. These shares include 500,000 options which are
         exercisable at $1.25 per share for the benefit of Phoenix.

    (21) Bioaccelerate, Inc. is a BVI corporation, owned of record by several
         private investors and includes options to acquire 500,000 shares of the
         common stock which are exercisable at $1.25 per share for five years
         from April 30, 2001. On October 8, 2003, certain options originally
         issued to Bioaccelerate, Inc. were transferred as follows:

         (i)    NAB Holdings Ltd. received options to purchase 500,000 shares of
                common stock, 350,000 of which were transferred to Michelle
                Tidball on December 9, 2003;

         (ii)   Sterling Securities Ltd. received options to purchase 100,000
                shares of common stock;

         (iii)  Carpe DM, Inc. received options to purchase 80,000 shares of
                common stock;

         (iv)   Michelle Tidball received options to purchase 100,000 shares of
                common stock;

         (v)    Kingsley Securities Ltd. received options to purchase 124,544
                shares of common stock; and

         (vi)   Fontenelle LLC received options to purchase 50,000 shares of
                common stock, which it exercised in November 2003 for 50,000
                shares of common stock.

         Further, on November 25, 2003, the following recipients of such options
         executed a cashless exercise of such options and received the following
         shares of the Company's common stock:

         (i)    Sterling Securities Ltd. received 74,045 shares of common stock;

         (ii)   Carpe DM, Inc. received 59,058 shares of common stock; and

         (iii)  Michelle Tidball received 73,811 shares of common stock. On
                December 16, 2003, Ms. Tidball executed a cashless exercise of
                350,000 options transferred to her by NAB Holdings Inc. and
                received 255,303 shares of the Company's common stock, which
                includes 75,000 shares issued to Weil Consulting Corporation.

         Barbara Platts,  in her capacity as Managing Director of Bioaccelerate,
         Inc.,  has  investment  power and voting  power  with  respect to these
         shares, but disclaims any beneficial ownership thereof.

    (22) Includes  an  option  to  purchase   250,000  shares  of  common  stock
         exercisable at $1.25 per share for five years from August 8, 2001.

    (23) Includes  an  option  to  purchase   100,000  shares  of  common  stock
         exercisable at $1.25 per share for five years from April 30, 2001.

    (24) Includes  an  option  to  purchase   50,000   shares  of  common  stock
         exercisable at $1.25 per share for five years from April 30, 2001.

    (25) Includes  an  option  to  purchase   450,000  shares  of  common  stock
         exercisable  at $1.25 per share for five years from April 30, 2001.  On
         December  16, 2003,  NAB  Holdings  Ltd.  exercised  these  options and
         received  328,247  shares  of  common  stock  pursuant  to  a  cashless
         exercise.

    (26) Includes  a  warrant  to  purchase   100,000  shares  of  common  stock
         exercisable  at $1.25 per share issued to SCO  Financial  Group LLC for
         five years  from  November  16,  2001.  Excludes a warrant to  purchase
         70,000 shares of common stock  exercisable  at $1.50 per share for five
         years from May 8, 2002  originally  held by SCO Financial Group LLC but
         transferred  to  (i)  Daniel  DiPietro  (50,000);  (ii)  Jeremy  Kaplan
         (10,000);  and (iii) Joshua Golumb  (10,000).  SCO Financial  Group LLC
         serves as financial  advisor to the company.  SCO Capital  Partners LLC
         extended a $1 million  secured  credit  line to the company in November
         2001. SCO Securities LLC, a related  entity,  served as placement agent
         in the  company's  May 2002


                                      -16-



         private  placement  of Series A  Preferred  Stock.  After the  Pathagon
         acquisition, SCO Capital named one individual to the company's board of
         directors.  After the May 2002 financing, SCO named a second individual
         to the company's board of directors.

    (27) Includes  a  warrant  to  purchase   250,000  shares  of  common  stock
         exercisable  at $1.50 per share for five years  from May 8,  2002.  Mr.
         Davis is the President of SCO Financial  Group LLC, an affiliate of SCO
         Capital Partners LLC. Mr. Davis disclaims  beneficial  ownership of all
         shares  of  common  stock  deemed  beneficially  owned  by SCO  Capital
         Partners LLC.

    (28) Indicates the selling stockholder was a former stockholder of Pathagon.

    (29) Mr. Kelly has executed a consulting agreement with us pursuant to which
         we issued to him 200,000  shares of common  stock which  vested over an
         eighteen month period.

