SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                                 OXiGENE, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
        (State or other jurisdiction of incorporation or organization)

                                  13-3679168
                     (I.R.S. employer identification no.)

                      One Copley Place, Suite 602, Boston MA       02116
- ----------------------------------------------------------------------------
                   (Address of principal executive offices)         (Zip code)

                            1996 Stock Incentive Plan
                           (Full title of the plan)

                             Gerald A. Eppner, Esq.
                          Cadwalader, Wickersham & Taft
                                 100 Maiden Lane
                               New York, NY 10038
                     (Name and address of agent for service)

                                 (212) 504-6000
          (Telephone number, including area code, of agent for service)

 <TABLE>
                           CALCULATION OF REGISTRATION FEE
=======================================================================================
<CAPTION>
       Title of            Amount      Proposed maximum  Proposed maximum   Amount of
      securities            to be       offering price      aggregate      registration
   to be registered      registered      per share(1)    offering price(1)     fee
- ---------------------------------------------------------------------------------------
<S>                      <C>             <C>             <C>                <C>
Common Stock, par value
$.01 per share           1,260,419       $28.8125         $18,895,004        $4,989
=======================================================================================
</TABLE>

(1)   Of the shares being registered, 12,000 shares are being offered at $6.00
      per share, 16,000 shares are being offered at $8.50 per share, 186,804
      shares are being offered at $8.9375 per share, 8,000 shares are being
      offered at $9.00 per share, 2,000 shares are being offered at $9.438 per
      share, 184,431 shares are being offered at $10.00 per share, 58,500 shares
      are being offered at $10.25 per share, 55,569 shares are being offered at
      $10.50 per share, 45,000 shares are being offered at $12.00 per share,
      30,000 shares are being offered at $22.125 per share, and 100,000 shares
      are being offered at $28.8125 per share. In addition, 552,115 shares are
      to be offered at prices not presently determinable. Pursuant to Rule
      457(h), the offering price of such 552,115 shares is estimated solely for
      the purpose of determining the registration fee and is based on the
      average of the bid and asked prices of the Common Stock (approximately
      $17.625) quoted on The Nasdaq Stock Market, Inc. National Market on
      December 9, 1999.




<PAGE>



                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     The documents  containing  the  information  specified in this Item will be
sent or given to  employees  who have been  granted  awards under the 1996 Stock
Incentive  Plan,  as  amended  (the  "Plan"),  of  OXiGENE,   Inc.,  a  Delaware
corporation  (the  "Registrant"),  and are not being filed with, or included in,
this  Registration  Statement  on Form S-8  (the  "Registration  Statement")  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "Commission").

Item 2. Registrant Information and Employee Plan Annual Information

      The documents  containing the  information  specified in this Item will be
sent or given to employees  who have been granted  awards under the Plan and are
not being filed with, or included in, this Registration  Statement in accordance
with the rules and regulations of the Commission.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following  documents  filed by the Registrant  with the Commission are
incorporated herein by reference:

      (1) The Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998,  as amended by Form  10-K/A-1,  filed with the  Commission on
April 30, 1999.

      (2) The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.

      (3) The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999.

      (4) The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.

      (5) The Registrant's Current Report on Form 8-K, filed with the Commission
on February 17, 1999.

      (6) The Registrant's Current Report on Form 8-K, filed with the Commission
on October 6, 1999.

      (7) The Registrant's Current Report on Form 8-K, filed with the Commission
on December 8, 1999.

      (8) The  description  of the  shares of common  stock,  par value $.01 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A filed with the  Commission  on June 24, 1993 (File  Number  0-21990)
pursuant to Section  12(g) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange  Act"),  which  incorporates  by reference the description of the
shares of Common Stock contained in the Registration Statement on Form S-1 (File
Number 33-64968) filed by the Registrant on June 24, 1993 and declared effective
by the Commission on August 25, 1993, and any amendment or report filed with the
Commission for purposes of updating such description.

      All documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a  post-effective  amendment,  which indicates
that  all  securities  offered  have  been  sold or which  deregisters  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.




                                      2

<PAGE>



Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers

      Reference is made to Section 145 of the Delaware General  Corporation Law,
as amended (the "DGCL"),  which  provides  that a corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  legal  action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was serving
at the request of such  corporation  in such capacity of another  corporation or
business organization.  The indemnity may include expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such director,  officer,  employee or agent in connection  with such
action,  suit or  proceeding  if such person acted in good faith and in a manner
such person reasonably  believed to be in or not opposed to the best interest of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful.  A Delaware
corporation may indemnify officers and directors in an action by or in the right
of a corporation under the same conditions,  except that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him  against  the  expenses  that such  officer or
director actually and reasonably incurred.

