As filed with the Securities and Exchange Commission on December 22, 1999

                                               Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                          MIRAVANT MEDICAL TECHNOLOGIES
             (Exact name of registrant as specified in its charter)

          Delaware                                       77-0222872
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of organization)

              336 Bollay Drive
          Santa Barbara, California                          93117
  (Address of Principal Executive Offices)                (Zip Code)
                               -------------------

           Miravant Medical Technologies 1996 Stock Compensation Plan
              Miravant Medical Technologies 1992 Stock Option Plan
                    Non-Employee Directors' Stock Option Plan
                       Employment Agreement Stock Options
                            (Full title of the plans)
                               -------------------


                             Gary S. Kledzik, Ph.D.
                      Chairman and Chief Executive Officer
                          Miravant Medical Technologies
                                336 Bollay Drive
                         Santa Barbara, California 93117
                                 (805) 685-9880
            (Name, address and telephone number of agent for service)
                              --------------------

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 300
                         Santa Monica, California 90401
                              --------------------




                                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>     <C>                 <C>                    <C>                    <C>                   <C>


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

                                                     Proposed Maximum       Proposed Maximum
Title of Securities to be    Amount of Shares to    Offering Price per     Aggregate Offering         Amount of
        Registered              be Registered              Share                 Price            Registration Fee

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

 Common Stock, par value
      $.01 per share             3,182,063 (1)            $9.875 (2)         $31,422,872 (2)        $8,295.64


--------------------------- ---------------------- ---------------------- --------------------- ----------------------
</TABLE>


(1)  Includes 2,816,063 shares of Common Stock of Miravant Medical  Technologies
     (the "Company" or the "Registrant") issuable pursuant to awards granted and
     reserved for future  awards that may be granted  under the  Company's  1996
     Stock  Compensation  Plan and 7,500  shares of Common Stock  issuable  upon
     exercise of stock  options  previously  granted  under  certain  employment
     agreements.  Also includes shares being  registered for terminated Plans as
     follows,  336,000  shares of Common Stock issuable upon exercise of options
     previously  granted under the  Company's  1992 Stock Option Plan and 22,500
     shares of Common Stock issuable upon exercise of options previously granted
     under the Company's Non-Employee Directors' Stock Option Plan.

(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low  reported  sale prices of a share of Common  Stock of Miravant  Medical
     Technologies on December 16, 1999 as reported by the Nasdaq Stock Market.








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


     The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan  participants  as  specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as part of this
Registration Statement.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The  following   documents  and  information   previously  filed  with  the
Commission are hereby incorporated by reference:

     a.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998.

     b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended March 31, 1999, June 30, 1999 and September 30, 1999.

     c.   Item  1  of  the  Registrant's  Registration  Statement  on  Form  8-A
          (Registration  No.  0-25544) filed with the Commission on February 13,
          1995 pursuant to Section 12 of the Securities Exchange Act of 1934.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part thereof from the date of filing such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  shares  of the  Company's  Common  Stock  registered
hereunder  will be passed upon for the Company by Bryan Cave LLP,  Santa Monica,
California.

Item 6.   Indemnification of Directors and Officers.

     Section  102(b)(7) of the Delaware  General  Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation  that
directors of the corporation  shall not be personally  liable to the corporation
or its  shareholders  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  shareholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) for payments of unlawful  dividends or unlawful stock  repurchases or
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit. The Company's  Certificate of Incorporation  contains
such a provision.

     Section 145 of the Delaware Law provides that a  corporation  may indemnify
directors  and  officers  as well as other  employees  and  individuals  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement in connection with specified actions,  suits or proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation  - a "derivative  action"),  if they acted in good
faith and in a manner  they  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  their conduct was unlawful.  A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

     The  Registrant  is  presently  subject to Section  2115 of the  California
Corporations Code (the "California Code"), according to which Section 317 of the
California Code applies to the  indemnification of officers and directors of the
Registrant.   Under   Section   317  of   the   California   Code,   permissible
indemnification  by a corporation of its officers and directors is substantially
the same as permissible  indemnification  under Section 145 of the Delaware Law,
except that (i)  permissible  indemnification  does not cover actions the person
reasonably  believed were not opposed to the best interests of the  corporation,
as opposed to those the person  believed  were in fact in the best  interests of
the corporation, (ii) the Delaware Law permits advancement of expenses to agents
other than officers and directors  only upon approval of the board of directors,
(iii) in a case of stockholder approval of indemnification,  the California Code
requires certain minimum votes in favor of such indemnification and excludes the
vote of the potentially  indemnified  person,  and (iv) the California Code only
permits independent counsel to approve  indemnification if an independent quorum
of directors is not obtainable,  while the Delaware Law permits the directors in
any circumstance to appoint counsel to undertake such determination.