    (30) Indicates  the  selling  stockholder  is  a  current  employee  of  SCO
         Financial Group LLC.


                              PLAN OF DISTRIBUTION

         The shares covered by this prospectus may be offered and sold from time
to time by the selling stockholders.  The term "selling  stockholders"  includes
pledgees,  donees,  transferees or other  successors in interest  selling shares
received after the date of this  prospectus  from the selling  stockholders as a
pledge, gift,  partnership  distribution or other non-sale related transfer. The
number of shares beneficially owned by each selling stockholder will decrease as
and when it effects any such transfers. The plan of distribution for the selling
stockholders' shares sold hereunder will otherwise remain unchanged, except that
the  transferees,   pledgees,   donees  or  other  successors  will  be  selling
stockholders  hereunder.  To the extent required, we may amend and/or supplement
this prospectus from time to time to describe a specific plan of distribution.

         The  selling  stockholders  will  act  independently  of us  in  making
decisions with respect to the timing,  manner and size of each sale. The selling
stockholders may offer their shares from time to time pursuant to one or more of
the following methods:

         o        on the Amex or on any other market on which our common stock
                  may from time to time be trading;

         o        one or more block trades in which the broker or dealer so
                  engaged will attempt to sell the shares of common stock as
                  agent but may position and resell a portion of the block as
                  principal to facilitate the transaction;

         o        purchases by a broker or dealer as principal and resale by the
                  broker or dealer for its account pursuant to this prospectus;

         o        ordinary brokerage transactions and transactions in which the
                  broker solicits purchasers;

         o        in public or privately-negotiated transactions;

         o        through the writing of options on the shares;

         through underwriters, brokers or dealers (who may act as agents or
         principals) or directly to one or more purchasers;

         o        an exchange distribution in accordance with the rules of an
                  exchange;

         o        through agents;

         o        through market sales, both long or short, to the extent
                  permitted under the federal securities laws; or

         o        in any combination of these methods.

         The sale price to the public may be:

         o        the market price prevailing at the time of sale;

         o        a price related to the prevailing market price;

         o        at negotiated prices; or


                                      -17-



         o        any other prices as the selling stockholder may determine from
                  time to time.

         In connection with distributions of the shares or otherwise, the
         selling stockholders may

         o        enter into hedging transactions with broker-dealers or other
                  financial institutions, which may in turn engage in short
                  sales of the shares in the course of hedging the positions
                  they assume;

         o        sell the shares short and redeliver the shares to close out
                  such short positions;

         o        enter into option or other transactions with broker-dealers or
                  other financial institutions which require the delivery to
                  them of shares offered by this prospectus, which they may in
                  turn resell; and

         o        pledge shares to a broker-dealer or other financial
                  institution, which, upon a default, they may in turn resell.

         In addition to the  foregoing  methods,  the selling  stockholders  may
offer  their share from time to time in  transactions  involving  principals  or
brokers not otherwise  contemplated  above,  in a combination of such methods as
described above or any other lawful methods.

         Sales through  brokers may be made by any method of trading  authorized
by any stock  exchange  or market on which the  shares  may be listed or quoted,
including  block  trading  in  negotiated  transactions.  Without  limiting  the
foregoing,  such  brokers  may act as  dealers by  purchasing  any or all of the
shares covered by this prospectus,  either as agents for others or as principals
for their own accounts, and reselling such shares pursuant to this prospectus. A
selling stockholder may effect such transactions directly, or indirectly through
underwriters,  broker-  dealers or agents acting on their  behalf.  In effecting
sales,  brokers and dealers engaged by the selling  stockholders may arrange for
other brokers or dealers to participate.

         The shares may also be sold  pursuant to Rule 144 under the  securities
act,  which permits  limited resale of shares  purchased in a private  placement
subject  to the  satisfaction  of certain  conditions,  including,  among  other
things,  the availability of certain current public  information  concerning the
issuer, the resale occurring following the required holding period under 144 and
the  number of shares  during  any  three-month  period  not  exceeding  certain
limitations.  The selling stockholders have the sole and absolute discretion not
to accept any  purchase  offer or make any sale of their shares if they deem the
purchase price to be unsatisfactory at any particular time.