      Reference is also made to Section  102(b)(7) of the DGCL,  which enables a
corporation  in its  certificate  of  incorporation  to  eliminate  or limit the
personal  liability  of a director  for  monetary  damages for  violations  of a
director's  fiduciary  duty,  except  for  liability  (i) for any  breach of the
director's duty of loyalty to the corporation 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  (providing  for
liability of  directors  for  unlawful  payment of  dividends or unlawful  stock
purchases or redemptions)  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

      Article Ninth of the  Registrant's  Restated  Certificate of Incorporation
and  Article  IX,  Section  3  of  the  Registrant's  By-laws  provide  for  the
elimination of personal  liability of a director for breach of fiduciary duty as
permitted  by Section  102(b)(7) of the DGCL,  and provide  that the  Registrant
indemnify its directors and officers to the full extent permitted by Section 145
of the DGCL.

Item 7. Exemption From Registration Claimed

      Not applicable.

Item 8. Exhibits

     4.2   OXiGENE, Inc. 1996 Stock Incentive Plan, as amended.



                                      3

<PAGE>



     4.3*   Restated Certificate of Incorporation as filed with the Secretary of
            State of the State of Delaware on April 27, 1993,  and as amended on
            June 22, 1995.

     4.4**  By-Laws, as amended through April 26, 1993.

     5      Opinion of  Cadwalader,  Wickersham & Taft regarding the legality of
            the securities being registered.

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent  of   Cadwalader,   Wickersham  &  Taft  (included  in,  and
            incorporated by reference to, Exhibit 5 hereto).

      *     Included in, and  incorporated by reference to, the IPO Registration
            Statement  and the  Company's  Annual  Report  on Form  10-K for the
            fiscal year ended December 31, 1995, as amended by Form 10-K/A-1, as
            filed with the Commission on April 30, 1996.


      **    Included  in,  and   incorporated  by  reference  to,   Registrant's
            Registration Statement on Form S-1 (File Number 33-64968) filed with
            the Commission on June 24, 1993 and declared effective on August 25,
            1993 (the "IPO Registration Statement").

Item 9. Undertakings.

      The 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 to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933 ("Securities  Act"), 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.

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

      (4)  That, for purposes of determining  any liability under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act of 1934) that is  incorporated by reference in this  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.

      (5)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the


                                      4

<PAGE>



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 Securities  Act and will be governed by the final  adjudication
of such issue.



                                      5

<PAGE>



                                  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-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stockholm,  Sweden or in the City of New York, State
of New York, on this 13th day of December 1999.

                                    OXiGENE, INC.



                                    By: /s/ Bjorn Nordenvall
                                        ------------------------------------
                                        Bjorn Nordenvall
                                        President and Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 13, 1999.


           Signature                    Title


/s/ Bjorn Nordenvall          President, Chief Executive Officer
-----------------------       and Director (principal executive
    Bjorn Nordenvall          officer)



/s/ Bo Haglund                Chief Financial Officer
-----------------------
    Bo Haglund



                              Director
-----------------------
    Marvin H. Caruthers




/s/ Michael Ionata            Director
----------------------
    Michael Ionata






<PAGE>






/s/ Arthur Laffer             Director
-----------------------
   Arthur Laffer



                              Director
-----------------------
    Ronald W. Pero



                              Director
-----------------------
    Per-Olof Soderberg



/s/ Gerald A. Eppner          Director
-----------------------
    Gerald A. Eppner






<PAGE>


                                 EXHIBIT INDEX

Exhibit No.  Description of Exhibit                                Page Number

     4.2    OXiGENE, Inc. 1996 Stock Incentive Plan, as amended.

     4.3*   Restated Certificate of Incorporation as filed with the Secretary of
            State of the State of Delaware on April 27, 1993,  and as amended on
            June 22, 1995.

     4.4**  By-Laws, as amended through April 26, 1993.

     5      Opinion of  Cadwalader,  Wickersham & Taft regarding the legality of
            the securities being registered.

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent  of   Cadwalader,   Wickersham  &  Taft  (included  in,  and
            incorporated by reference to, Exhibit 5 hereto).

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

    *       Included in, and  incorporated by reference to, the IPO Registration
            Statement  and the  Company's  Annual  Report  on Form  10-K for the
            fiscal year ended December 31, 1995, as amended by Form 10-K/A-1, as
            filed with the Commission on April 30, 1996.

    **      Included  in, and  incorporated  by reference  to, the  Registrant's
            Registration Statement on Form S-1 (File Number 33-64968) filed with
            the Commission on June 24, 1993 and delared  effective on August 25,
            1993 (the "IPO Registration Statement").
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17792}]
{"company-data": {"conformed-name": "OXIGENE INC", "cik": "0000908259", "assigned-sic": "2836", "irs-number": "133679168", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92747", "film-number": "99774498"}, "business-address": {"street1": "ONE COPLEY PLACE", "street2": "SUITE 602", "city": "BOSTON", "state": "MA", "zip": "02116", "phone": "2124310001"}, "mail-address": {"street1": "ONE COPLEY PLACE, SUITE 602", "city": "BOSTON", "state": "MA", "zip": "02116"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                                 OXiGENE, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
        (State or other jurisdiction of incorporation or organization)

                                  13-3679168
                     (I.R.S. employer identification no.)

