This Amendment No. 1 amends the Schedule 13D filed on June 8, 2007 (the “Original 13D”) by Lehman Brothers Holdings Inc., a Delaware corporation (“Holdings”), and Lehman Brothers Inc., a Delaware corporation (“LBI” and together with Holdings, the “Reporting Persons”) with respect to the Common Stock, $0.001 par value per share (the “Common Stock”), of Bioenvision, Inc., a Delaware corporation (“Bioenvision”).

Items 4 and 5 of the Original 13D are amended and supplemented as follows.

The Common Stock of Bioenvision was acquired in the ordinary course of business by LBI. The Original Schedule 13D was filed as a result of the May 29, 2007 (the “Event Date”) announcement by Bioenvision that it had entered into a merger agreement with Genzyme Corporation and its wholly-owned subsidiary, Wichita Bio Corporation (the “Offeror”), which parties are unrelated to the Reporting Persons, pursuant to which, among other things, the Offeror would commence a tender offer (the “Offer”) for all of the outstanding Common Stock and all of the outstanding Series A preferred stock of Bioenvision (which is convertible into Common Stock). Although the potential acquisition of control of Bioenvision involved parties unrelated to the Reporting Persons, as a result of this announcement and the Reporting Persons’ acquisition of Common Stock on the Event Date, the Reporting Persons could have been deemed, as of the Event Date, to hold the Common Stock with the effect of changing or influencing control of Bioenvision.

On October 22, 2007, Bioenvision’s stockholders approved the merger, and on October 23, 2007, the merger was consummated. Pursuant to the terms of the Agreement and Plan of Merger, each outstanding share of Common Stock has been cancelled and converted into the right to receive $5.60 in cash. As a result of the completion of the merger, Bioenvision has become a privately held company and the Reporting Persons cease to own any Common Stock.