         The  selling  stockholders  or  their  respective   pledgees,   donees,
transferees or other  successors in interest,  may also sell the shares directly
to market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers.  These broker-dealers may receive compensation in
the form of discounts,  concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom these  broker-dealers may act as agents
or to whom they sell as principal or both, which compensation as to a particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk.  It is possible  that the selling  stockholders  will attempt to
sell  shares of common  stock in block  transactions  to market  makers or other
purchasers  at a price per share which may be below the then market  price.  The
selling stockholders cannot assure that all or any of the shares offered by this
prospectus  will be issued to, or sold by, the selling  stockholders  if they do
not exercise or convert the common stock  equivalents that they own. The selling
stockholders and any brokers,  dealers or agents, upon effecting the sale of any
of the shares offered by this prospectus,  may be deemed  "underwriters" as that
term is defined under the  securities  act or the exchange act, or the rules and
regulations  under those acts. In that event,  any  commissions  received by the
broker-dealers  or agents  and any  profit on the resale of the shares of common
stock  purchased  by  them  may be  deemed  to be  underwriting  commissions  or
discounts under the securities act.

         The selling  stockholders,  alternatively,  may sell all or any part of
the shares offered by this prospectus through an underwriter.  To our knowledge,
none  of the  selling  stockholders  have  entered  into  any  agreement  with a
prospective  underwriter  and there can be no assurance  that any such agreement
will be entered into. If the selling  stockholders  enter into such an agreement
or  agreements,  then we will set forth in a  post-effective  amendment  to this
prospectus the following information:

         o        the number of shares being offered;

         o        the terms of the offering, including the name of any selling
                  stockholder, underwriter, broker, dealer or agent;

         o        the purchase price paid by any underwriter;

         o        any discount, commission and other underwriter compensation;

         o        any discount, commission or concession allowed or reallowed or
                  paid to any dealer;


                                      -18-



         o        the proposed selling price to the public; and

         o        other facts material to the transaction.

         We will also file such agreement or agreements.  In addition, if we are
notified by the selling stockholders that a donee, pledgee,  transferee or other
successor-in-interest intends to sell more than 500 shares, a supplement to this
prospectus will be filed.

         The selling  stockholders  and any other persons  participating  in the
sale or distribution  of the shares will be subject to applicable  provisions of
the  exchange  act and  the  rules  and  regulations  under  the  exchange  act,
including,  without  limitation,  Regulation  M. These  provisions  may restrict
certain activities of, and limit the timing of purchases and sales of any of the
shares by, the selling stockholders or any other such person. Furthermore, under
Regulation M, persons  engaged in a  distribution  of securities  are prohibited
from simultaneously  engaging in market making and certain other activities with
respect  to the same  securities  for a  specified  period of time  prior to the
commencement of the distribution, subject to specified exceptions or exemptions.
All of these limitations may affect the marketability of the shares.

         We have agreed to pay all costs and  expenses  incurred  in  connection
with the registration of the shares offered by this prospectus,  except that the
selling  stockholder will be responsible for all selling  commissions,  transfer
taxes and related  charges in  connection  with the offer and sale of the shares
and the fees of the selling stockholder's counsel.

         We have agreed with the selling  stockholders to keep the  registration
statement of which this prospectus forms a part continuously effective until the
earlier  of the date that the  shares  covered  by this  prospectus  may be sold
pursuant  to Rule  144(k)  of the  securities  act and the date  that all of the
shares registered for sale under this prospectus have been sold.

         We  have  agreed  to  indemnify  the  selling  stockholders,  or  their
respective  transferees or assignees,  against  certain  liabilities,  including
liabilities  under the  securities  act, or to  contribute  to payments that the
selling stockholders or their respective pledgees,  donees, transferees or other
successors in interest, may be required to make in respect of those liabilities.


                                  LEGAL MATTERS

         The validity of the shares of common stock  offered by this  prospectus
and other legal  matters  relating to this  offering  will be passed on by Paul,
Hastings, Janofsky & Walker LLP, New York, New York.

                                     EXPERTS

         Our  auditors  are  Grant  Thornton  LLP.  Our  consolidated  financial
statements as at and for the year ended June 30, 2003 and June 30, 2002 included
in our  annual  report  on Form 10-KSB for the  year  ended  June  30,  2003 and
incorporated by reference herein,  have been incorporated by reference herein in
reliance upon the report of Grant Thornton LLP, independent  accountants,  given
on the authority of said firm as experts in accounting and auditing.