     The  Registrant  in its  Bylaws has  provided  for  indemnification  of its
officers, directors,  employees and other agents substantially identical to that
permitted under the California Code. Section 145 of the Delaware Law and Section
317 of the  California  Code  provide  that  they  are not  exclusive  of  other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested  director  vote,  shareholder  vote,  agreement or otherwise.  The
limitation  of  liability   contained  in  the   Registrant's   Certificate   of
Incorporation  and the  indemnification  provision  included in the Registrant's
Bylaws  are  consistent  with  Delaware  Law  Sections  102(b)(7)  and 145.  The
Registrant has also entered into separate  indemnification  agreements  with its
directors and officers that could require the Registrant, among other things, to
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as  directors  and  officers  and to  advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  including  liabilities  that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

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

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number

4.1      Miravant Medical Technologies 1992 Stock Option Plan [A] [10.10]
4.2      Miravant Medical Technologies Non-Employee Directors' Stock Option Plan
         [A] [10.12]
4.3      Amendment No.1 to Miravant Medical Technologies Non-Employee Directors'
         Stock Option Plan [B] [10.6]
4.4      Form of Miravant Medical Technologies Employment Agreement Stock Option
         [A] [10.6]
4.5      Miravant Medical Technologies 1996 Stock Compensation Plan [C]
5.1      Opinion of Bryan Cave LLP
23.1     Consent of Ernst & Young LLP
23.2     Consent of Bryan Cave LLP (included in Exhibit 5.1)

[A]  Incorporated by reference to the exhibit referred to in brackets  contained
     in the Registrant's Registration Statement on Form S-1 (File No. 33-87138).

[B]  Incorporated by reference to the exhibit referred to in brackets  contained
     in the  Registrant's  Form 10-Q for the quarter  ended  September  30, 1995
     (File No. 0-25544).

[C]  Incorporated by reference to Exhibit A to the Registrant's definitive Proxy
     Statement dated April 25, 1997 for the Miravant Medical  Technologies  1997
     Annual Meeting of Shareholders.



Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

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

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the  Registrant's  annual report  pursuant to Section
     13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (and,  where
     applicable,  each  filing  of an  employee  benefit  plan's  annual  report
     pursuant to Section 15(d) of the  Securities  Exchange Act of 1934) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  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.
     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 of 1933 and will
     be governed by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa Barbara, State of California,  on December 20,
1999.

                          Miravant Medical Technologies

                          By:   /S/ Gary S. Kledzik
                          -------------------------
                                Gary S. Kledzik, Ph.D., Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  Gary S.  Kledzik,  Ph.D.  and John M.
Philpott,  or either of them, his  attorneys-in-fact  and agents, each with full
power of substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
<S>          <C>                             <C>                                              <C>

                 Signature                                     Title                                 Date

            /S/ Gary S. Kledzik               Chairman of the Board, Director, and
               ----------------                Chief Executive Officer
                Gary S. Kledzik                                                                December 20, 1999


              /S/ David E. Mai                Director and President                           December 20, 1999
              ----------------
                  David E. Mai

            /S/John M. Philpott               Chief Financial Officer                          December 20, 1999
            -------------------
               John M. Philpott

              /S/ Larry Barels                Director                                         December 20, 1999
            -----------------------
                  Larry Barels

          /S/ William P. Foley II             Director                                         December 20, 1999
          -----------------------
              William P. Foley II

           /S/ Charles T. Foscue              Director                                         December 20, 1999
           ---------------------
               Charles T. Foscue

             /S/ Jonah Shacknai               Director                                         December 20, 1999
          -----------------------
                 Jonah Shacknai
</TABLE>


                                                  INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>         <C>                 <C>                                                            <C>

                                                                                                    Sequentially
            Exhibit                                                                                   Numbered
            Number                                          Exhibit                                     Page

              4.1                Miravant Medical Technologies 1992 Stock Option Plan
                                                                                                [A] [10.10]
              4.2                Miravant Medical Technologies Non-Employee Directors' Stock
                                 Option Plan                                                    [A] [10.12]

