<PAGE>
 
As filed with the Securities and Exchange Commission on September 4, 1998


                                               REGISTRATION NO. 333-____________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            V.I. TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE> 
<S>                                               <C> 
                   DELAWARE                                    11-3238476
(State or other jurisdiction of incorporation)    (I.R.S. Employer Identification No.)
</TABLE> 


                   155 DURYEA ROAD, MELVILLE, NEW YORK 11747
             (Address of registrant's principal executive offices)

                        1998 DIRECTOR STOCK OPTION PLAN
                           (Full Title of the Plan)


              JOHN R. BARR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            V.I. Technologies, Inc.
                                155 Duryea Road
                            Melville, New York 11747
                                 (516) 752-7314
           (Name, address and telephone number of agent for service)

                                with copies to:

                           STEVEN N. FARBER, ESQUIRE
                          MARC A. RUBENSTEIN, ESQUIRE
                               Palmer & Dodge LLP
                               One Beacon Street
                          Boston, Massachusetts 02108
                                 (617) 573-0100


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> 
------------------------------------------------------------------------------------------------------------------------------------

                                                             Proposed maximum        Proposed maximum     
Title of each class of securities to       Amount to be      offering price per      aggregate offering      Amount of      
           be registered                    registered             Share                   Price             registration fee 
------------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>                <C>                     <C>                     <C>
Common Stock, $0.01 par value             89,445 shares           $11.75(1)                $1,050,979(1)           $310
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee and
     computed pursuant to Rule 457(h) based upon the average of the high and low
     sale prices on August 28, 1998 as reported by the Nasdaq National Market.
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
------------------------------------------------ 

  The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

  (a) The Registrant's Final Prospectus filed with the Commission on June 11,
      1998 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as
      amended.

  (b) All other reports of the Registrant filed pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), since the end of the last fiscal year covered by the Final
      Prospectus referred to in (a) above.

  (c) The description of the Registrant's Common Stock contained in its
      Registration Statement on Form 8-A filed with the Commission on May 13,
      1998, including any amendment or report filed hereafter for the purpose of
      updating such description.

  All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

Item 4.  Description of Securities.
-----------------------------------

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

  The validity of the Common Stock offered hereby will be passed upon for the
Registrant by Palmer & Dodge LLP, Boston, Massachusetts.

Item 6. Indemnification of Directors and Officers.
--------------------------------------------------

  Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that directors of the Registrant will not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, whether or not an individual continues to be a director at the
time such liability is asserted, 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derives an
improper personal benefit.

  Article TENTH of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as amended from time to time,
indemnify each 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, by reason of
the fact that he is or was, or has agreed to become a director or officer of the
Registrant, or is or was serving, or has agreed to serve, at the request of the
Registrant as a director, officer or trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust or other enterprise.  The
indemnification provided for
<PAGE>
 
in Article TENTH is expressly not exclusive of any other rights to which those
seeking indemnification may be entitled under any law, agreement or vote of
stockholders or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors and administrators of such persons. Article
TENTH further permits the Board of Directors to authorize the grant of
indemnification rights to other employees and agents of the Registrant and such
rights may be equivalent to, or greater or less than, those set forth in Article
TENTH.

  Section 145 of the Delaware General Corporation Law grants the Registrant the
power to indemnify each 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 by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant, or
is or was serving at the request of the Registrant 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 him in
connection with any action, suit or proceeding if (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Registrant and (ii) with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful, provided, however,
no indemnification shall be made in connection with any proceeding brought by or
in the right of the Registrant where the person involved is adjudged to be
liable to the Registrant except to the extent approved by a court.

  Pursuant to Section 145 of the General Corporation Law of the State of
Delaware and the By-laws of the Registrant, the Registrant maintains insurance
for directors and executive officers and has entered into agreements with all of
its executive officers and directors affirming the Registrant's obligation to
indemnify them to the fullest extent permitted by law and providing various
other protections.

Item 7. Exemption from Registration Claimed.
--------------------------------------------
  Not applicable.

