<PAGE>

   As filed with the Securities and Exchange Commission on January 11, 2000

                       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           (I.R.S. Employer
                 of incorporation)                Identification No.)

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

          V.I. TECHNOLOGIES, INC. 1999 SUPPLEMENTAL STOCK OPTION PLAN
                           (Full Title of the Plan)

                            V.I. TECHNOLOGIES, INC.

              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:

                          WILLIAM T. WHELAN, ESQUIRE
              Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                             One Financial Center
                          Boston, Massachusetts 02111
                                (617) 542-6000

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                            Proposed            Proposed
         Title of                      Amount to be         Maximum             Maximum             Amount of
securities to be registered            registered/(1)/   Offering price        Aggregate         registration fee
                                                          per share/(2)/    offering price/(2)/
---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                <C>                 <C>
Common Stock, $.01 par value               478,785         $.03 - .62        $  221,055.20             $ 58.36

                                           521,215         $6.00             $3,127,290.00             $825.61
                                         ---------                                                     -------
                                         1,000,000                                                     $883.97
=====================================================================================================================
</TABLE>

(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the V.I. Technologies, Inc. 1999 Supplemental Stock Option Plan
(the "Plan").  The maximum number of shares which may be sold upon the exercise
of such options granted under the Plan are subject to adjustment in accordance
with certain anti-dilution and other provisions of said Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of shares stated above, an indeterminate number of shares which may be subject
to grant or otherwise issuable after the operation of any such anti-dilution and
other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows:  (i) in the case of shares of Common Stock which may be
purchased upon exercise of outstanding options, the fee is calculated on the
basis of the price at which the options may be exercised; and (ii) in the case
of shares of Common Stock for which options have not yet been granted and the
option price of which is therefore unknown, the fee is calculated on the basis
of the average of the high and low sale prices per share of the Common Stock on
the Nasdaq National Market System as of a date (January 4, 2000) within 5
business days prior to filing this Registration Statement.
======================= ========================================================

<PAGE>

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


The information required by Part I is included in documents sent or given to
participants in the Registrant's 1999 Supplemental Stock Option Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1999, as amended.


                                    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 Annual Report on Form 10-K for the fiscal year
      ended January 2, 1999.

      (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
      Annual Report 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 (File No. 000-24241), 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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 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
<PAGE>

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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of the securities registered hereunder. Filed
                herewith.

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

     23.2       Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                Contained in Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
                Popeo, P.C., filed as Exhibit 5.1 hereto.

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

<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; and

               (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 11th day of
January, 2000.

                             V.I. TECHNOLOGIES, INC.

                             By:  /s/ John R. Barr
                                 ------------------

                             John R. Barr
                             President and Chief Executive Officer

                             POWER OF ATTORNEY


     Each person whose signature appears below constitutes and appoints John R.
Barr, Thomas T. Higgins and William T. Whelan his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of V.I. Technologies, Inc. and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully 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        January 11, 2000
--------------------------
John R. Barr                  Officer and Director
                              (Principal Executive Officer)

/s/ Thomas T. Higgins         Executive Vice President and      January 11, 2000
--------------------------
Thomas T. Higgins             Chief Financial Officer
                              (Principal Financial Officer and
                              Principal Accounting Officer)

/s/ David Tendler             Director                          January 11, 2000
--------------------------    --------
David Tendler

/s/ Richard A. Charpie        Director                          January 11, 2000
--------------------------    --------
Richard A. Charpie

/s/ Jeremy Hayward-Surry      Director                          January 11, 2000
--------------------------    --------
Jeremy Hayward-Surry

/s/ Bernard Horowitz          Director                          January 11, 2000
--------------------------    --------
Bernard Horowitz

/s/ Irwin Lerner              Director                          January 11, 2000
--------------------------    --------
Irwin Lerner

                              Director                          January   , 2000
--------------------------    --------
Peter D. Parker

/s/ Damion E. Wicker, M.D.    Director                          January 11, 2000
--------------------------    --------
Damion E. Wicker, M.D.

/s/ Samuel K. Ackerman        Director                          January 11, 2000
--------------------------    --------
Samuel K. Ackerman
<PAGE>

                                 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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of the securities registered hereunder. Filed
                herewith.

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

23.2            Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                Contained in Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
                Popeo, P.C., filed as Exhibit 5.1 hereto.