                       WHERE YOU CAN GET MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any materials we have
filed with the SEC at the SEC's public reference rooms. The SEC also maintains a
web site (http://www.sec.gov) that contains reports, proxy statements and other
information concerning us. Please call the SEC at 1-800-SEC-0330 for information
concerning the operations of the public reference rooms or visit the SEC at the
following locations:

             Public Reference Room            Midwest Regional Office
             450 Fifth Street                 Citicorp Center
             Room 1024                        500 West Madison Street
             Washington, D.C. 20549           Suite 1400
                                              Chicago, Illinois 60661-2511


         We have filed with the SEC a registration statement on Form S-3 under
the Securities Act to register the securities to be sold in this offering. This
prospectus, which is part of the registration statement, does not contain all of
the information set forth in the registration statement or the exhibits and
schedules to the registration statement. For further information regarding
Bioenvision and our securities, please refer to the registration statement and
the documents filed as exhibits to the registration statement.


                                      -19-



         The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information.

         The following documents, which have been filed with the SEC, are hereby
incorporated by reference:

    o    Our definitive proxy statement on Schedule 14A filed on December 15,
         2003 (File No. 001-31787);

    o    Our quarterly report on Form 10-QSB for the fiscal quarter ended
         September 30, 2003 filed on November 14, 2003 (File No. 001-31787);

    o    Our annual report on Form 10-KSB for the year ended June 30, 2003 filed
         on September 29, 2003 (File No. 001-31787);

         All other reports and documents subsequently filed by us with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
after the date of this prospectus and prior to the termination of the offering
are deemed incorporated by reference into this prospectus and a part hereof from
the date of filing of those documents. Any statement contained in any document
incorporated by reference shall be deemed to be modified or superseded for the
purposes of this prospectus to the extent that a statement contained in a later
document modifies or supersedes such statement. Any statements so modified or
superseded shall not be deemed to constitute a part of this prospectus, except
as modified or superseded.

         We will provide without charge to each person to whom this prospectus
is delivered, upon written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this prospectus (other than the exhibits to such documents).
Requests for such documents should be directed to Bioenvision Inc., 509 Madison
Avenue, Suite 404, New York, New York 10022, Attention: David P. Luci
(telephone: (212) 750-6660).

         We have not authorized any dealer, salesperson or other person to give
any information or represent anything not contained in this prospectus. You
should not rely on any unauthorized information. This prospectus does not offer
to sell or solicit an offer to buy any shares in any jurisdiction in which it is
unlawful. The information in this prospectus is current as of the date on the
cover.


                                      -20-



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and  Distribution.  The following sets forth
the estimated  expenses payable in connection with the preparation and filing of
this Registration:

*Printing and Engraving Expenses..........................           15,000
*Accounting Fees and Expenses.............................           18,000
*Legal Fees and Expenses..................................          100,000
*Blue Sky Fees and Expenses...............................            2,000
*Transfer Agent's and Registrar's Fees and Expenses.......            1,000
*Miscellaneous............................................           14,000
                                                                      -----
           *Total.........................................         $150,000
           ======                                                  ========

*  Estimated.

Item 15. Indemnification of Directors and Officers.

The  indemnification  of officers and directors of the Registrant is governed by
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
and the Certificate of Incorporation, as amended, and By-Laws of the Registrant.
Subsection  (a) of DGCL Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact  that the  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such  action,  suit or  proceeding  if the person acted in good faith and in the
manner  the  person  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  the  person's  conduct  was
unlawful.

Subsection  (b) of DGCL Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise  against  expenses  (including  attorneys'  fees) actually and
reasonably incurred by the person in a connection with the defense or settlement
of such  action or suit if the person  acted in good faith and in the manner the
person reasonably  believed to be in or not opposed to the best interests of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable to the corporation  unless and only to the extent that the Delaware Court
of  Chancery  or the  court in which  such  action  or suit  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

DGCL Section 145 further provides that to the extent that to a present or former
director or officer is successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim,  issue or matter therein,  such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred  by  such  person  in  connection  therewith.  In all  cases  in  which
indemnification is permitted under subsection (a) and (b) of Section 145 (unless
ordered by a court),  it shall be made by the corporation  only as authorized in
the specific case upon a determination  that  indemnification  of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because  the  applicable  standard  of  conduct  has been met by the party to be
indemnified.  Such determination must be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the directors who are no parties to such action, suit or proceeding, even though
less  than a quorum,  or (2) by a  committee  of such  directors  designated  by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such  directors,  or if such directors so direct,  by  independent  legal
counsel in a written opinion, or (4) by the stockholders. The statute authorizes
the corporation to pay expenses incurred by an officer or director in advance of
the final  disposition  of a proceeding  upon receipt of an undertaking by or on
behalf of the person to whom the advance will be made,  to repay the advances if
it shall  ultimately be determined that he was not entitled to  indemnification.
DGCL Section 145 also provides that  indemnification and advancement of expenses
permitted  thereunder are not to be exclusive of any other rights to which those
seeking  indemnification  or  advancement  of expenses may be entitled under any
By-law,   agreement,   vote  of  stockholders  or  disinterested  directors,  or
otherwise.  DGCL Section 145 also  authorizes  the  corporation  to purchase and
maintain


                                      II-1



liability insurance on behalf of its directors,  officers,  employees and agents
regardless  of  whether  the  corporation  would  have  the  statutory  power to
indemnify such persons against the liabilities insures.