Item 8. Exhibits.
-----------------

<TABLE>
<CAPTION>
Exhibit Number                        Description
--------------   ---------------------------------------------------------------
<C>              <S>
  4.1            Restated Certificate of Incorporation of the Registrant.  
                 Incorporated by reference to the Registrant's Registration
                 Statement on Form S-1, filed with the Commission on February
                 26, 1998 (File No. 333-46933).
  4.2            Amended and Restated By-laws of the Registrant. Incorporated 
                 by reference to the Registrant's Registration Statement on Form
                 S-1, filed with the Commission on February 26, 1998 (File No.
                 333-46933).
  4.3            Form of Certificate for Common Stock.  Incorporated by 
                 reference to the Registrant's Registration Statement on Form S-
                 1, filed with the Commission on February 26, 1998 (File No. 333-
                 46933).
  5.1            Opinion of Palmer & Dodge LLP as to the legality of the 
                 securities registered hereunder. Filed herewith.
  23.1           Consent of KPMG Peat Marwick LLP, independent auditors.  Filed
                 herewith.
  23.2           Consent of Palmer & Dodge LLP.  Contained in Opinion of Palmer
                 & Dodge LLP, filed as Exhibit 5.1 hereto.
  24.1           Power of Attorney.  Set forth on the signature page to this 
                 Registration Statement.
</TABLE>
<PAGE>
 
Item 9.  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;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of this Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represents a fundamental change in the
                information set forth in this Registration Statement;

          (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------                                                              
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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.

      (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 the 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 Exchange 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.

      (c) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the provisions
          referred to in Item 6 hereof, or otherwise, the Registrant has been
          advised that in the opinion of the Commission such indemnification is
          against 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 expenses
          incurred or paid by a director, officer or controlling person of the
          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
          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.

<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 Melville, State of New York, on this 4th day of
September, 1998.

                                 V.I. TECHNOLOGIES, INC.


                                 By:  /s/ John R. Barr
                                      ----------------
                                      John R. Barr
                                      President and Chief Executive Officer
<PAGE>
 
                               POWER OF ATTORNEY

  We, the undersigned officers and directors of V.I. Technologies, Inc. hereby
severally constitute and appoint John R. Barr, Thomas T. Higgins and Marc A.
Rubenstein and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-8, including any post-effective amendments
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE> 
<CAPTION> 
SIGNATURE                  TITLE                                 DATE
---------                  -----                                 ----
<S>                        <C>                                <C> 
/s/ John R. Barr           President, Chief Executive         September 4, 1998
----------------           Officer and Director                             
John R. Barr               (Principal Executive Officer)


/s/ Thomas T. Higgins      Executive Vice President and       September 4, 1998
---------------------      Chief Financial Officer
Thomas T. Higgins          (Principal Financial Officer and
                           Principal Accounting Officer)


/s/ David Tendler          Director                           September 4, 1998
-----------------
David Tendler


/s/ Richard A. Charpie     Director                           September 4, 1998
----------------------
Richard A. Charpie


/s/ Jeremy Hayward-Surry   Director                           September 4, 1998
------------------------                                               
Jeremy Hayward-Surry


/s/ Bernard Horowitz       Director                           September 4, 1998
--------------------
Bernard Horowitz


/s/ Irwin Lerner           Director                           September 4, 1998
----------------
Irwin Lerner
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                        <C>                                <C> 
/s/ Peter D. Parker        Director                           September 4, 1998
-------------------
Peter D. Parker


/s/ Damion E. Wicker       Director                           September 4, 1998
--------------------
Damion E. Wicker, M.D.
</TABLE> 
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
Exhibit Number                              Description
--------------   ----------------------------------------------------------
<C>              <S>
     4.1         Restated Certificate of Incorporation of the Registrant.
                 Incorporated by reference to the Registrant's
                 Registration Statement on Form S-1, filed with the
                 Commission on February 26, 1998 (File No. 333-46933).

     4.2         Amended and Restated By-laws of the Registrant.
                 Incorporated by reference to the Registrant's
                 Registration Statement on Form S-1, filed with the
                 Commission on February 26, 1998 (File No. 333-46933).

     4.3         Form of Certificate for Common Stock.  Incorporated by
                 reference to the Registrant's Registration Statement on
                 Form S-1, filed with the Commission on February 26, 1998
                 (File No. 333-46933).

     5.1         Opinion of Palmer & Dodge LLP as to the legality of the
                 securities registered hereunder.  Filed herewith.

     23.1        Consent of KPMG Peat Marwick LLP, independent auditors.
                 Filed herewith.

     23.2        Consent of Palmer & Dodge LLP.  Contained in Opinion of
                 Palmer & Dodge LLP, filed as Exhibit 5.1 hereto.

