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

                                  UNITED STATES
                       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                                       13-3679168
  (State or other jurisdiction of                        (I.R.S. Employer
         incorporation or                               Identification No.)
           organization)

                               321 Arsenal Street
                               Watertown, MA 02472
                                 (617) 673-7800
        (Address, including Zip Code, of principal executive offices)

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

                       Compensation Award Stock Agreements
                   Between Registrant And Certain Directors
                            (Full title of the Plans)

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

                            Gerald A. Eppner, Esq.
                          Cadwalader, Wickersham & Taft
                                 100 Maiden Lane
                            New York, New York 10038
                                 (212) 504-6000

     (Name and address, including Zip Code, telephone number and area code,
                              of agent for service)

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

<TABLE>
<CAPTION>

                                  CALCULATION OF REGISTRATION FEE
===================================================================================================

 Title of Securities      Amount to be     Proposed Maximum    Proposed Maximum      Amount of
   to be Registered        Registered          Offering           Aggregate        Registration
                                            Price Per Share     Offering Price          Fee
---------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                 <C>                 <C>
 Common Stock, $0.01     475,977 shares          $2.32            $1,104,267           $102
      par value
===================================================================================================
</TABLE>
<PAGE>

                                EXPLANATORY NOTE

      OXiGENE, Inc. (the "Company") has prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register resales of certain shares of
Company common stock, par value $.01, issued under compensation award stock
agreements entered into by the Company and certain Company directors for past
services rendered to the Company.

      This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with the requirements of Part I of
Form S-3 under the Securities Act. The second part contains information required
in the registration statement under Part II of Form S-8.


<PAGE>
                               REOFFER PROSPECTUS

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

                                  OXiGENE, Inc.
                               321 Arsenal Street
                               Watertown, MA 02472
                                 (617) 673-7800

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

                         475,977 Shares of Common Stock


      Up to an aggregate of 475,977 shares of common stock, par value $0.01 per
share, of OXiGENE, Inc., a Delaware corporation (the "Company" or "OXiGENE"),
may be offered and sold from time to time by certain stockholders of the Company
identified in this reoffer prospectus (the "Common Stock"). See "Selling
Stockholders" beginning on page 7. The Company's common stock is traded on the
Nasdaq National Market under the symbol "OXGN."

      The shares of Common Stock are "restricted securities" under the
Securities Act of 1933, as amended (the "Securities Act"), before their sale
under this reoffer prospectus. This reoffer prospectus has been prepared for the
purpose of registering the Common Stock under the Securities Act to allow future
sales by the selling stockholders. To the knowledge of the Company, the selling
stockholders have no arrangement with any brokerage firm for the sale of the
Common Stock. The selling stockholders and participating brokers and dealers may
be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of the Common Stock by the selling
stockholders and any commissions or discounts received by brokers or dealers in
connection with the sale of the Common Stock may be deemed to be underwriting
compensation under the Securities Act.

      YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 1 OF THIS
REOFFER PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

      You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. This reoffer prospectus
may only be used where it is legal to sell these securities. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.

            The date of this reoffer prospectus is March 25, 2002
                          -------------------------
<PAGE>

                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
THE COMPANY..................................................................1


RISK FACTORS.................................................................1


USE OF PROCEEDS..............................................................7


SELLING STOCKHOLDERS.........................................................7


PLAN OF DISTRIBUTION.........................................................8


INTERESTS OF NAMED EXPERTS AND COUNSEL......................................10


EXPERTS.....................................................................10


LEGAL MATTERS...............................................................10


WHERE YOU CAN FIND MORE INFORMATION.........................................10


INCORPORATED DOCUMENTS BY REFERENCE.........................................11


INDEMNIFICATION.............................................................12

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

                           FORWARD-LOOKING STATEMENTS

      Our disclosure in this reoffer prospectus contains "forward-looking
statements." Forward-looking statements are our current expectations or
forecasts of future events. You can identify these statements by the fact that
they do not relate strictly to historic or current facts. They use words such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and
other words and terms of similar meaning. These include statements, among
others, relating to our planned future actions, our research and development
plans, our prospective products or product approvals, our beliefs with respect
to the sufficiency of our cash and cash equivalents, plans with respect to
funding operations, projected expense levels and the outcome of contingencies,
such as future financial results.

      Any or all of our forward-looking statements in this report may turn out
to be wrong. They can be affected by inaccurate assumptions we might make or by
known or unknown risks and uncertainties. Consequently, no forward-looking
statement can be guaranteed. Actual results may vary materially. The
uncertainties that may cause differences include, but are not limited to, the
ability of the Company to obtain collaborative or licensing arrangements; the
availability of necessary funds and our ability to raise capital when needed and
on reasonable terms, or at all; the efficacy of our potential products and their
<PAGE>
efficacy at acceptable dosage levels; developing or contracting for the
necessary manufacturing processes; gaining necessary regulatory approvals and
protecting our intellectual property and the impact of competition and
technological advances on our planned products.

      We will not update forward-looking statements, whether as a result of new
information, future events or otherwise, unless required by law. You are advised
to consult any further disclosures we make in our reports to the Securities and
Exchange Commission including our 10-Q, 8-K and 10-K reports. Our filings list
various important factors that could cause actual results to differ materially
from expected results. We note these factors for investors as permitted by the
Private Securities Litigation Reform Act of 1995. You should understand that it
is not possible to predict or identify all such factors. Consequently, you
should not consider any such list to be a complete set of all potential risks or
uncertainties.


<PAGE>
                                   THE COMPANY

      OXiGENE is an international biopharmaceutical company engaged principally
in research into and the development of products for use in the treatment of
cancer. The Company's activities initially were directed primarily towards
products designed to complement and enhance the clinical efficacy of radiation
and chemotherapy, which are the most common and traditional forms of
non-surgical cancer treatment. In recent years, however, the Company's efforts
have focused on developing products for application as direct cancer treatment
agents, particularly vascular targeting agents ("VTA"). Additionally, the
Company is investigating whether certain of its developmental-stage products may
have a use as anti-inflammatory agents and in other applications such as
treating ocular diseases characterized by neo-vascularization and in stent
restenosis.


                                  RISK FACTORS

      History of Losses and Anticipated Future Financial Results; Uncertainty of
Future Profitability. The Company has experienced net losses every year since
its inception and, as of December 31, 2001, had an accumulated deficit of
approximately $60.6 million. The Company anticipates incurring substantial
additional losses over at least the next several years due to, among other
factors, the need to expend substantial amounts on its continuing clinical
trials and anticipated research and development activities and the general and
administrative expenses associated with those activities. The Company has not
commercially introduced any product and its potential products are in varying
early stages of development and testing. The Company's ability to attain
profitability will depend upon its ability to develop products that are
effective and commercially viable, to obtain regulatory approval for the
manufacture and sale of its products and to license or otherwise market its
products successfully. There can be no assurance that the Company will ever
achieve profitability or that profitability, if achieved, will be sustained on
an ongoing basis.

      Early Stage of Product Development; Uncertainties of Clinical Trials;
Unproven Safety and Efficacy. OXiGENE's products are in an early stage of
development. In order to achieve profitable operations, the Company, alone or in
collaboration with others, must successfully develop, manufacture, introduce and
market its products. The time frame necessary to achieve market success for any
individual product is long and uncertain. The products currently under
development by the Company will require significant additional research and
development and extensive pre-clinical and clinical testing prior to application
for commercial use. A number of companies in the biotechnology and
pharmaceutical industries have suffered significant setbacks in clinical trials,
even after showing promising results in early or later stage studies or clinical
trials. Although the Company has obtained some favorable results to date in
pre-clinical studies and clinical trials of certain of its potential products,
such results may not be indicative of results that will ultimately be obtained
in or throughout such clinical trials, and there can be no assurance that
clinical testing will show any of the Company's products to be safe or capable
of producing a desired result. There can also be no assurance that the Company's
research or product development efforts or those of its collaborative partners
<PAGE>
will be successfully completed, that any compounds currently under development
by the Company will be successfully developed into drugs, or that any potential
products will receive regulatory approval on a timely basis, if at all. If any
such problems occur, the Company could be materially and adversely affected.

      Sufficiency of Existing Capital Resources; Possible Need for Additional
Funds; Uncertainty of Future Funding. The Company's operations to date have
consumed substantial amounts of cash. Negative cash flow from the Company's
operations is expected to continue over at least the next several years. The
Company does not currently have any commitments or plans to raise additional
capital by selling equity, issuing debt or entering into any collaboration that
would provide material funding. The Company intends to fund operations over the
period of at least the foreseeable future, from its existing cash, cash
equivalents and capital. These plans may change if the Company's existing cash,
cash equivalents and capital are not sufficient to funds operations either
because the Company's predictions and expectations as to its capital needs were
wrong or if circumstances or events occur that cause the Company's capital needs
to increase. The Company's actual capital requirements will depend on numerous
factors, including: the progress of and results of its pre-clinical testing and
clinical trials of its VTAs under development, including CA4P, its lead
Combretastatin based compound; the progress of the Company's research and
development programs; the time and costs expended and required to obtain any
necessary or desired regulatory approvals; the resources, if any, that the
Company devotes to developing manufacturing methods and advanced technologies;
the ability of the Company to enter into licensing arrangements, including any
unanticipated licensing arrangements that may be necessary to enable the Company
to continue the Company's development and clinical trial programs; the costs and
expenses of filing, prosecuting and, if necessary, enforcing the Company's
patent claims, or defending the Company against possible claims of infringement
by the Company of third party patent or other technology rights; the cost of
commercialization activities and arrangements, if any, undertaken by the
Company; and, if and when approved, the demand for the Company's products, which
demand is dependent in turn on circumstances and uncertainties that cannot be
fully known, understood or quantified unless and until the time of approval, for
example the range of indications for which any product is granted approval.
Under the Company's current operating plan and capital budget, and based on
current costs' expectations, the Company believes its existing capital as of the
end of fiscal year 2001 is sufficient to fund operations through completion of
clinical trials and the FDA approval process of CA4P, its lead compound, whether
or not such approval is ultimately obtained. The Company cannot predict with any
certainty the success of any clinical trials, whether or not FDA approval will
ultimately be obtained and if obtained whether such approval will take longer
than expected. Due to the numerous risks and uncertainties of the drug
development and FDA approval process, the Company cannot guarantee that its
current cash, cash equivalents and capital will be sufficient to fund the
completion of the development of CA4P and the FDA approval process related to
CA4P. If its existing funds are not sufficient, the Company would be required to
seek additional funding and/or take other measures. In addition, the Company is
certain it will have to raise substantial additional funds: (i) if FDA approval
is obtained on the CA4P compound, to bring such compound to market, including
arranging for or developing manufacturing capabilities and completing marketing
and other commercialization activities related to CA4P; (ii) to complete the
development of any additional products other than the development and FDA
approval process related to CA4P; and (iii) to bring any other potential product
to market. Issuance of additional equity securities by the Company, for these or
any other purpose, would result in dilution to then existing stockholders. If