Article  Seventh of the  Certificate  of  Incorporation  of the  Registrant,  as
amended (the  "Certificate"),  provides that no director of the Registrant shall
be personally  liable to the Registrant or its stockholders for monetary damages
for breach of  fiduciary  duty as a director  except for  liability  (i) for any
breach of the director's duty of loyalty to the Registrant or its  stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law,  (iii) under Section 174 of the DGCL
(involving  certain unlawful  dividends or stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

Pursuant to Section 145(g) of the DGCL, the  Registrant's  By-Laws,  as amended,
authorize the Registrant to obtain  insurance to protect  officers and directors
from certain liabilities,  including  liabilities against which the Registration
cannot indemnify its officers and directors.

In derivative actions, Bioenvision may only protect from liability its officers,
directors,  employees  and  agents  against  expenses  actually  and  reasonably
incurred in connection  with the defense or  settlement  of a suit,  and only if
they acted in good faith and in a manner they  reasonably  believed to be in, or
not opposed to, the best interests of the  corporation.  Indemnification  is not
permitted in the event that the director, officer, employee or agent is actually
adjudged liable to Bioenvision unless, and only to the extent that, the court in
which the action was brought so determines.

Bioenvision's  Certificate of Incorporation permits it to protect from liability
its directors  except in the event of: (1) any breach of the director's  duty of
loyalty to Bioenvision or its  stockholders;  (2) any act or failure to act that
is not in good faith or involves  intentional  misconduct or a knowing violation
of the law; (3)  liability  arising  under  Section 174 of the Delaware  General
Corporation Law, relating to unlawful stock purchases,  redemptions,  or payment
of dividends;  or (4) any transaction in which the director received an improper
personal benefit.


Item 16.  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)

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

  3.2(a)                 Amendment to Bylaws, effective April 30, 2002 (6)

     4.1                 Certificate of Designation (6)

     4.2                 Form of Warrant (6)

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

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


                                      II-2



    5.1*                 Opinion of Paul, Hastings, Janofsky & Walker, LLP

    10.1                 Pharmaceutical  Development Agreement, dated as of June
                         10, 2003,  by and between  Bioenvision,  Inc. and Ferro
                         Pfanstiehl Laboratories, Inc. (15)

    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. (15)

    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 (15)

    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)

   10.14                 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)

   10.15                 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)

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

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

   10.18                 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)


                                      II-3



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

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

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

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

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

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

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

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

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

    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 Grant Thornton LLP

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

    24.1                 Power of Attorney (appears on signature page)

* To be filed by amendment.
-----------------------

  (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.


                                      II-4



  (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.

 (15)  Incorporated  by reference and filed as an Exhibit to  Registrant's  Form
       10-KSB filed with the SEC on September 29, 2003.

Item 17. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)     To file, during any period in which offers or sales
                  are being made, a post-effective amendment to this
                  registration statement:

                          (i)     To include any prospectus required by section
                          10(a)(3) of the Securities Act of 1933, as amended.

                          (ii)    To reflect in the prospectus any facts or
                          events arising after the effective date of the
                          registration statement (or the most recent
                          post-effective amendment thereof) which, individually
                          or in the aggregate, represent a fundamental change in
                          the information set forth in the registration
                          statement. Notwithstanding the foregoing, any increase
                          or decrease in volume of securities offered (if the
                          total dollar value of securities offered would not
                          exceed that which was registered) and any deviation
                          from the low or high end of the estimated maximum
                          offering range may be reflected in the form of
                          prospectus filed with the Securities and Exchange
                          Commission pursuant to Rule 424(b), if, in the
                          aggregate, the changes in volume and price represent
                          not more than a 20% change in the maximum aggregate
                          offering price set forth in the "Calculation of
                          Registration Fee" table in the effective registration
                          statement.

                          (iii)   To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement.