     24.1        Power of Attorney.  Set forth on the signature page to
                 this Registration Statement.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1998 DIRECTOR STOCK OPTION PLAN", "secsgml_size_bytes": 19203}]
{"company-data": {"conformed-name": "V I TECHNOLOGIES INC", "cik": "0001040017", "assigned-sic": "2836", "irs-number": "113238476", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62925", "film-number": "98704672"}, "business-address": {"street1": "155 DURYEA RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5167527314"}, "mail-address": {"street1": "155 DURYEA RD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
As filed with the Securities and Exchange Commission on September 4, 1998

                                               REGISTRATION NO. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            V.I. TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                    11-3238476
(State or other jurisdiction of incorporation)    (I.R.S. Employer Identification No.)
155 DURYEA ROAD, MELVILLE, NEW YORK 11747
             (Address of registrant's principal executive offices)

                        1998 DIRECTOR STOCK OPTION PLAN
                           (Full Title of the Plan)

              JOHN R. BARR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            V.I. Technologies, Inc.
                                155 Duryea Road
                            Melville, New York 11747
                                 (516) 752-7314
           (Name, address and telephone number of agent for service)

                                with copies to:

                           STEVEN N. FARBER, ESQUIRE
                          MARC A. RUBENSTEIN, ESQUIRE
                               Palmer & Dodge LLP
                               One Beacon Street
                          Boston, Massachusetts 02108
                                 (617) 573-0100

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------

                                                             Proposed maximum        Proposed maximum     
Title of each class of securities to       Amount to be      offering price per      aggregate offering      Amount of      
           be registered                    registered             Share                   Price             registration fee 
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value             89,445 shares           $11.75(1)                $1,050,979(1)           $310
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee and
     computed pursuant to Rule 457(h) based upon the average of the high and low
     sale prices on August 28, 1998 as reported by the Nasdaq National Market.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------ 

  The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

  (a) The Registrant's Final Prospectus filed with the Commission on June 11,
      1998 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as
      amended.

  (b) All other reports of the Registrant filed pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), since the end of the last fiscal year covered by the Final
      Prospectus referred to in (a) above.

  (c) The description of the Registrant's Common Stock contained in its
      Registration Statement on Form 8-A filed with the Commission on May 13,
      1998, including any amendment or report filed hereafter for the purpose of
      updating such description.

  All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

Item 4.  Description of Securities.
-----------------------------------

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
------------------------------------------------

  The validity of the Common Stock offered hereby will be passed upon for the
Registrant by Palmer & Dodge LLP, Boston, Massachusetts.

Item 6. Indemnification of Directors and Officers.
--------------------------------------------------

  Article NINTH of the Registrant's Restated Certificate of Incorporation
provides that directors of the Registrant will not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, whether or not an individual continues to be a director at the
time such liability is asserted, 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derives an
improper personal benefit.

  Article TENTH of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as amended from time to time,
indemnify each 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, by reason of
the fact that he is or was, or has agreed to become a director or officer of the
Registrant, or is or was serving, or has agreed to serve, at the request of the
Registrant as a director, officer or trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust or other enterprise.  The
indemnification provided for
in Article TENTH is expressly not exclusive of any other rights to which those
seeking indemnification may be entitled under any law, agreement or vote of
stockholders or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors and administrators of such persons. Article
TENTH further permits the Board of Directors to authorize the grant of
indemnification rights to other employees and agents of the Registrant and such
rights may be equivalent to, or greater or less than, those set forth in Article
TENTH.

  Section 145 of the Delaware General Corporation Law grants the Registrant the
power to indemnify each 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 by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant, or
is or was serving at the request of the Registrant 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 him in
connection with any action, suit or proceeding if (i) he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Registrant and (ii) with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful, provided, however,
no indemnification shall be made in connection with any proceeding brought by or
in the right of the Registrant where the person involved is adjudged to be
liable to the Registrant except to the extent approved by a court.

  Pursuant to Section 145 of the General Corporation Law of the State of
Delaware and the By-laws of the Registrant, the Registrant maintains insurance
for directors and executive officers and has entered into agreements with all of
its executive officers and directors affirming the Registrant's obligation to
indemnify them to the fullest extent permitted by law and providing various
other protections.

Item 7. Exemption from Registration Claimed.
--------------------------------------------
  Not applicable.