                      One Copley Place, Suite 602, Boston MA       02116
- ----------------------------------------------------------------------------
                   (Address of principal executive offices)         (Zip code)

                            1996 Stock Incentive Plan
                           (Full title of the plan)

                             Gerald A. Eppner, Esq.
                          Cadwalader, Wickersham & Taft
                                 100 Maiden Lane
                               New York, NY 10038
                     (Name and address of agent for service)

                                 (212) 504-6000
          (Telephone number, including area code, of agent for service)

 
                           CALCULATION OF REGISTRATION FEE
=======================================================================================
Title of            Amount      Proposed maximum  Proposed maximum   Amount of
      securities            to be       offering price      aggregate      registration
   to be registered      registered      per share(1)    offering price(1)     fee
- ---------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share           1,260,419       $28.8125         $18,895,004        $4,989
=======================================================================================
(1)   Of the shares being registered, 12,000 shares are being offered at $6.00
      per share, 16,000 shares are being offered at $8.50 per share, 186,804
      shares are being offered at $8.9375 per share, 8,000 shares are being
      offered at $9.00 per share, 2,000 shares are being offered at $9.438 per
      share, 184,431 shares are being offered at $10.00 per share, 58,500 shares
      are being offered at $10.25 per share, 55,569 shares are being offered at
      $10.50 per share, 45,000 shares are being offered at $12.00 per share,
      30,000 shares are being offered at $22.125 per share, and 100,000 shares
      are being offered at $28.8125 per share. In addition, 552,115 shares are
      to be offered at prices not presently determinable. Pursuant to Rule
      457(h), the offering price of such 552,115 shares is estimated solely for
      the purpose of determining the registration fee and is based on the
      average of the bid and asked prices of the Common Stock (approximately
      $17.625) quoted on The Nasdaq Stock Market, Inc. National Market on
      December 9, 1999.
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

     The documents  containing  the  information  specified in this Item will be
sent or given to  employees  who have been  granted  awards under the 1996 Stock
Incentive  Plan,  as  amended  (the  "Plan"),  of  OXiGENE,   Inc.,  a  Delaware
corporation  (the  "Registrant"),  and are not being filed with, or included in,
this  Registration  Statement  on Form S-8  (the  "Registration  Statement")  in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission (the "Commission").

Item 2. Registrant Information and Employee Plan Annual Information

      The documents  containing the  information  specified in this Item will be
sent or given to employees  who have been granted  awards under the Plan and are
not being filed with, or included in, this Registration  Statement in accordance
with the rules and regulations of the Commission.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

      The following  documents  filed by the Registrant  with the Commission are
incorporated herein by reference:

      (1) The Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998,  as amended by Form  10-K/A-1,  filed with the  Commission on
April 30, 1999.

      (2) The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.

      (3) The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999.

      (4) The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.

      (5) The Registrant's Current Report on Form 8-K, filed with the Commission
on February 17, 1999.

      (6) The Registrant's Current Report on Form 8-K, filed with the Commission
on October 6, 1999.

      (7) The Registrant's Current Report on Form 8-K, filed with the Commission
on December 8, 1999.

      (8) The  description  of the  shares of common  stock,  par value $.01 per
share (the "Common Stock"), contained in the Registrant's Registration Statement
on Form 8-A filed with the  Commission  on June 24, 1993 (File  Number  0-21990)
pursuant to Section  12(g) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange  Act"),  which  incorporates  by reference the description of the
shares of Common Stock contained in the Registration Statement on Form S-1 (File
Number 33-64968) filed by the Registrant on June 24, 1993 and declared effective
by the Commission on August 25, 1993, and any amendment or report filed with the
Commission for purposes of updating such description.

      All documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a  post-effective  amendment,  which indicates
that  all  securities  offered  have  been  sold or which  deregisters  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                      2
Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers

      Reference is made to Section 145 of the Delaware General  Corporation Law,
as amended (the "DGCL"),  which  provides  that a corporation  may indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  legal  action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is or was
a director, officer, employee or agent of such corporation, or is or was serving
at the request of such  corporation  in such capacity of another  corporation or
business organization.  The indemnity may include expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such director,  officer,  employee or agent in connection  with such
action,  suit or  proceeding  if such person acted in good faith and in a manner
such person reasonably  believed to be in or not opposed to the best interest of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful.  A Delaware
corporation may indemnify officers and directors in an action by or in the right
of a corporation under the same conditions,  except that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him  against  the  expenses  that such  officer or
director actually and reasonably incurred.