                                      -2-
<PAGE>
additional financing is needed, there can be no assurance that additional
financing will be available on acceptable terms when needed, if at all. If
adequate funds are not available on acceptable terms when needed, the Company
would be required to delay, scale back or eliminate one or more of its product
development programs or seek to obtain funds through arrangements with
collaborative partners (or others) which arrangements may include a requirement
that the Company relinquish rights to certain of its technologies or products or
rights related to its technologies or products that the Company would not
otherwise relinquish. The failure by the Company to obtain funding when and in
the amounts needed and/or the Company's acceptance of funding on terms that are
not favorable to the Company or less favorable to the Company than the Company
would ordinarily desire, would have a material adverse effect on the Company's
financial position and results of operations.

      Dependence on Others for Clinical Development and Manufacturing and
Marketing. The Company has limited experience in drug development, the
regulatory approval process, manufacturing and marketing. Accordingly, OXiGENE
has depended, and in the future is likely to continue to depend, on others for
assistance in many areas, including research, conducting pre-clinical testing
and clinical trials, the regulatory approval process, manufacturing and
marketing. Although the Company considers its relations with existing
collaborative partners to be satisfactory, some of its current arrangements are
short-term in nature.

      On February 28, 2002, the Company entered into an agreement with Peregrine
Pharmaceuticals, Inc. ("Peregrine") to conclude their Arcus Therapeutics LLC
joint venture. Under the terms of the agreement, Peregrine paid OXiGENE $2.0
million and OXiGENE reacquired full rights and interest to the vascular
targeting platform the Company contributed to the joint venture, as well as any
new discoveries based on the Company's contributed technology. OXiGENE
reacquired full rights and interests to the Company's vascular targeting
technology including any new discoveries based on the Company's contribution.

      In October 2001, the Company announced that it had regained its rights to
the Combretastatin anti-tumor compounds licensed to Bristol-Myers Squibb ("BMS")
upon the agreement of the parties to conclude the Research Collaboration and
Licensing Agreement established in December 1999. In February of 2002 the
Company and BMS finalized their termination agreement. As part of the
termination agreement, the Company purchased from BMS finished inventory of
CA4P, and in-licensed certain technologies for which the Company will pay BMS
milestone and royalty payments upon the commercialization of any product
resulting from this licensed technology.

      Funding requirements, competitive factors or prioritization of other
opportunities may lead the Company to seek additional arrangements with third
parties. While OXiGENE is likely to continue to explore other licensing and
development opportunities for its technologies with other companies, there can
be no assurance that the Company will be successful in establishing new,
collaborative agreements or licensing arrangements; that any collaborative
partner will not be pursuing alternative technologies or developing alternative
compounds either on its own or in collaboration with others, directed at the
same diseases as those involved in its collaborative arrangements with the
Company; that any such collaborative partners will devote resources to the
Company's technologies or compounds on a basis favorable to the Company; that
any such arrangements will be on terms favorable to OXiGENE; or that any future

                                      -3-
<PAGE>
licensees will be successful in commercializing products. Finally, if the
Company's collaboration arrangements are terminated prior to their expiration or
if the other parties to such arrangements fail to adequately perform, there can
be no assurance that submission of product candidates for regulatory approval
will not be delayed.

      Clinical Trials; Government Regulation and Health Care Reform; Managed
Care. The Company's research and development activities, pre-clinical testing
and clinical trials, and the manufacturing and marketing of its products are
subject to extensive regulation by numerous governmental authorities in the
United States and other countries. Pre-clinical testing and clinical trials and
manufacturing and marketing of OXiGENE's products are and will continue to be
subject to the rigorous testing and approval processes of the FDA, the Swedish
Medical Products Agency and other corresponding foreign regulatory authorities.
Clinical testing and the regulatory process generally take many years and
require the expenditure of substantial resources. In addition, delays or
rejections may be encountered during the period of product development, clinical
testing and FDA regulatory review of each submitted application. Similar delays
may also be encountered in foreign countries. There can be no assurance that,
even after such time and expenditures, regulatory approval will be obtained for
any potential products developed by OXiGENE or that a potential product, if
approved in one country, will be approved in other countries. Moreover, if
regulatory approval of a potential product is granted, such approval may entail
significant limitations on the indicated uses for which that product may be
marketed. Further, even if such regulatory approval is obtained, a marketed
product, its manufacturer and its manufacturing facilities are subject to
continual review and periodic inspections, and later discovery of previously
unknown problems (such as previously undiscovered side effects) with a product,
manufacturer or facility may result in restrictions on such product,
manufacturer or facility, including a possible withdrawal of the product from
the market. Failure to comply with the applicable regulatory requirements can,
among other things, result in fines, suspensions of regulatory approvals,
product recalls, operating restrictions, injunctions and criminal prosecution.
Additionally, new government regulations may be established that could prevent
or delay regulatory approval of the Company's potential products. Further, the
U.S. Congress continues to debate various health care reform proposals which, if
adopted, may have a material adverse effect on the Company. Moreover, continued
cost control initiatives by health care maintenance organizations and similar
programs may affect the financial ability and willingness of patients and their
health care providers to utilize certain therapies which, in turn, could have a
material adverse effect on the Company.

      Competition and Risk of Technological Obsolescence. The Company is engaged
in a rapidly evolving field. Competition from other pharmaceutical companies,
biotechnology companies and research and academic institutions is intense and
expected to increase. Many of those companies and institutions have
substantially greater financial, technical and human resources than the Company.
Those companies and institutions also have substantially greater experience in
developing products, in conducting clinical trials, in obtaining regulatory
approval and in manufacturing and marketing pharmaceutical products.
Accordingly, competitors may succeed in obtaining regulatory approval for their
products more rapidly than the Company. Competitors have developed or are in the
process of developing technologies that are, or in the future may be, the basis
for competitive products. Some of those products may have an entirely different
approach or means of accomplishing the desired therapeutic effect than products
being developed by the Company. There can be no assurance that the Company's

                                      -4-
<PAGE>
competitors will not succeed in developing technologies and products that are
more effective and/or cost competitive than those being developed by the Company
or that would render the Company's technology and products less competitive or
even obsolete. In addition, one or more of the Company's competitors may achieve
product commercialization or patent protection earlier than the Company, which
could materially adversely affect the Company.

      Dependence on Patents and Proprietary Technology. To date, OXiGENE's
principal products have been based on certain previously known compounds. The
Company anticipates that the products it develops in the future may include or
be based on the same or other compounds owned or produced by unaffiliated
parties, as well as synthetic compounds it may discover. Although the Company
expects to seek patent protection for any compounds it discovers and/or for any
specific uses it discovers for new or previously known compounds, there is no
assurance that any or all of them will be subject to effective patent
protection. Further, the development of regimens for the administration of
pharmaceuticals, which generally involve specifications for the frequency,
timing and amount of dosages, has been, and the Company believes, may continue
to be, important to the Company's efforts, although those processes, as such,
may not be patentable.

      The Company's success will depend, in part, on its ability to obtain
patents, protect its trade secrets and operate without infringing on the
proprietary rights of others. As of March 25, 2002, the Company is the assignee
of seven granted U.S. patents, nine pending U.S. patent applications, and of
granted patents and/or pending applications in other countries (and/or
international applications designating other countries) corresponding to five of
the granted U.S. patents and eight of the pending U.S. applications, and is also
the exclusive licensee of a number of U.S. and foreign patents and pending
applications and pending international applications. The patent position of
pharmaceutical and biotechnology firms like OXiGENE generally is highly
uncertain and involves complex legal and factual questions, resulting in both an
apparent inconsistency regarding the breadth of claims allowed in U.S. patents
and general uncertainty as to their legal interpretation and enforceability.
Accordingly, there can be no assurance that patent applications assigned or
exclusively licensed to the Company will result in patents being issued, that
any issued patents assigned or exclusively licensed to the Company will provide
the Company with competitive protection or will not be challenged by others, or
that the current or future granted patents of others will not have an adverse
effect on the ability of the Company to do business and achieve profitability.
Moreover, since some of the basic research relating to one or more of the
Company's patent applications and/or patents was performed at various
universities and/or funded by grants, there can be no assurance that one or more
universities, employees of such universities and/or grantors will not assert
that they have certain rights in such research and any resulting products.
Furthermore, there can be no assurance that others will not independently
develop similar products, will not duplicate any of the Company's products or,
around the patent rights of the Company. In addition, as a result of assertion
of rights by a third party or otherwise, the Company may be required to obtain
licenses to patents or other proprietary rights of others in or outside of the
United States. No assurance can be given that any licenses required under any
such patents or proprietary rights would be made available on terms acceptable
to the Company, if at all. If the Company does not obtain such licenses, it
could encounter delays in product market introductions while it attempts to
design around such patents. In addition, the Company could incur substantial
costs in defending itself in suits brought against it or in connection with
patents to which it holds a license or in bringing suit to protect the Company's

                                      -5-
<PAGE>
own patents against infringement. The Company requires employees, consultants
and the institutions that perform its pre-clinical and clinical tests to enter
into confidentiality agreements with the Company. Those agreements provide that
all confidential information developed or made known to the individual during
the course of the relationship with the Company is to be kept confidential and
not to be disclosed to third parties, except in specific circumstances. There
can be no assurance, however, that any such agreement will provide meaningful
protection for the Company's trade secrets or other confidential information in
the event of unauthorized use or disclosure of such information.