24.1            Power of Attorney. Set forth on the signature page to this
                Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21560}]
{"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": "333-94427", "film-number": "505517"}, "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 January 11, 2000

                       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           (I.R.S. Employer
                 of incorporation)                Identification No.)

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

          V.I. TECHNOLOGIES, INC. 1999 SUPPLEMENTAL STOCK OPTION PLAN
                           (Full Title of the Plan)

                            V.I. TECHNOLOGIES, INC.

              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:

                          WILLIAM T. WHELAN, ESQUIRE
              Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                             One Financial Center
                          Boston, Massachusetts 02111
                                (617) 542-6000
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                            Proposed            Proposed
         Title of                      Amount to be         Maximum             Maximum             Amount of
securities to be registered            registered/(1)/   Offering price        Aggregate         registration fee
                                                          per share/(2)/    offering price/(2)/
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value               478,785         $.03 - .62        $  221,055.20             $ 58.36

                                           521,215         $6.00             $3,127,290.00             $825.61
                                         ---------                                                     -------
                                         1,000,000                                                     $883.97
=====================================================================================================================
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may hereafter
be granted under the V.I. Technologies, Inc. 1999 Supplemental Stock Option Plan
(the "Plan").  The maximum number of shares which may be sold upon the exercise
of such options granted under the Plan are subject to adjustment in accordance
with certain anti-dilution and other provisions of said Plan. Accordingly,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers, in addition to the number
of shares stated above, an indeterminate number of shares which may be subject
to grant or otherwise issuable after the operation of any such anti-dilution and
other provisions.

(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act as follows:  (i) in the case of shares of Common Stock which may be
purchased upon exercise of outstanding options, the fee is calculated on the
basis of the price at which the options may be exercised; and (ii) in the case
of shares of Common Stock for which options have not yet been granted and the
option price of which is therefore unknown, the fee is calculated on the basis
of the average of the high and low sale prices per share of the Common Stock on
the Nasdaq National Market System as of a date (January 4, 2000) within 5
business days prior to filing this Registration Statement.
======================= ========================================================
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I is included in documents sent or given to
participants in the Registrant's 1999 Supplemental Stock Option Plan pursuant to
Rule 428(b)(1) of the Securities Act of 1999, as amended.

                                    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 Annual Report on Form 10-K for the fiscal year
      ended January 2, 1999.

      (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
      Annual Report 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 (File No. 000-24241), 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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of the securities registered hereunder. Filed
                herewith.

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

     23.2       Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                Contained in Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
                Popeo, P.C., 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; and

               (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 11th day of
January, 2000.

                             V.I. TECHNOLOGIES, INC.

                             By:  /s/ John R. Barr
                                 ------------------

                             John R. Barr
                             President and Chief Executive Officer

                             POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints John R.
Barr, Thomas T. Higgins and William T. Whelan his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of V.I. Technologies, Inc. and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in or about the premises, as full to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully 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        January 11, 2000
--------------------------
John R. Barr                  Officer and Director
                              (Principal Executive Officer)

/s/ Thomas T. Higgins         Executive Vice President and      January 11, 2000
--------------------------
Thomas T. Higgins             Chief Financial Officer
                              (Principal Financial Officer and
                              Principal Accounting Officer)

/s/ David Tendler             Director                          January 11, 2000
--------------------------    --------
David Tendler

/s/ Richard A. Charpie        Director                          January 11, 2000
--------------------------    --------
Richard A. Charpie

/s/ Jeremy Hayward-Surry      Director                          January 11, 2000
--------------------------    --------
Jeremy Hayward-Surry

/s/ Bernard Horowitz          Director                          January 11, 2000
--------------------------    --------
Bernard Horowitz

/s/ Irwin Lerner              Director                          January 11, 2000
--------------------------    --------
Irwin Lerner

                              Director                          January   , 2000
--------------------------    --------
Peter D. Parker

/s/ Damion E. Wicker, M.D.    Director                          January 11, 2000
--------------------------    --------
Damion E. Wicker, M.D.

/s/ Samuel K. Ackerman        Director                          January 11, 2000
--------------------------    --------
Samuel K. Ackerman
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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                as to the legality of the securities registered hereunder. Filed
                herewith.

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

23.2            Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                Contained in Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
                Popeo, P.C., filed as Exhibit 5.1 hereto.

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