SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                         FORM 8-K

                      CURRENT REPORT


           PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934


             Date of Report:  February 1, 2002

                    Bioenvision, Inc.
     (Exact Name of Registrant as Specified in Charter)


      Delaware                 0-24875             11-3375915
(State of Incorporation) (Commission File Number) (IRS Employer
                                             Identification No.)


             Suite 1600 - One Rockefeller Plaza
                New York, New York 10020
     (Address of principal executive offices) (Zip Code)

                     (212) 445 6581
             (Registrant's telephone number)





Item 2.        Acquisition or Disposition of Assets

On February 1, 2002, Bioenvision, Inc. ("Bioenvision" or the
"Company") completed the previously announced acquisition of
Pathagon Inc. through the merger of Pathagon Inc. with and
into a wholly owned subsidiary of the Company.  In the merger,
the outstanding shares of Pathagon Inc. were converted into the
right to receive a pro-rata share of 7,000,000 shares of the
Company's Common Stock, which the Company had previously
contributed to its acquisition subsidiary.  Pathagon Inc.'s
principal products,  Oligon T and Methyene Blue, are at market.
The Company's objective in completing the transaction is to
enrich its portfolio of products.

SCO Capital Partners LLC, a private investment fund, and other
affiliates of the Company's investment bankers, SCO Financial
Group LLC, owned approximately 82% of Pathagon's common stock
prior to the merger.  In addition, the parties agreed that an
individual designated by the pre-merger directors of Pathagon
Inc. would join the Company's Board of Directors immediately.
Mr. Stuart Smith resigned from the Company's three-person Board
of Directors in order to create a vacancy to be filled by that
designee, and Mr. Jeffrey Davis, a President at SCO Financial
Group Inc., has joined the Board of Directors of the Company.
The parties also agreed that the Company would take action as
promptly as practicable to, among other things, amend its
Bylaws so that the size of the Company's Board of Directors could
be increased to at least five (5) persons) and another person
designated by the pre-merger directors of Pathagon Inc. would
then join the Company's Board of Directors and Mr. Stuart Smith
would then be reappointed to the Board of Directors to fill a
vacancy so created as well. At the same time, the Company's
management hopes to be able to seek authorization to increase the
amount of the Company's outstanding common stock and to create a
class of preferred stock in order to facilitate future sales of
the Company's securities to finance implementation of its
business strategy.

In connection with the closing of the acquisition of Pathagon
Inc., the Company also entered into Registration Rights
Agreements with the persons or entities, who were shareholders of
Pathagon Inc. prior to the merger of Pathagon Inc. into the
Company's wholly-owned subsidiary, to whom shares of the
Company's common stock were issued in connection with the merger,
covering those shares of common stock of the Company.  The
Company is required to prepare and file with the U.S. Securities
and Exchange Commission a registration statement on Form S-1 or
such other form as may then be available and appropriate for use
by the Company to register the offer and resale of those shares
upon the earlier to occur of (a) the date which is six (6) months
after February 1, 2002, or (b) the Company's preparation and
filing of a registration statement to register the offer and
resale of securities of the Company in connection with any other
financing.  Those shareholders also have certain demand
registration and piggyback registration rights.  However, each
shareholder party to the Registration Rights Agreement also
agreed not to dispose of any securities in a market transaction,
if so requested by the Company or any underwriters managing an
underwritten offering of the Company's securities, or any
regulatory authority, for 180 days from the effective date of
such registration with respect to the underwriter's request or
such longer period as requested by any such regulatory authority.

The foregoing is a summary of terms and conditions of the
Acquisition.  The complete terms and conditions of the
acquisition are set forth in the agreements, which are filed as
exhibits to this Report.


Item 7. Financial Statements and Exhibits.

     (a)  Financial Statements of Businesses Acquired---To be
filed by amendment within 75 days after February 1, 2002.

     (b)  Pro Forma Financial Information--- To be filed by
amendment within 75 days
after February 1, 2002.

     (c)  Exhibits

          Exhibit 2.2---Amended and Restated Agreement and Plan
          of Merger dated as of February 1, 2002 among
          Bioenvision, Inc., Bioenvision Acquisition Corp., and
          Pathagon Inc. -To be filed by amendment

          Exhibit 10.18----Registration Rights Agreement by and
          among Bioenvision, Inc. and the former shareholders of
          Pathagon Inc. party thereto- To be filed by amendment

          Exhibit 10.19---Stockholders Lock Up Agreement dated
          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 - To be filed
          by amendment






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Date:     February 12, 2002

BIOENVISION, INC.

By:  /s/ Christopher B. Wood, M.D.
Christopher B. Wood, M.D.
Chief Executive Officer