      Dependence on Certain Officers, Directors, Principal Consultants and
Others. The Company believes that its success is, and will likely continue to
be, materially dependent upon its ability to retain the services of certain of
its current officers, directors, principal consultants and others, particularly
Joel-Tomas Citron, Dr. Bjorn Nordenvall, Dr. David Chaplin and Frederick
Driscoll. The loss of the services of any of these individuals could have a
material adverse effect on the Company. In addition, the Company has established
relationships with universities, hospitals and research institutions, which have
historically provided, and continue to provide, the Company with access to
research laboratories, clinical trials, facilities and patients. Additionally,
the Company believes that it may, at any time and from time to time, be
materially dependent on the services of consultants and other unaffiliated third
parties.

      Product Liability Exposure; Limited Insurance Coverage. The use of the
Company's potential products in clinical trials and for commercial applications,
if any, may expose the Company to liability claims, in the event such products
cause injury, disease or result in adverse effects. These claims could be made
directly by health care institutions, contract laboratories, patients or others
using such products. Although the Company has obtained liability insurance
coverage for its ongoing clinical trials, and there can be no assurance that
such coverage will be in amounts sufficient to protect the Company and the
occurrence of any product liability claims or product recalls could have a
material adverse effect on the financial condition and prospects of the Company.
Further, adverse product and similar liability claims could negatively impact
the Company's ability to obtain or maintain regulatory approvals for its
technology and products under development.

      Price Volatility of the Common Stock. The market price of the common stock
has been, and likely will continue to be highly volatile. Factors including the
Company's or its competitors results, clinical trials, research development
announcements by the Company or its competitors and government regulatory action
affecting the Company's potential products in both the United States and foreign
countries have had, and may continue to have, a significant effect on the
Company's results of operations and on the market price of the Company's common
stock. As of December 31, 2001, an aggregate of 25,100 stock appreciation rights
("SAR's"), with a weighted average exercise price of $7.51 per SAR, had been
granted to certain clinical investigators and consultants. The Company is not
required to make any cash payments upon exercise of any such SAR. If and when
the spread between the market price of the Company's common stock and the
exercise price of the SAR's changes, the charge for financial reporting purposes
to research and development will be adjusted to reflect an increase or decrease,
as the case may be, in the market price of the Company's common stock. In
addition, as of December 31, 2001, the Company had issued options to purchase an
aggregate of 12,000 shares of its common stock to certain consultants and

                                      -6-
<PAGE>
advisory board members who are not employees. Such options are accounted for at
their fair value and also result in a charge for financial reporting purposes.
The future charge related to these options are also influenced by changes in the
market price of the Company's common stock. In addition, substantially all of
the shares of the Company's common stock issuable upon exercise of outstanding
options, SAR's have been registered for sale and may be sold from time to time
hereafter. Such sales, as well as future sales of the Company's common stock by
existing stockholders, or the perception that sales could occur, could adversely
affect the market price of the Company's common stock. The price and liquidity
of the Company's common stock may also be significantly affected by trading
activity and market factors related to the Nasdaq and Stockholm Stock Exchange
markets, which factors and the effects may differ between those markets.

      No Dividends. The Company has not declared or paid dividends on its common
stock since its inception and does not intend to declare or pay any dividends to
its stockholders in the foreseeable future.


                                 USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Common
Stock by the selling stockholders to others. All sales proceeds will be received
by the selling stockholders.

                              SELLING STOCKHOLDERS

      The shares of Common Stock to which this reoffer prospectus relates are
being registered for reoffers and resales by the selling stockholders, who
acquired the Common Stock pursuant to compensation award stock agreements with
the Company for past services rendered to the Company.

      The table below sets forth with respect to the selling stockholders, based
upon information available to the Company as of March 20, 2002, the number of
shares of Company common stock owned (including, where applicable, the Common
Stock covered by this reoffer prospectus, Company common stock not covered by
this reoffer prospectus and options to purchase Company common stock), the
number of shares of Common Stock registered by this reoffer prospectus and the
number and percent of outstanding shares of Company common stock that will be
owned after the sale of the registered Common Stock assuming the sale of all of
the registered Common Stock.

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

                                          NUMBER OF
                                          SHARES OF     NUMBER OF    PERCENTAGE
                          NUMBER OF        COMPANY      SHARES OF    OF SHARES
                          SHARES OF      COMMON STOCK    COMPANY     OF COMPANY
                        COMPANY COMMON  REGISTERED BY     COMMON       COMMON
                         STOCK OWNED     THIS REOFFER  STOCK OWNED  STOCK OWNED
SELLING STOCKHOLDERS     BEFORE SALE      PROSPECTUS    AFTER SALE   AFTER SALE
--------------------------------------------------------------------------------

Marvin Caruthers(1)        80,000          80,000              0         0
--------------------------------------------------------------------------------
Joel-Tomas Citron(2)      355,977          30,977        325,000         2.8%
--------------------------------------------------------------------------------

                                      -7-
<PAGE>
Gerald Eppner(3)           80,000          80,000              0         0
--------------------------------------------------------------------------------
Arthur Laffer(4)           80,000          80,000              0         0
--------------------------------------------------------------------------------
Nordberg Capital,          85,000          85,000              0         0
Inc.(5)
--------------------------------------------------------------------------------
Ronald Pero(6)            256,821         120,000        136,821         1.2%
--------------------------------------------------------------------------------

(1)   Dr. Caruthers is a member of our board of directors.

(2)   Mr. Citron is the chairman of our board of directors. Of the shares listed
in the table and as provided in Mr. Citron's employment agreement with the
Company, 175,000 represent shares subject to transfer restrictions; 150,000
represent options to purchase Company common stock which are subject to
forfeiture and transfer restrictions.

(3)   Mr. Eppner is a member of our board of directors and a partner with
Cadwalader, Wickersham & Taft, a New York law firm that provides certain legal
services to the Company.

(4)   Dr. Laffer is a member of our board of directors.

(5)   Nordberg Capital,  Inc. is an investment  banking firm based in New York
City.  Mr.  Michael  Ionata,  a  member  of our  board  of  directors,  is the
Executive  Vice  President  of Nordberg  Capital,  Inc. Mr.  Ionata  disclaims
beneficial  ownership  of the shares of Company  common stock held by Nordberg
Capital, Inc.

(6)   Within the last three years, Dr. Pero has been a member of our board of
directors and a consultant to the Company. Of the shares listed in the table,
46,821 represent shares subject to transfer restrictions and 90,000 represent
options to purchase Company common stock which are subject to forfeiture and
transfer restrictions.


                              PLAN OF DISTRIBUTION

      The selling stockholders and any of their pledgees, donees, assignees,
transferees, may sell any or all of the shares of Common Stock for value from
time to time under this reoffer prospectus in one or more transactions on the
Nasdaq Stock Market or any stock exchange, market or trading facility on which
the Common Stock is traded, in a negotiated transaction or in a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
selling stockholders will act independently of the Company in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may use any one or more of the following methods when selling
shares:

      o   ordinary brokerage transactions and transactions in which the broker
          dealer solicits purchasers;

      o   block trades in which the broker dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

      o   purchases by a broker-dealer as principal and resale by the broker
          dealer for its account;

      o   an exchange distribution in accordance with the rules of the
          applicable exchange;

      o   privately negotiated transactions;

                                      -8-
<PAGE>
      o   underwritten offerings;

      o   short sales;

      o   agreements by the broker-dealer and the selling stockholders to sell a
          specified number of such shares at a stipulated price per share;

      o   a combination of any such methods of sale; and

      o   any other method permitted by applicable law.

      The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to the Company in certain circumstances rather than under this reoffer
prospectus.

      Unless otherwise prohibited, the selling stockholders may enter into
hedging transactions with broker dealers or other financial institutions in
connection with distributions of the shares or otherwise. In such transactions,
broker dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling stockholders.
The selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades. If the selling stockholders sell shares short, they may redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker dealers or financial
institutions which require the delivery to the broker dealer or the financial
institution of the shares. The broker dealer or financial institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition, the selling stockholders may loan their shares to broker dealers or
financial institutions who are counterparties to hedging transactions and the
broker dealers, financial institutions or counterparties may sell the borrowed
shares into the public market. The selling stockholders may also pledge their
shares to their brokers or financial institutions and under the margin loan the
broker or financial institution may, from time to time, offer and sell the
pledged shares. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters, broker dealers or financial institutions regarding the sale of
their shares other than ordinary course brokerage arrangements, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.

      The selling stockholders and any broker dealers that participate in the
distribution of the Common Stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the Common Stock sold by them may be deemed
to be underwriting discounts and commissions under the Securities Act. All
selling and other expenses incurred by the selling stockholders will be borne by
the selling stockholders.

      There is no assurance that the selling stockholders will sell all or any
portion of the shares of Common Stock offered.