Item 8. Exhibits.
-----------------
Exhibit Number                        Description
--------------   ---------------------------------------------------------------
4.1            Restated Certificate of Incorporation of the Registrant.  
                 Incorporated by reference to the Registrant's Registration
                 Statement on Form S-1, filed with the Commission on February
                 26, 1998 (File No. 333-46933).
  4.2            Amended and Restated By-laws of the Registrant. Incorporated 
                 by reference to the Registrant's Registration Statement on Form
                 S-1, filed with the Commission on February 26, 1998 (File No.
                 333-46933).
  4.3            Form of Certificate for Common Stock.  Incorporated by 
                 reference to the Registrant's Registration Statement on Form S-
                 1, filed with the Commission on February 26, 1998 (File No. 333-
                 46933).
  5.1            Opinion of Palmer & Dodge LLP as to the legality of the 
                 securities registered hereunder. Filed herewith.
  23.1           Consent of KPMG Peat Marwick LLP, independent auditors.  Filed
                 herewith.
  23.2           Consent of Palmer & Dodge LLP.  Contained in Opinion of Palmer
                 & Dodge LLP, filed as Exhibit 5.1 hereto.
  24.1           Power of Attorney.  Set forth on the signature page to this 
                 Registration Statement.
Item 9.  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;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of this Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represents a fundamental change in the
                information set forth in this Registration Statement;

          (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
--------  -------                                                              
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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.

      (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 the 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 Exchange 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.

      (c) Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the provisions
          referred to in Item 6 hereof, or otherwise, the Registrant has been
          advised that in the opinion of the Commission such indemnification is
          against 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 expenses
          incurred or paid by a director, officer or controlling person of the
          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
          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.
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 Melville, State of New York, on this 4th day of
September, 1998.

                                 V.I. TECHNOLOGIES, INC.

                                 By:  /s/ John R. Barr
                                      ----------------
                                      John R. Barr
                                      President and Chief Executive Officer
POWER OF ATTORNEY

  We, the undersigned officers and directors of V.I. Technologies, Inc. hereby
severally constitute and appoint John R. Barr, Thomas T. Higgins and Marc A.
Rubenstein and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-8, including any post-effective amendments
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
SIGNATURE                  TITLE                                 DATE
---------                  -----                                 ----
/s/ John R. Barr           President, Chief Executive         September 4, 1998
----------------           Officer and Director                             
John R. Barr               (Principal Executive Officer)

/s/ Thomas T. Higgins      Executive Vice President and       September 4, 1998
---------------------      Chief Financial Officer
Thomas T. Higgins          (Principal Financial Officer and
                           Principal Accounting Officer)

/s/ David Tendler          Director                           September 4, 1998
-----------------
David Tendler

/s/ Richard A. Charpie     Director                           September 4, 1998
----------------------
Richard A. Charpie

/s/ Jeremy Hayward-Surry   Director                           September 4, 1998
------------------------                                               
Jeremy Hayward-Surry

/s/ Bernard Horowitz       Director                           September 4, 1998
--------------------
Bernard Horowitz

/s/ Irwin Lerner           Director                           September 4, 1998
----------------
Irwin Lerner
/s/ Peter D. Parker        Director                           September 4, 1998
-------------------
Peter D. Parker

/s/ Damion E. Wicker       Director                           September 4, 1998
--------------------
Damion E. Wicker, M.D.
EXHIBIT INDEX
                                 -------------
Exhibit Number                              Description
--------------   ----------------------------------------------------------
4.1         Restated Certificate of Incorporation of the Registrant.
                 Incorporated by reference to the Registrant's
                 Registration Statement on Form S-1, filed with the
                 Commission on February 26, 1998 (File No. 333-46933).

     4.2         Amended and Restated By-laws of the Registrant.
                 Incorporated by reference to the Registrant's
                 Registration Statement on Form S-1, filed with the
                 Commission on February 26, 1998 (File No. 333-46933).

     4.3         Form of Certificate for Common Stock.  Incorporated by
                 reference to the Registrant's Registration Statement on
                 Form S-1, filed with the Commission on February 26, 1998
                 (File No. 333-46933).

     5.1         Opinion of Palmer & Dodge LLP as to the legality of the
                 securities registered hereunder.  Filed herewith.

     23.1        Consent of KPMG Peat Marwick LLP, independent auditors.
                 Filed herewith.

     23.2        Consent of Palmer & Dodge LLP.  Contained in Opinion of
                 Palmer & Dodge LLP, filed as Exhibit 5.1 hereto.

     24.1        Power of Attorney.  Set forth on the signature page to
                 this Registration Statement.