              4.3                Amendment No. 1 to Miravant Medical Technologies
                                 Non-Employee Directors' Stock Option Plan                      [B] [10.6]

              4.4                From of Miravant Medical Technologies Employment Agreement
                                 Stock Option                                                   [A] [10.6]

              4.5                Miravant Medical Technologies 1996 Stock Compensation Plan
                                                                                                [C]
              5.1                Opinion of Bryan Cave LLP

             23.1                Consent Of Ernst & Young LLP

             23.2                Consent of Bryan Cave LLP (included in Exhibit 5.1)

              [A]                Incorporated by reference to the exhibit referred to in
                                 brackets contained in the Registrant's Registration
                                 Statement on Form S-1 (File No. 33-87138)

              [B]                Incorporated   by   reference  to  the  exhibit
                                 referred  to  in  brackets   contained  in  the
                                 Registrant's  Form 10-Q for the  quarter  ended
                                 September 30, 1995 (File No. 0-25544).

              [C]                Incorporated  by reference to the  Registrant's
                                 definitive Proxy Statement dated April 25, 1997
                                 for  the  Miravant  Medical  Technologies  1997
                                 Annual Meeting of Shareholders

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22742}]
{"company-data": {"conformed-name": "MIRAVANT MEDICAL TECHNOLOGIES", "cik": "0000933745", "assigned-sic": "2834", "irs-number": "770222872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93385", "film-number": "99778998"}, "business-address": {"street1": "336 BOLLAY DRIVE", "city": "SANTA BARBARA", "state": "CA", "zip": "93117", "phone": "8056859880"}, "mail-address": {"street1": "336 BOLLAY DRIVE", "city": "SANTA BARBARA", "state": "CA", "zip": "93117"}, "former-company": {"former-conformed-name": "PDT INC /DE/", "date-changed": "19941214"}}
As filed with the Securities and Exchange Commission on December 22, 1999

                                               Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          MIRAVANT MEDICAL TECHNOLOGIES
             (Exact name of registrant as specified in its charter)

          Delaware                                       77-0222872
(State or other jurisdiction                (I.R.S. Employer Identification No.)
    of organization)

              336 Bollay Drive
          Santa Barbara, California                          93117
  (Address of Principal Executive Offices)                (Zip Code)
                               -------------------

           Miravant Medical Technologies 1996 Stock Compensation Plan
              Miravant Medical Technologies 1992 Stock Option Plan
                    Non-Employee Directors' Stock Option Plan
                       Employment Agreement Stock Options
                            (Full title of the plans)
                               -------------------

                             Gary S. Kledzik, Ph.D.
                      Chairman and Chief Executive Officer
                          Miravant Medical Technologies
                                336 Bollay Drive
                         Santa Barbara, California 93117
                                 (805) 685-9880
            (Name, address and telephone number of agent for service)
                              --------------------

                                    Copy to:
                             ELIZABETH A. KING, ESQ.
                                 Bryan Cave LLP
                             120 Broadway, Suite 300
                         Santa Monica, California 90401
                              --------------------

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

                                                     Proposed Maximum       Proposed Maximum
Title of Securities to be    Amount of Shares to    Offering Price per     Aggregate Offering         Amount of
        Registered              be Registered              Share                 Price            Registration Fee

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

 Common Stock, par value
      $.01 per share             3,182,063 (1)            $9.875 (2)         $31,422,872 (2)        $8,295.64

--------------------------- ---------------------- ---------------------- --------------------- ----------------------
(1)  Includes 2,816,063 shares of Common Stock of Miravant Medical  Technologies
     (the "Company" or the "Registrant") issuable pursuant to awards granted and
     reserved for future  awards that may be granted  under the  Company's  1996
     Stock  Compensation  Plan and 7,500  shares of Common Stock  issuable  upon
     exercise of stock  options  previously  granted  under  certain  employment
     agreements.  Also includes shares being  registered for terminated Plans as
     follows,  336,000  shares of Common Stock issuable upon exercise of options
     previously  granted under the  Company's  1992 Stock Option Plan and 22,500
     shares of Common Stock issuable upon exercise of options previously granted
     under the Company's Non-Employee Directors' Stock Option Plan.

(2)  Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
     amount of the  registration fee on the basis of the average of the high and
     low  reported  sale prices of a share of Common  Stock of Miravant  Medical
     Technologies on December 16, 1999 as reported by the Nasdaq Stock Market.