                                      -9-
<PAGE>
      The Company will pay all expenses in connection with this offering and
will not receive any proceeds from sales of any Common Stock by the selling
stockholders.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      Mr. Gerald Eppner is a director of the Company and a member of its audit
committee and is a partner in Cadwalader, Wickersham & Taft, a New York law firm
that provides certain legal services to the Company. Cadwalader, Wickersham &
Taft rendered a legal opinion as to the legality of the Common Stock offered
under this reoffer prospectus and prepared this reoffer prospectus and related
registration statement on Form S-8 under the Securities Act with respect to the
Common Stock. In his capacity as a director of the Company, Mr. Eppner received
80,000 shares of Common Stock pursuant to a compensation award stock agreement
with the Company for his past services rendered as a director to the Company,
which are being offered for resale under this reoffer prospectus.


                                     EXPERTS

      The consolidated financial statements of the Company and its subsidiaries
appearing in the Company's Annual Report (Form 10-K) for the year ended December
31, 2000, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.


                                  LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Cadwalader, Wickersham & Taft, New York, New York.


                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document the Company files at the SEC's public reference
rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov. Additional information about the Company may also be
obtained at the Company's web site at http://www.oxigene.com.

      The Company has filed with the SEC a registration statement on Form S-8
(the "Registration Statement") under the Securities Act with respect to the
Common Stock. This reoffer prospectus, which constitutes a part of that
Registration Statement, does not contain all the information contained in that
Registration Statement and its exhibits. For further information with respect to
the Company and the Common Stock, you should consult the Registration Statement
and its exhibits. Statements contained in this reoffer prospectus concerning the

                                      -10-
<PAGE>

provisions of any documents are necessarily summaries of those documents, and
each statement is qualified in its entirety by reference to the copy of the
document filed with the SEC. The Registration Statement and any of its
amendments, including exhibits filed as a part of the Registration Statement or
an amendment to the Registration Statement, are available for inspection and
copying through the entities listed above.


                       INCORPORATED DOCUMENTS BY REFERENCE

      The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
reoffer prospectus, and information that we file later with the SEC will
automatically update and supersede this information.

      The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 0-21990) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated by reference:

      (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2000, filed with the Commission pursuant to the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
            April 2, 2001, and the exhibits therein;

      (2)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended March 31, 2001, filed with the Commission pursuant to the
            Exchange Act on May 15, 2001;

      (3)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended June 30, 2001, filed with the Commission pursuant to the
            Exchange Act on August 14, 2001;

      (4)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended September 30, 2001, filed with the Commission pursuant to the
            Exchange Act on November 14, 2001;

      (5)   The Registrant's Current Report on Form 8-K dated August 22, 2001,
            filed with the Commission pursuant to the Exchange Act on August 24,
            2001, and the exhibits therein;

      (6)   The Registrant's Current Report on Form 8-K dated October 29, 2001,
            filed with the Commission pursuant to the Exchange Act on October
            29, 2001, and the exhibits therein;

      (7)   The Registrant's Current Report on Form 8-K dated November 5, 2001,
            filed with the Commission pursuant to the Exchange Act on November
            5, 2001, and the exhibits therein; and

                                      -11-
<PAGE>
      (8)   The description of the shares of common stock, par value $.01 per
            share, 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 Exchange Act, which incorporates by
            reference the description of the shares of common stock, par value
            $.01 per share, 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 that we have filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this reoffer
prospectus and prior to the completion of the offering shall be deemed to be
incorporated by reference into this reoffer prospectus and to be part of this
reoffer prospectus from the date of filing of these documents.

      The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this reoffer prospectus is delivered a copy
of any or all documents incorporated by reference into this reoffer prospectus
except the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. You may request copies by writing
or telephoning Frederick Driscoll, President of Operations and Finance, OXiGENE,
Inc., 321 Arsenal Street, Watertown, Massachusetts 02472; telephone number (617)
673-7800.


                                 INDEMNIFICATION

      Our amended and restated certificate of incorporation provides for us to
indemnify our directors and officers to the fullest extent authorized by
Delaware law. This indemnification would cover all expenses and liabilities
reasonably incurred in connection with their services for or on behalf of us. In
addition, our amended and restated certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us for
breaches of their fiduciary duty as directors, unless they violated their duty
of loyalty to us or our stockholders, acted in bad faith, knowingly or
intentionally violated the law, authorized illegal dividends or redemptions or
derived an improper personal benefit from their action as directors.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

                                      -12-
<PAGE>
           PART II

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by the Registrant with the
Commission, are incorporated in the Registration Statement by reference:

      (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2000, filed with the Commission pursuant to the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
            April 2, 2001, and the exhibits therein;

      (2)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended March 31, 2001, filed with the Commission pursuant to the
            Exchange Act on May 15, 2001;

      (3)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended June 30, 2001, filed with the Commission pursuant to the
            Exchange Act on August 14, 2001;

      (4)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended September 30, 2001, filed with the Commission pursuant to the
            Exchange Act on November 14, 2001;

      (5)   The Registrant's Current Report on Form 8-K dated August 22, 2001,
            filed with the Commission pursuant to the Exchange Act on August 24,
            2001, and the exhibits therein;

      (6)   The Registrant's Current Report on Form 8-K dated October 29, 2001,
            filed with the Commission pursuant to the Exchange Act on October
            29, 2001, and the exhibits therein;

      (7)   The Registrant's Current Report on Form 8-K dated November 5, 2001,
            filed with the Commission pursuant to the Exchange Act on November
            5, 2001, and the exhibits therein; and

      (8)   The description of the shares of common stock, par value $.01 per
            share, 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 Exchange Act, which incorporates by
            reference the description of the shares of common stock, par value
            $.01 per share, 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.
<PAGE>
      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 of
this Registration Statement and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein and to be
a part hereof 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 or is 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.

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Mr. Gerald Eppner is a director of the Company and a member of its audit
committee and is a partner in Cadwalader, Wickersham & Taft, a New York law firm
that provides certain legal services to the Company. Cadwalader, Wickersham &
Taft rendered a legal opinion as to the legality of the Common Stock registered
under this Registration Statement and prepared this Registration Statement and
reoffer prospectus filed with this Registration Statement with respect to the
Common Stock. In his capacity as a director of the Company, Mr. Eppner received
80,000 shares of Common Stock pursuant to a compensation award stock agreement
with the Company for his past services rendered as a director to the Company,
which are being offered for resale under this reoffer prospectus.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subsection (a) of Section 145 of the General Corporation Law of Delaware
(the "DGCL") empowers a corporation to indemnify any 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, employee or agent of the
corporation or is or was serving at the request of the corporation 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 such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
<PAGE>
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

      Section 145 of the DGCL further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that indemnification or
advancement of expenses provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

      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
provides that a director shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
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, or (iv) for any transaction from which the director
derived an improper personal benefit.

      Article IX, Section 3 of the Registrant's By-laws provides that the
Registrant shall, to the fullest extent permitted by the DGCL, indemnify its
directors and may, if authorized by the Registrant's board of directors,
indemnify its officers, employees and agents and any and all persons whom the
Registrant shall have power to indemnify against any and all expenses,
liabilities or other matters.
<PAGE>
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      The shares of Company Common Stock to be offered and sold under the
reoffer prospectus were initially issued by the Company in transactions deemed
exempt from registration under the Securities Act in reliance on the exemption
from the registration requirements of the Securities Act contained in Section
4(2) thereof covering transactions by an issuer not involving any public
offering.

ITEM 8.     EXHIBITS.

            Exhibit  No.                         Document
            ------------                         --------

            4.1               Form of Compensation Award Stock Agreement for
                              Non-Employee Directors.

            5                 Opinion of Cadwalader, Wickersham & Taft, counsel
                              for the Registrant, as to 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).

ITEM 9.     UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (a) 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;

            (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 thereto) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in the volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the SEC pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than a 20 percent change in the maximum aggregate
<PAGE>
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective 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 the undertakings set forth in paragraphs (a)(i)
      and (a)(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 SEC by the registrant pursuant to
      Section 13 or Section 15(d) of the Exchange Act that are incorporated by
      reference in this Registration Statement.

      (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.

      (c) 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.

      (d) 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
15(d) of the Exchange Act 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.

      (e) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

      (f) 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 provisions referred to in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the SEC 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 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
<PAGE>
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.
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Watertown, State of Massachusetts, on March 25, 2002.


                                     OXIGENE, INC.
                                        (Registrant)

                                     By: /s/ Bjorn Nordenvall
                                         ---------------------------------------
                                         Bjorn Nordenvall
                                         President, Chief Executive Officer and
                                         Vice-Chairman of the Board of Directors

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


       SIGNATURE                        TITLE                       DATE
       ---------                        -----                       ----

/s/ Bjorn Nordenvall        President, Chief Executive         March 25, 2002
-------------------------   Officer and Vice- Chairman of
Bjorn Nordenvall            the Board of Directors
                            (Principal Executive Officer)


/s/ Frederick W. Driscoll   President of Operations and        March 25, 2002
-------------------------   Finance (Principal Financial
Frederick W. Driscoll       and Accounting Officer)


/s/ Joel-Tomas Citron       Chairman of the Board              March 25, 2002
-------------------------   of Directors
Joel-Tomas Citron

/s/ Gerald A. Eppner
-------------------------   Director                           March 25, 2002
Gerald A. Eppner

/s/ Michael Ionata
-------------------------   Director                           March 25, 2002
Michael Ionata

/s/ Arthur B. Laffer
-------------------------   Director                           March 25, 2002
Arthur B. Laffer
<PAGE>

                                  EXHIBIT INDEX
                                  -------------



  Exhibit No.                           Document
  -----------                           --------

      4.1         Form of Compensation Award Stock Agreement for Non-Employee
                  Directors.

      5           Opinion of Cadwalader, Wickersham & Taft, counsel for the
                  Registrant, as to 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).
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--------------------------------------------------------------------------------

                                  UNITED STATES
                       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                                       13-3679168
  (State or other jurisdiction of                        (I.R.S. Employer
         incorporation or                               Identification No.)
           organization)

                               321 Arsenal Street
                               Watertown, MA 02472
                                 (617) 673-7800
        (Address, including Zip Code, of principal executive offices)

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

                       Compensation Award Stock Agreements
                   Between Registrant And Certain Directors
                            (Full title of the Plans)

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

                            Gerald A. Eppner, Esq.
                          Cadwalader, Wickersham & Taft
                                 100 Maiden Lane
                            New York, New York 10038
                                 (212) 504-6000

     (Name and address, including Zip Code, telephone number and area code,
                              of agent for service)

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

 Title of Securities      Amount to be     Proposed Maximum    Proposed Maximum      Amount of
   to be Registered        Registered          Offering           Aggregate        Registration
                                            Price Per Share     Offering Price          Fee
---------------------------------------------------------------------------------------------------
Common Stock, $0.01     475,977 shares          $2.32            $1,104,267           $102
      par value
===================================================================================================
EXPLANATORY NOTE

      OXiGENE, Inc. (the "Company") has prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "Securities Act"), to register resales of certain shares of
Company common stock, par value $.01, issued under compensation award stock
agreements entered into by the Company and certain Company directors for past
services rendered to the Company.