                                Provided, however, that paragraphs (a)(1)(i) and
                                (a)(1)(ii) do not apply if the registration
                                statement is on Form S-3, Form S-8, or Form F-3,
                                and the information required to be included in a
                                post-effective amendment by those paragraphs is
                                contained in periodic reports filed by the
                                registrant pursuant to Section 13 or 15(d) of
                                the Securities Exchange Act of 1934 that are
                                incorporated by reference in the registration
                                statement.

                                (2) That, for the purpose of determining any
                                liability under the Securities Act of 1933, each
                                such post-effective amendment shall be deemed to
                                be a new registration statement relating to the
                                securities offered therein, and the offering of
                                such securities at that time shall be deemed to
                                be the initial bona fide offering thereof.


                                      II-5



                                (3) To remove from registration by means of a
                                post-effective amendment any of the securities
                                being registered which remain unsold at the
                                termination of this offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 (and, where applicable, each filing of an
                  employee benefit plan's annual report pursuant to Section
                  15(d) of the Securities Exchange Act of 1934) that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  or persons controlling the registrant pursuant to the
                  foregoing provisions, the registrant has been advised that in
                  the opinion of the Securities and Exchange Commission such
                  indemnification is against such public policy as expressed in
                  the Act and is, therefore, unenforceable. In the event that a
                  claim for indemnification against such liabilities (other than
                  the payment by the registrant of expanses incurred or paid by
                  a director, officer or controlling person of the registrant in
                  the successful defense if any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Act and will be governed by the final adjudication of such
                  issue.


                                      II-6



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing on Form S-3 and authorized this  Registration  Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 12th day of January, 2004.

                                BIOENVISION, INC.

                           By /s/ Christopher B. Wood
                           --------------------------
                           Christopher B. Wood, Chairman of the
                           Board and Chief Executive Officer


KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears below
constitutes  and  appoints  Christopher  B.  Wood as  his/her  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him/her and in his/her name, place and stead, in any and all capacities,  to
sign any and all amendments and  post-effective  amendments to this registration
statement,  and make such changes and additions to this  registration  statement
for the same offering that may be filed under Rule 462(b), and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto the attorney-in-fact and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary  to be done and  about the  premises,  as fully to all
intents and  purposes as he/she might or could do in person,  thereby  ratifying
and confirming all that the  attorney-in-fact and agent, or his/her substitutes,
may lawfully do or cause to be done by virtue thereof and the registrant  hereby
confers like authority on its behalf.

In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.





Signature                             Title                                        Date
---------                             -----                                        ----

                                                                             
/s/ Christopher B. Wood, M.D.         Chairman and Chief Executive Officer and     January 12, 2004
-----------------------------         Director
Christopher B. Wood, M.D.             (Principal Executive Officer)

/s/ David P. Luci                     Director of Finance, General Counsel and
-----------------                     Corporate Secretary                          January 12, 2004
David P. Luci                         (Principal Accounting Officer)


/s/ Thomas S. Nelson, C.A.            Director                                     January 12, 2004
--------------------------
Thomas S. Nelson, C.A.

/s/ Jeffrey B. Davis                  Director                                     January 12, 2004
--------------------
Jeffrey B. Davis

/s/ Andrew N. Schiff
--------------------
Andrew N. Schiff                      Director                                     January 12, 2004

/s/ Steven A. Elms                    Director                                     January 12, 2004
------------------
Steven A. Elms



                                      II-7



                                 EXHIBIT INDEX

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)

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

  3.2(a)                 Amendment to Bylaws, effective April 30, 2002 (6)

     4.1                 Certificate of Designation (6)

     4.2                 Form of Warrant (6)

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

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

    5.1*                 Opinion of Paul, Hastings, Janofsky & Walker, LLP

    10.1                 Pharmaceutical  Development Agreement, dated as of June
                         10, 2003,  by and between  Bioenvision,  Inc. and Ferro
                         Pfanstiehl Laboratories, Inc. (15)

    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. (15)

    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 (15)

    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)


                                      II-8



    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)

   10.14                 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)

   10.15                 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)

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

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

   10.18                 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)

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

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

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

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

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

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

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

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

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

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


                                      II-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 Grant Thornton LLP

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

    24.1                 Power of Attorney (appears on signature page)

* To be filed by amendment.
-----------------------

  (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.

 (15)  Incorporated  by reference and filed as an Exhibit to  Registrant's  Form
       10-KSB filed with the SEC on September 29, 2003.


                                     II-10