      Reference is also made to Section  102(b)(7) of the DGCL,  which enables a
corporation  in its  certificate  of  incorporation  to  eliminate  or limit the
personal  liability  of a director  for  monetary  damages for  violations  of a
director's  fiduciary  duty,  except  for  liability  (i) for any  breach of the
director's duty of loyalty to the corporation 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  (providing  for
liability of  directors  for  unlawful  payment of  dividends or unlawful  stock
purchases or redemptions)  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

      Article Ninth of the  Registrant's  Restated  Certificate of Incorporation
and  Article  IX,  Section  3  of  the  Registrant's  By-laws  provide  for  the
elimination of personal  liability of a director for breach of fiduciary duty as
permitted  by Section  102(b)(7) of the DGCL,  and provide  that the  Registrant
indemnify its directors and officers to the full extent permitted by Section 145
of the DGCL.

Item 7. Exemption From Registration Claimed

      Not applicable.

Item 8. Exhibits

     4.2   OXiGENE, Inc. 1996 Stock Incentive Plan, as amended.

                                      3
4.3*   Restated Certificate of Incorporation as filed with the Secretary of
            State of the State of Delaware on April 27, 1993,  and as amended on
            June 22, 1995.

     4.4**  By-Laws, as amended through April 26, 1993.

     5      Opinion of  Cadwalader,  Wickersham & Taft regarding the legality of
            the securities being registered.

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent  of   Cadwalader,   Wickersham  &  Taft  (included  in,  and
            incorporated by reference to, Exhibit 5 hereto).

      *     Included in, and  incorporated by reference to, the IPO Registration
            Statement  and the  Company's  Annual  Report  on Form  10-K for the
            fiscal year ended December 31, 1995, as amended by Form 10-K/A-1, as
            filed with the Commission on April 30, 1996.

      **    Included  in,  and   incorporated  by  reference  to,   Registrant's
            Registration Statement on Form S-1 (File Number 33-64968) filed with
            the Commission on June 24, 1993 and declared effective on August 25,
            1993 (the "IPO Registration Statement").

Item 9. Undertakings.

      The 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 to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act of 1933 ("Securities  Act"), 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.

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

      (4)  That, for purposes of determining  any liability under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act of 1934) that is  incorporated by reference in this  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.

      (5)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the payment by  Registrant  of expenses
incurred or paid by a director,  officer or controlling  person of Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the

                                      4
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 Securities  Act and will be governed by the final  adjudication
of such issue.

                                      5
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-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Stockholm,  Sweden or in the City of New York, State
of New York, on this 13th day of December 1999.

                                    OXiGENE, INC.

                                    By: /s/ Bjorn Nordenvall
                                        ------------------------------------
                                        Bjorn Nordenvall
                                        President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 13, 1999.

           Signature                    Title

/s/ Bjorn Nordenvall          President, Chief Executive Officer
-----------------------       and Director (principal executive
    Bjorn Nordenvall          officer)

/s/ Bo Haglund                Chief Financial Officer
-----------------------
    Bo Haglund

                              Director
-----------------------
    Marvin H. Caruthers

/s/ Michael Ionata            Director
----------------------
    Michael Ionata
/s/ Arthur Laffer             Director
-----------------------
   Arthur Laffer

                              Director
-----------------------
    Ronald W. Pero

                              Director
-----------------------
    Per-Olof Soderberg

/s/ Gerald A. Eppner          Director
-----------------------
    Gerald A. Eppner
EXHIBIT INDEX

Exhibit No.  Description of Exhibit                                Page Number

     4.2    OXiGENE, Inc. 1996 Stock Incentive Plan, as amended.

     4.3*   Restated Certificate of Incorporation as filed with the Secretary of
            State of the State of Delaware on April 27, 1993,  and as amended on
            June 22, 1995.

     4.4**  By-Laws, as amended through April 26, 1993.

     5      Opinion of  Cadwalader,  Wickersham & Taft regarding the legality of
            the securities being registered.

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent  of   Cadwalader,   Wickersham  &  Taft  (included  in,  and
            incorporated by reference to, Exhibit 5 hereto).

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

    *       Included in, and  incorporated by reference to, the IPO Registration
            Statement  and the  Company's  Annual  Report  on Form  10-K for the
            fiscal year ended December 31, 1995, as amended by Form 10-K/A-1, as
            filed with the Commission on April 30, 1996.

    **      Included  in, and  incorporated  by reference  to, the  Registrant's
            Registration Statement on Form S-1 (File Number 33-64968) filed with
            the Commission on June 24, 1993 and delared  effective on August 25,
            1993 (the "IPO Registration Statement").