      This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with the requirements of Part I of
Form S-3 under the Securities Act. The second part contains information required
in the registration statement under Part II of Form S-8.
REOFFER PROSPECTUS

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

                                  OXiGENE, Inc.
                               321 Arsenal Street
                               Watertown, MA 02472
                                 (617) 673-7800

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

                         475,977 Shares of Common Stock

      Up to an aggregate of 475,977 shares of common stock, par value $0.01 per
share, of OXiGENE, Inc., a Delaware corporation (the "Company" or "OXiGENE"),
may be offered and sold from time to time by certain stockholders of the Company
identified in this reoffer prospectus (the "Common Stock"). See "Selling
Stockholders" beginning on page 7. The Company's common stock is traded on the
Nasdaq National Market under the symbol "OXGN."

      The shares of Common Stock are "restricted securities" under the
Securities Act of 1933, as amended (the "Securities Act"), before their sale
under this reoffer prospectus. This reoffer prospectus has been prepared for the
purpose of registering the Common Stock under the Securities Act to allow future
sales by the selling stockholders. To the knowledge of the Company, the selling
stockholders have no arrangement with any brokerage firm for the sale of the
Common Stock. The selling stockholders and participating brokers and dealers may
be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of the Common Stock by the selling
stockholders and any commissions or discounts received by brokers or dealers in
connection with the sale of the Common Stock may be deemed to be underwriting
compensation under the Securities Act.

      YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 1 OF THIS
REOFFER PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

      You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. This reoffer prospectus
may only be used where it is legal to sell these securities. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.

            The date of this reoffer prospectus is March 25, 2002
                          -------------------------
TABLE OF CONTENTS

                                                                            Page
                                                                            ----
THE COMPANY..................................................................1

RISK FACTORS.................................................................1

USE OF PROCEEDS..............................................................7

SELLING STOCKHOLDERS.........................................................7

PLAN OF DISTRIBUTION.........................................................8

INTERESTS OF NAMED EXPERTS AND COUNSEL......................................10

EXPERTS.....................................................................10

LEGAL MATTERS...............................................................10

WHERE YOU CAN FIND MORE INFORMATION.........................................10

INCORPORATED DOCUMENTS BY REFERENCE.........................................11

INDEMNIFICATION.............................................................12

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                           FORWARD-LOOKING STATEMENTS

      Our disclosure in this reoffer prospectus contains "forward-looking
statements." Forward-looking statements are our current expectations or
forecasts of future events. You can identify these statements by the fact that
they do not relate strictly to historic or current facts. They use words such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and
other words and terms of similar meaning. These include statements, among
others, relating to our planned future actions, our research and development
plans, our prospective products or product approvals, our beliefs with respect
to the sufficiency of our cash and cash equivalents, plans with respect to
funding operations, projected expense levels and the outcome of contingencies,
such as future financial results.

      Any or all of our forward-looking statements in this report may turn out
to be wrong. They can be affected by inaccurate assumptions we might make or by
known or unknown risks and uncertainties. Consequently, no forward-looking
statement can be guaranteed. Actual results may vary materially. The
uncertainties that may cause differences include, but are not limited to, the
ability of the Company to obtain collaborative or licensing arrangements; the
availability of necessary funds and our ability to raise capital when needed and
on reasonable terms, or at all; the efficacy of our potential products and their
efficacy at acceptable dosage levels; developing or contracting for the
necessary manufacturing processes; gaining necessary regulatory approvals and
protecting our intellectual property and the impact of competition and
technological advances on our planned products.

      We will not update forward-looking statements, whether as a result of new
information, future events or otherwise, unless required by law. You are advised
to consult any further disclosures we make in our reports to the Securities and
Exchange Commission including our 10-Q, 8-K and 10-K reports. Our filings list
various important factors that could cause actual results to differ materially
from expected results. We note these factors for investors as permitted by the
Private Securities Litigation Reform Act of 1995. You should understand that it
is not possible to predict or identify all such factors. Consequently, you
should not consider any such list to be a complete set of all potential risks or
uncertainties.
THE COMPANY

      OXiGENE is an international biopharmaceutical company engaged principally
in research into and the development of products for use in the treatment of
cancer. The Company's activities initially were directed primarily towards
products designed to complement and enhance the clinical efficacy of radiation
and chemotherapy, which are the most common and traditional forms of
non-surgical cancer treatment. In recent years, however, the Company's efforts
have focused on developing products for application as direct cancer treatment
agents, particularly vascular targeting agents ("VTA"). Additionally, the
Company is investigating whether certain of its developmental-stage products may
have a use as anti-inflammatory agents and in other applications such as
treating ocular diseases characterized by neo-vascularization and in stent
restenosis.

                                  RISK FACTORS

      History of Losses and Anticipated Future Financial Results; Uncertainty of
Future Profitability. The Company has experienced net losses every year since
its inception and, as of December 31, 2001, had an accumulated deficit of
approximately $60.6 million. The Company anticipates incurring substantial
additional losses over at least the next several years due to, among other
factors, the need to expend substantial amounts on its continuing clinical
trials and anticipated research and development activities and the general and
administrative expenses associated with those activities. The Company has not
commercially introduced any product and its potential products are in varying
early stages of development and testing. The Company's ability to attain
profitability will depend upon its ability to develop products that are
effective and commercially viable, to obtain regulatory approval for the
manufacture and sale of its products and to license or otherwise market its
products successfully. There can be no assurance that the Company will ever
achieve profitability or that profitability, if achieved, will be sustained on
an ongoing basis.

      Early Stage of Product Development; Uncertainties of Clinical Trials;
Unproven Safety and Efficacy. OXiGENE's products are in an early stage of
development. In order to achieve profitable operations, the Company, alone or in
collaboration with others, must successfully develop, manufacture, introduce and
market its products. The time frame necessary to achieve market success for any
individual product is long and uncertain. The products currently under
development by the Company will require significant additional research and
development and extensive pre-clinical and clinical testing prior to application
for commercial use. A number of companies in the biotechnology and
pharmaceutical industries have suffered significant setbacks in clinical trials,
even after showing promising results in early or later stage studies or clinical
trials. Although the Company has obtained some favorable results to date in
pre-clinical studies and clinical trials of certain of its potential products,
such results may not be indicative of results that will ultimately be obtained
in or throughout such clinical trials, and there can be no assurance that
clinical testing will show any of the Company's products to be safe or capable
of producing a desired result. There can also be no assurance that the Company's
research or product development efforts or those of its collaborative partners
will be successfully completed, that any compounds currently under development
by the Company will be successfully developed into drugs, or that any potential
products will receive regulatory approval on a timely basis, if at all. If any
such problems occur, the Company could be materially and adversely affected.

      Sufficiency of Existing Capital Resources; Possible Need for Additional
Funds; Uncertainty of Future Funding. The Company's operations to date have
consumed substantial amounts of cash. Negative cash flow from the Company's
operations is expected to continue over at least the next several years. The
Company does not currently have any commitments or plans to raise additional
capital by selling equity, issuing debt or entering into any collaboration that
would provide material funding. The Company intends to fund operations over the
period of at least the foreseeable future, from its existing cash, cash
equivalents and capital. These plans may change if the Company's existing cash,
cash equivalents and capital are not sufficient to funds operations either
because the Company's predictions and expectations as to its capital needs were
wrong or if circumstances or events occur that cause the Company's capital needs
to increase. The Company's actual capital requirements will depend on numerous
factors, including: the progress of and results of its pre-clinical testing and
clinical trials of its VTAs under development, including CA4P, its lead
Combretastatin based compound; the progress of the Company's research and
development programs; the time and costs expended and required to obtain any
necessary or desired regulatory approvals; the resources, if any, that the
Company devotes to developing manufacturing methods and advanced technologies;
the ability of the Company to enter into licensing arrangements, including any
unanticipated licensing arrangements that may be necessary to enable the Company
to continue the Company's development and clinical trial programs; the costs and
expenses of filing, prosecuting and, if necessary, enforcing the Company's
patent claims, or defending the Company against possible claims of infringement
by the Company of third party patent or other technology rights; the cost of
commercialization activities and arrangements, if any, undertaken by the
Company; and, if and when approved, the demand for the Company's products, which
demand is dependent in turn on circumstances and uncertainties that cannot be
fully known, understood or quantified unless and until the time of approval, for
example the range of indications for which any product is granted approval.
Under the Company's current operating plan and capital budget, and based on
current costs' expectations, the Company believes its existing capital as of the
end of fiscal year 2001 is sufficient to fund operations through completion of
clinical trials and the FDA approval process of CA4P, its lead compound, whether
or not such approval is ultimately obtained. The Company cannot predict with any
certainty the success of any clinical trials, whether or not FDA approval will
ultimately be obtained and if obtained whether such approval will take longer
than expected. Due to the numerous risks and uncertainties of the drug
development and FDA approval process, the Company cannot guarantee that its
current cash, cash equivalents and capital will be sufficient to fund the
completion of the development of CA4P and the FDA approval process related to
CA4P. If its existing funds are not sufficient, the Company would be required to
seek additional funding and/or take other measures. In addition, the Company is
certain it will have to raise substantial additional funds: (i) if FDA approval
is obtained on the CA4P compound, to bring such compound to market, including
arranging for or developing manufacturing capabilities and completing marketing
and other commercialization activities related to CA4P; (ii) to complete the
development of any additional products other than the development and FDA
approval process related to CA4P; and (iii) to bring any other potential product
to market. Issuance of additional equity securities by the Company, for these or
any other purpose, would result in dilution to then existing stockholders. If

                                      -2-
additional financing is needed, there can be no assurance that additional
financing will be available on acceptable terms when needed, if at all. If
adequate funds are not available on acceptable terms when needed, the Company
would be required to delay, scale back or eliminate one or more of its product
development programs or seek to obtain funds through arrangements with
collaborative partners (or others) which arrangements may include a requirement
that the Company relinquish rights to certain of its technologies or products or
rights related to its technologies or products that the Company would not
otherwise relinquish. The failure by the Company to obtain funding when and in
the amounts needed and/or the Company's acceptance of funding on terms that are
not favorable to the Company or less favorable to the Company than the Company
would ordinarily desire, would have a material adverse effect on the Company's
financial position and results of operations.

      Dependence on Others for Clinical Development and Manufacturing and
Marketing. The Company has limited experience in drug development, the
regulatory approval process, manufacturing and marketing. Accordingly, OXiGENE
has depended, and in the future is likely to continue to depend, on others for
assistance in many areas, including research, conducting pre-clinical testing
and clinical trials, the regulatory approval process, manufacturing and
marketing. Although the Company considers its relations with existing
collaborative partners to be satisfactory, some of its current arrangements are
short-term in nature.

      On February 28, 2002, the Company entered into an agreement with Peregrine
Pharmaceuticals, Inc. ("Peregrine") to conclude their Arcus Therapeutics LLC
joint venture. Under the terms of the agreement, Peregrine paid OXiGENE $2.0
million and OXiGENE reacquired full rights and interest to the vascular
targeting platform the Company contributed to the joint venture, as well as any
new discoveries based on the Company's contributed technology. OXiGENE
reacquired full rights and interests to the Company's vascular targeting
technology including any new discoveries based on the Company's contribution.

      In October 2001, the Company announced that it had regained its rights to
the Combretastatin anti-tumor compounds licensed to Bristol-Myers Squibb ("BMS")
upon the agreement of the parties to conclude the Research Collaboration and
Licensing Agreement established in December 1999. In February of 2002 the
Company and BMS finalized their termination agreement. As part of the
termination agreement, the Company purchased from BMS finished inventory of
CA4P, and in-licensed certain technologies for which the Company will pay BMS
milestone and royalty payments upon the commercialization of any product
resulting from this licensed technology.

      Funding requirements, competitive factors or prioritization of other
opportunities may lead the Company to seek additional arrangements with third
parties. While OXiGENE is likely to continue to explore other licensing and
development opportunities for its technologies with other companies, there can
be no assurance that the Company will be successful in establishing new,
collaborative agreements or licensing arrangements; that any collaborative
partner will not be pursuing alternative technologies or developing alternative
compounds either on its own or in collaboration with others, directed at the
same diseases as those involved in its collaborative arrangements with the
Company; that any such collaborative partners will devote resources to the
Company's technologies or compounds on a basis favorable to the Company; that
any such arrangements will be on terms favorable to OXiGENE; or that any future

                                      -3-
licensees will be successful in commercializing products. Finally, if the
Company's collaboration arrangements are terminated prior to their expiration or
if the other parties to such arrangements fail to adequately perform, there can
be no assurance that submission of product candidates for regulatory approval
will not be delayed.

      Clinical Trials; Government Regulation and Health Care Reform; Managed
Care. The Company's research and development activities, pre-clinical testing
and clinical trials, and the manufacturing and marketing of its products are
subject to extensive regulation by numerous governmental authorities in the
United States and other countries. Pre-clinical testing and clinical trials and
manufacturing and marketing of OXiGENE's products are and will continue to be
subject to the rigorous testing and approval processes of the FDA, the Swedish
Medical Products Agency and other corresponding foreign regulatory authorities.
Clinical testing and the regulatory process generally take many years and
require the expenditure of substantial resources. In addition, delays or
rejections may be encountered during the period of product development, clinical
testing and FDA regulatory review of each submitted application. Similar delays
may also be encountered in foreign countries. There can be no assurance that,
even after such time and expenditures, regulatory approval will be obtained for
any potential products developed by OXiGENE or that a potential product, if
approved in one country, will be approved in other countries. Moreover, if
regulatory approval of a potential product is granted, such approval may entail
significant limitations on the indicated uses for which that product may be
marketed. Further, even if such regulatory approval is obtained, a marketed
product, its manufacturer and its manufacturing facilities are subject to
continual review and periodic inspections, and later discovery of previously
unknown problems (such as previously undiscovered side effects) with a product,
manufacturer or facility may result in restrictions on such product,
manufacturer or facility, including a possible withdrawal of the product from
the market. Failure to comply with the applicable regulatory requirements can,
among other things, result in fines, suspensions of regulatory approvals,
product recalls, operating restrictions, injunctions and criminal prosecution.
Additionally, new government regulations may be established that could prevent
or delay regulatory approval of the Company's potential products. Further, the
U.S. Congress continues to debate various health care reform proposals which, if
adopted, may have a material adverse effect on the Company. Moreover, continued
cost control initiatives by health care maintenance organizations and similar
programs may affect the financial ability and willingness of patients and their
health care providers to utilize certain therapies which, in turn, could have a
material adverse effect on the Company.

      Competition and Risk of Technological Obsolescence. The Company is engaged
in a rapidly evolving field. Competition from other pharmaceutical companies,
biotechnology companies and research and academic institutions is intense and
expected to increase. Many of those companies and institutions have
substantially greater financial, technical and human resources than the Company.
Those companies and institutions also have substantially greater experience in
developing products, in conducting clinical trials, in obtaining regulatory
approval and in manufacturing and marketing pharmaceutical products.
Accordingly, competitors may succeed in obtaining regulatory approval for their
products more rapidly than the Company. Competitors have developed or are in the
process of developing technologies that are, or in the future may be, the basis
for competitive products. Some of those products may have an entirely different
approach or means of accomplishing the desired therapeutic effect than products
being developed by the Company. There can be no assurance that the Company's

                                      -4-
competitors will not succeed in developing technologies and products that are
more effective and/or cost competitive than those being developed by the Company
or that would render the Company's technology and products less competitive or
even obsolete. In addition, one or more of the Company's competitors may achieve
product commercialization or patent protection earlier than the Company, which
could materially adversely affect the Company.

      Dependence on Patents and Proprietary Technology. To date, OXiGENE's
principal products have been based on certain previously known compounds. The
Company anticipates that the products it develops in the future may include or
be based on the same or other compounds owned or produced by unaffiliated
parties, as well as synthetic compounds it may discover. Although the Company
expects to seek patent protection for any compounds it discovers and/or for any
specific uses it discovers for new or previously known compounds, there is no
assurance that any or all of them will be subject to effective patent
protection. Further, the development of regimens for the administration of
pharmaceuticals, which generally involve specifications for the frequency,
timing and amount of dosages, has been, and the Company believes, may continue
to be, important to the Company's efforts, although those processes, as such,
may not be patentable.

      The Company's success will depend, in part, on its ability to obtain
patents, protect its trade secrets and operate without infringing on the
proprietary rights of others. As of March 25, 2002, the Company is the assignee
of seven granted U.S. patents, nine pending U.S. patent applications, and of
granted patents and/or pending applications in other countries (and/or
international applications designating other countries) corresponding to five of
the granted U.S. patents and eight of the pending U.S. applications, and is also
the exclusive licensee of a number of U.S. and foreign patents and pending
applications and pending international applications. The patent position of
pharmaceutical and biotechnology firms like OXiGENE generally is highly
uncertain and involves complex legal and factual questions, resulting in both an
apparent inconsistency regarding the breadth of claims allowed in U.S. patents
and general uncertainty as to their legal interpretation and enforceability.
Accordingly, there can be no assurance that patent applications assigned or
exclusively licensed to the Company will result in patents being issued, that
any issued patents assigned or exclusively licensed to the Company will provide
the Company with competitive protection or will not be challenged by others, or
that the current or future granted patents of others will not have an adverse
effect on the ability of the Company to do business and achieve profitability.
Moreover, since some of the basic research relating to one or more of the
Company's patent applications and/or patents was performed at various
universities and/or funded by grants, there can be no assurance that one or more
universities, employees of such universities and/or grantors will not assert
that they have certain rights in such research and any resulting products.
Furthermore, there can be no assurance that others will not independently
develop similar products, will not duplicate any of the Company's products or,
around the patent rights of the Company. In addition, as a result of assertion
of rights by a third party or otherwise, the Company may be required to obtain
licenses to patents or other proprietary rights of others in or outside of the
United States. No assurance can be given that any licenses required under any
such patents or proprietary rights would be made available on terms acceptable
to the Company, if at all. If the Company does not obtain such licenses, it
could encounter delays in product market introductions while it attempts to
design around such patents. In addition, the Company could incur substantial
costs in defending itself in suits brought against it or in connection with
patents to which it holds a license or in bringing suit to protect the Company's

                                      -5-
own patents against infringement. The Company requires employees, consultants
and the institutions that perform its pre-clinical and clinical tests to enter
into confidentiality agreements with the Company. Those agreements provide that
all confidential information developed or made known to the individual during
the course of the relationship with the Company is to be kept confidential and
not to be disclosed to third parties, except in specific circumstances. There
can be no assurance, however, that any such agreement will provide meaningful
protection for the Company's trade secrets or other confidential information in
the event of unauthorized use or disclosure of such information.

      Dependence on Certain Officers, Directors, Principal Consultants and
Others. The Company believes that its success is, and will likely continue to
be, materially dependent upon its ability to retain the services of certain of
its current officers, directors, principal consultants and others, particularly
Joel-Tomas Citron, Dr. Bjorn Nordenvall, Dr. David Chaplin and Frederick
Driscoll. The loss of the services of any of these individuals could have a
material adverse effect on the Company. In addition, the Company has established
relationships with universities, hospitals and research institutions, which have
historically provided, and continue to provide, the Company with access to
research laboratories, clinical trials, facilities and patients. Additionally,
the Company believes that it may, at any time and from time to time, be
materially dependent on the services of consultants and other unaffiliated third
parties.

      Product Liability Exposure; Limited Insurance Coverage. The use of the
Company's potential products in clinical trials and for commercial applications,
if any, may expose the Company to liability claims, in the event such products
cause injury, disease or result in adverse effects. These claims could be made
directly by health care institutions, contract laboratories, patients or others
using such products. Although the Company has obtained liability insurance
coverage for its ongoing clinical trials, and there can be no assurance that
such coverage will be in amounts sufficient to protect the Company and the
occurrence of any product liability claims or product recalls could have a
material adverse effect on the financial condition and prospects of the Company.
Further, adverse product and similar liability claims could negatively impact
the Company's ability to obtain or maintain regulatory approvals for its
technology and products under development.

      Price Volatility of the Common Stock. The market price of the common stock
has been, and likely will continue to be highly volatile. Factors including the
Company's or its competitors results, clinical trials, research development
announcements by the Company or its competitors and government regulatory action
affecting the Company's potential products in both the United States and foreign
countries have had, and may continue to have, a significant effect on the
Company's results of operations and on the market price of the Company's common
stock. As of December 31, 2001, an aggregate of 25,100 stock appreciation rights
("SAR's"), with a weighted average exercise price of $7.51 per SAR, had been
granted to certain clinical investigators and consultants. The Company is not
required to make any cash payments upon exercise of any such SAR. If and when
the spread between the market price of the Company's common stock and the
exercise price of the SAR's changes, the charge for financial reporting purposes
to research and development will be adjusted to reflect an increase or decrease,
as the case may be, in the market price of the Company's common stock. In
addition, as of December 31, 2001, the Company had issued options to purchase an
aggregate of 12,000 shares of its common stock to certain consultants and

                                      -6-
advisory board members who are not employees. Such options are accounted for at
their fair value and also result in a charge for financial reporting purposes.
The future charge related to these options are also influenced by changes in the
market price of the Company's common stock. In addition, substantially all of
the shares of the Company's common stock issuable upon exercise of outstanding
options, SAR's have been registered for sale and may be sold from time to time
hereafter. Such sales, as well as future sales of the Company's common stock by
existing stockholders, or the perception that sales could occur, could adversely
affect the market price of the Company's common stock. The price and liquidity
of the Company's common stock may also be significantly affected by trading
activity and market factors related to the Nasdaq and Stockholm Stock Exchange
markets, which factors and the effects may differ between those markets.

      No Dividends. The Company has not declared or paid dividends on its common
stock since its inception and does not intend to declare or pay any dividends to
its stockholders in the foreseeable future.

                                 USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Common
Stock by the selling stockholders to others. All sales proceeds will be received
by the selling stockholders.

                              SELLING STOCKHOLDERS

      The shares of Common Stock to which this reoffer prospectus relates are
being registered for reoffers and resales by the selling stockholders, who
acquired the Common Stock pursuant to compensation award stock agreements with
the Company for past services rendered to the Company.

      The table below sets forth with respect to the selling stockholders, based
upon information available to the Company as of March 20, 2002, the number of
shares of Company common stock owned (including, where applicable, the Common
Stock covered by this reoffer prospectus, Company common stock not covered by
this reoffer prospectus and options to purchase Company common stock), the
number of shares of Common Stock registered by this reoffer prospectus and the
number and percent of outstanding shares of Company common stock that will be
owned after the sale of the registered Common Stock assuming the sale of all of
the registered Common Stock.

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

                                          NUMBER OF
                                          SHARES OF     NUMBER OF    PERCENTAGE
                          NUMBER OF        COMPANY      SHARES OF    OF SHARES
                          SHARES OF      COMMON STOCK    COMPANY     OF COMPANY
                        COMPANY COMMON  REGISTERED BY     COMMON       COMMON
                         STOCK OWNED     THIS REOFFER  STOCK OWNED  STOCK OWNED
SELLING STOCKHOLDERS     BEFORE SALE      PROSPECTUS    AFTER SALE   AFTER SALE
--------------------------------------------------------------------------------

Marvin Caruthers(1)        80,000          80,000              0         0
--------------------------------------------------------------------------------
Joel-Tomas Citron(2)      355,977          30,977        325,000         2.8%
--------------------------------------------------------------------------------

                                      -7-
Gerald Eppner(3)           80,000          80,000              0         0
--------------------------------------------------------------------------------
Arthur Laffer(4)           80,000          80,000              0         0
--------------------------------------------------------------------------------
Nordberg Capital,          85,000          85,000              0         0
Inc.(5)
--------------------------------------------------------------------------------
Ronald Pero(6)            256,821         120,000        136,821         1.2%
--------------------------------------------------------------------------------

(1)   Dr. Caruthers is a member of our board of directors.

(2)   Mr. Citron is the chairman of our board of directors. Of the shares listed
in the table and as provided in Mr. Citron's employment agreement with the
Company, 175,000 represent shares subject to transfer restrictions; 150,000
represent options to purchase Company common stock which are subject to
forfeiture and transfer restrictions.

(3)   Mr. Eppner is a member of our board of directors and a partner with
Cadwalader, Wickersham & Taft, a New York law firm that provides certain legal
services to the Company.

(4)   Dr. Laffer is a member of our board of directors.

(5)   Nordberg Capital,  Inc. is an investment  banking firm based in New York
City.  Mr.  Michael  Ionata,  a  member  of our  board  of  directors,  is the
Executive  Vice  President  of Nordberg  Capital,  Inc. Mr.  Ionata  disclaims
beneficial  ownership  of the shares of Company  common stock held by Nordberg
Capital, Inc.

(6)   Within the last three years, Dr. Pero has been a member of our board of
directors and a consultant to the Company. Of the shares listed in the table,
46,821 represent shares subject to transfer restrictions and 90,000 represent
options to purchase Company common stock which are subject to forfeiture and
transfer restrictions.

                              PLAN OF DISTRIBUTION

      The selling stockholders and any of their pledgees, donees, assignees,
transferees, may sell any or all of the shares of Common Stock for value from
time to time under this reoffer prospectus in one or more transactions on the
Nasdaq Stock Market or any stock exchange, market or trading facility on which
the Common Stock is traded, in a negotiated transaction or in a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated. The
selling stockholders will act independently of the Company in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may use any one or more of the following methods when selling
shares:

      o   ordinary brokerage transactions and transactions in which the broker
          dealer solicits purchasers;

      o   block trades in which the broker dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block as
          principal to facilitate the transaction;

      o   purchases by a broker-dealer as principal and resale by the broker
          dealer for its account;

      o   an exchange distribution in accordance with the rules of the
          applicable exchange;

      o   privately negotiated transactions;

                                      -8-
o   underwritten offerings;

      o   short sales;

      o   agreements by the broker-dealer and the selling stockholders to sell a
          specified number of such shares at a stipulated price per share;

      o   a combination of any such methods of sale; and

      o   any other method permitted by applicable law.

      The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to the Company in certain circumstances rather than under this reoffer
prospectus.

      Unless otherwise prohibited, the selling stockholders may enter into
hedging transactions with broker dealers or other financial institutions in
connection with distributions of the shares or otherwise. In such transactions,
broker dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling stockholders.
The selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades. If the selling stockholders sell shares short, they may redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker dealers or financial
institutions which require the delivery to the broker dealer or the financial
institution of the shares. The broker dealer or financial institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition, the selling stockholders may loan their shares to broker dealers or
financial institutions who are counterparties to hedging transactions and the
broker dealers, financial institutions or counterparties may sell the borrowed
shares into the public market. The selling stockholders may also pledge their
shares to their brokers or financial institutions and under the margin loan the
broker or financial institution may, from time to time, offer and sell the
pledged shares. The selling stockholders have advised us that they have not
entered into any agreements, understandings or arrangements with any
underwriters, broker dealers or financial institutions regarding the sale of
their shares other than ordinary course brokerage arrangements, nor is there an
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholders.

      The selling stockholders and any broker dealers that participate in the
distribution of the Common Stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the Common Stock sold by them may be deemed
to be underwriting discounts and commissions under the Securities Act. All
selling and other expenses incurred by the selling stockholders will be borne by
the selling stockholders.

      There is no assurance that the selling stockholders will sell all or any
portion of the shares of Common Stock offered.

                                      -9-
The Company will pay all expenses in connection with this offering and
will not receive any proceeds from sales of any Common Stock by the selling
stockholders.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      Mr. Gerald Eppner is a director of the Company and a member of its audit
committee and is a partner in Cadwalader, Wickersham & Taft, a New York law firm
that provides certain legal services to the Company. Cadwalader, Wickersham &
Taft rendered a legal opinion as to the legality of the Common Stock offered
under this reoffer prospectus and prepared this reoffer prospectus and related
registration statement on Form S-8 under the Securities Act with respect to the
Common Stock. In his capacity as a director of the Company, Mr. Eppner received
80,000 shares of Common Stock pursuant to a compensation award stock agreement
with the Company for his past services rendered as a director to the Company,
which are being offered for resale under this reoffer prospectus.

                                     EXPERTS

      The consolidated financial statements of the Company and its subsidiaries
appearing in the Company's Annual Report (Form 10-K) for the year ended December
31, 2000, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

                                  LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Cadwalader, Wickersham & Taft, New York, New York.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document the Company files at the SEC's public reference
rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov. Additional information about the Company may also be
obtained at the Company's web site at http://www.oxigene.com.

      The Company has filed with the SEC a registration statement on Form S-8
(the "Registration Statement") under the Securities Act with respect to the
Common Stock. This reoffer prospectus, which constitutes a part of that
Registration Statement, does not contain all the information contained in that
Registration Statement and its exhibits. For further information with respect to
the Company and the Common Stock, you should consult the Registration Statement
and its exhibits. Statements contained in this reoffer prospectus concerning the

                                      -10-
provisions of any documents are necessarily summaries of those documents, and
each statement is qualified in its entirety by reference to the copy of the
document filed with the SEC. The Registration Statement and any of its
amendments, including exhibits filed as a part of the Registration Statement or
an amendment to the Registration Statement, are available for inspection and
copying through the entities listed above.

                       INCORPORATED DOCUMENTS BY REFERENCE

      The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
reoffer prospectus, and information that we file later with the SEC will
automatically update and supersede this information.

      The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 0-21990) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated by reference:

      (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2000, filed with the Commission pursuant to the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
            April 2, 2001, and the exhibits therein;

      (2)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended March 31, 2001, filed with the Commission pursuant to the
            Exchange Act on May 15, 2001;

      (3)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended June 30, 2001, filed with the Commission pursuant to the
            Exchange Act on August 14, 2001;

      (4)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended September 30, 2001, filed with the Commission pursuant to the
            Exchange Act on November 14, 2001;

      (5)   The Registrant's Current Report on Form 8-K dated August 22, 2001,
            filed with the Commission pursuant to the Exchange Act on August 24,
            2001, and the exhibits therein;

      (6)   The Registrant's Current Report on Form 8-K dated October 29, 2001,
            filed with the Commission pursuant to the Exchange Act on October
            29, 2001, and the exhibits therein;

      (7)   The Registrant's Current Report on Form 8-K dated November 5, 2001,
            filed with the Commission pursuant to the Exchange Act on November
            5, 2001, and the exhibits therein; and

                                      -11-
(8)   The description of the shares of common stock, par value $.01 per
            share, 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 Exchange Act, which incorporates by
            reference the description of the shares of common stock, par value
            $.01 per share, 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 that we have filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this reoffer
prospectus and prior to the completion of the offering shall be deemed to be
incorporated by reference into this reoffer prospectus and to be part of this
reoffer prospectus from the date of filing of these documents.

      The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this reoffer prospectus is delivered a copy
of any or all documents incorporated by reference into this reoffer prospectus
except the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. You may request copies by writing
or telephoning Frederick Driscoll, President of Operations and Finance, OXiGENE,
Inc., 321 Arsenal Street, Watertown, Massachusetts 02472; telephone number (617)
673-7800.

                                 INDEMNIFICATION

      Our amended and restated certificate of incorporation provides for us to
indemnify our directors and officers to the fullest extent authorized by
Delaware law. This indemnification would cover all expenses and liabilities
reasonably incurred in connection with their services for or on behalf of us. In
addition, our amended and restated certificate of incorporation provides that
our directors will not be personally liable for monetary damages to us for
breaches of their fiduciary duty as directors, unless they violated their duty
of loyalty to us or our stockholders, acted in bad faith, knowingly or
intentionally violated the law, authorized illegal dividends or redemptions or
derived an improper personal benefit from their action as directors.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

                                      -12-
PART II

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by the Registrant with the
Commission, are incorporated in the Registration Statement by reference:

      (1)   The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2000, filed with the Commission pursuant to the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
            April 2, 2001, and the exhibits therein;

      (2)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended March 31, 2001, filed with the Commission pursuant to the
            Exchange Act on May 15, 2001;

      (3)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended June 30, 2001, filed with the Commission pursuant to the
            Exchange Act on August 14, 2001;

      (4)   The Registrant's Quarterly Report on Form 10-Q for quarterly period
            ended September 30, 2001, filed with the Commission pursuant to the
            Exchange Act on November 14, 2001;

      (5)   The Registrant's Current Report on Form 8-K dated August 22, 2001,
            filed with the Commission pursuant to the Exchange Act on August 24,
            2001, and the exhibits therein;

      (6)   The Registrant's Current Report on Form 8-K dated October 29, 2001,
            filed with the Commission pursuant to the Exchange Act on October
            29, 2001, and the exhibits therein;

      (7)   The Registrant's Current Report on Form 8-K dated November 5, 2001,
            filed with the Commission pursuant to the Exchange Act on November
            5, 2001, and the exhibits therein; and

      (8)   The description of the shares of common stock, par value $.01 per
            share, 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 Exchange Act, which incorporates by
            reference the description of the shares of common stock, par value
            $.01 per share, 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 of
this Registration Statement and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein and to be
a part hereof 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 or is 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.

ITEM 4.    DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Mr. Gerald Eppner is a director of the Company and a member of its audit
committee and is a partner in Cadwalader, Wickersham & Taft, a New York law firm
that provides certain legal services to the Company. Cadwalader, Wickersham &
Taft rendered a legal opinion as to the legality of the Common Stock registered
under this Registration Statement and prepared this Registration Statement and
reoffer prospectus filed with this Registration Statement with respect to the
Common Stock. In his capacity as a director of the Company, Mr. Eppner received
80,000 shares of Common Stock pursuant to a compensation award stock agreement
with the Company for his past services rendered as a director to the Company,
which are being offered for resale under this reoffer prospectus.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subsection (a) of Section 145 of the General Corporation Law of Delaware
(the "DGCL") empowers a corporation to indemnify any 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, employee or agent of the
corporation or is or was serving at the request of the corporation 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 such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

      Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

      Section 145 of the DGCL further provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that indemnification or
advancement of expenses provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145.

      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
provides that a director shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
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, or (iv) for any transaction from which the director
derived an improper personal benefit.

      Article IX, Section 3 of the Registrant's By-laws provides that the
Registrant shall, to the fullest extent permitted by the DGCL, indemnify its
directors and may, if authorized by the Registrant's board of directors,
indemnify its officers, employees and agents and any and all persons whom the
Registrant shall have power to indemnify against any and all expenses,
liabilities or other matters.
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

      The shares of Company Common Stock to be offered and sold under the
reoffer prospectus were initially issued by the Company in transactions deemed
exempt from registration under the Securities Act in reliance on the exemption
from the registration requirements of the Securities Act contained in Section
4(2) thereof covering transactions by an issuer not involving any public
offering.

ITEM 8.     EXHIBITS.

            Exhibit  No.                         Document
            ------------                         --------

            4.1               Form of Compensation Award Stock Agreement for
                              Non-Employee Directors.

            5                 Opinion of Cadwalader, Wickersham & Taft, counsel
                              for the Registrant, as to 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).

ITEM 9.     UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (a) 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;

            (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 thereto) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in this
      Registration Statement. Notwithstanding the foregoing, any increase or
      decrease in the volume of securities offered (if the total dollar value of
      securities offered would not exceed that which was registered) and any
      deviation from the low or high end of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the SEC pursuant to
      Rule 424(b) if, in the aggregate, the changes in volume and price
      represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
      the effective 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 the undertakings set forth in paragraphs (a)(i)
      and (a)(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 SEC by the registrant pursuant to
      Section 13 or Section 15(d) of the Exchange Act that are incorporated by
      reference in this Registration Statement.

      (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.

      (c) 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.

      (d) 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
15(d) of the Exchange Act 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.

      (e) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

      (f) 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 provisions referred to in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the SEC 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 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Watertown, State of Massachusetts, on March 25, 2002.

                                     OXIGENE, INC.
                                        (Registrant)

                                     By: /s/ Bjorn Nordenvall
                                         ---------------------------------------
                                         Bjorn Nordenvall
                                         President, Chief Executive Officer and
                                         Vice-Chairman of the Board of Directors

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

       SIGNATURE                        TITLE                       DATE
       ---------                        -----                       ----

/s/ Bjorn Nordenvall        President, Chief Executive         March 25, 2002
-------------------------   Officer and Vice- Chairman of
Bjorn Nordenvall            the Board of Directors
                            (Principal Executive Officer)

/s/ Frederick W. Driscoll   President of Operations and        March 25, 2002
-------------------------   Finance (Principal Financial
Frederick W. Driscoll       and Accounting Officer)

/s/ Joel-Tomas Citron       Chairman of the Board              March 25, 2002
-------------------------   of Directors
Joel-Tomas Citron

/s/ Gerald A. Eppner
-------------------------   Director                           March 25, 2002
Gerald A. Eppner

/s/ Michael Ionata
-------------------------   Director                           March 25, 2002
Michael Ionata

/s/ Arthur B. Laffer
-------------------------   Director                           March 25, 2002
Arthur B. Laffer
EXHIBIT INDEX
                                  -------------

  Exhibit No.                           Document
  -----------                           --------

      4.1         Form of Compensation Award Stock Agreement for Non-Employee
                  Directors.

      5           Opinion of Cadwalader, Wickersham & Taft, counsel for the
                  Registrant, as to 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).