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

     The documents containing the information specified in Items 1 and 2 of Part
I of Form S-8 will be sent or given to plan  participants  as  specified in Rule
428(b)(1) and, in accordance with the instructions to Part I, are not filed with
the  Securities  and  Exchange  Commission  (the  "Commission")  as part of this
Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following   documents  and  information   previously  filed  with  the
Commission are hereby incorporated by reference:

     a.   The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998.

     b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
          ended March 31, 1999, June 30, 1999 and September 30, 1999.

     c.   Item  1  of  the  Registrant's  Registration  Statement  on  Form  8-A
          (Registration  No.  0-25544) filed with the Commission on February 13,
          1995 pursuant to Section 12 of the Securities Exchange Act of 1934.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part thereof from the date of filing such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     The  validity  of the  shares  of the  Company's  Common  Stock  registered
hereunder  will be passed upon for the Company by Bryan Cave LLP,  Santa Monica,
California.

Item 6.   Indemnification of Directors and Officers.

     Section  102(b)(7) of the Delaware  General  Corporation Law (the "Delaware
Law") permits a corporation to provide in its certificate of incorporation  that
directors of the corporation  shall not be personally  liable to the corporation
or its  shareholders  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  shareholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) for payments of unlawful  dividends or unlawful stock  repurchases or
redemptions,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit. The Company's  Certificate of Incorporation  contains
such a provision.

     Section 145 of the Delaware Law provides that a  corporation  may indemnify
directors  and  officers  as well as other  employees  and  individuals  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement in connection with specified actions,  suits or proceedings,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of the  corporation  - a "derivative  action"),  if they acted in good
faith and in a manner  they  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  their conduct was unlawful.  A
similar  standard is applicable in the case of derivative  actions,  except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such action,  and the statute  requires
court approval before there can be any indemnification  where the person seeking
indemnification  has been found liable to the corporation.  Under Section 145, a
corporation  shall indemnify an agent of the  corporation for expenses  actually
and  reasonably  incurred if and to the extent such person was successful on the
merits in a proceeding or in defense of any claim, issue or matter therein.

     The  Registrant  is  presently  subject to Section  2115 of the  California
Corporations Code (the "California Code"), according to which Section 317 of the
California Code applies to the  indemnification of officers and directors of the
Registrant.   Under   Section   317  of   the   California   Code,   permissible
indemnification  by a corporation of its officers and directors is substantially
the same as permissible  indemnification  under Section 145 of the Delaware Law,
except that (i)  permissible  indemnification  does not cover actions the person
reasonably  believed were not opposed to the best interests of the  corporation,
as opposed to those the person  believed  were in fact in the best  interests of
the corporation, (ii) the Delaware Law permits advancement of expenses to agents
other than officers and directors  only upon approval of the board of directors,
(iii) in a case of stockholder approval of indemnification,  the California Code
requires certain minimum votes in favor of such indemnification and excludes the
vote of the potentially  indemnified  person,  and (iv) the California Code only
permits independent counsel to approve  indemnification if an independent quorum
of directors is not obtainable,  while the Delaware Law permits the directors in
any circumstance to appoint counsel to undertake such determination.

     The  Registrant  in its  Bylaws has  provided  for  indemnification  of its
officers, directors,  employees and other agents substantially identical to that
permitted under the California Code. Section 145 of the Delaware Law and Section
317 of the  California  Code  provide  that  they  are not  exclusive  of  other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested  director  vote,  shareholder  vote,  agreement or otherwise.  The
limitation  of  liability   contained  in  the   Registrant's   Certificate   of
Incorporation  and the  indemnification  provision  included in the Registrant's
Bylaws  are  consistent  with  Delaware  Law  Sections  102(b)(7)  and 145.  The
Registrant has also entered into separate  indemnification  agreements  with its
directors and officers that could require the Registrant, among other things, to
indemnify  them against  certain  liabilities  that may arise by reason of their
status or service as  directors  and  officers  and to  advance  their  expenses
incurred as a result of any  proceeding  against  them as to which they could be
indemnified,  including  liabilities  that may arise under the Securities Act of
1933. In addition, the Company has purchased directors and officers insurance.

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

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number

4.1      Miravant Medical Technologies 1992 Stock Option Plan [A] [10.10]
4.2      Miravant Medical Technologies Non-Employee Directors' Stock Option Plan
         [A] [10.12]
4.3      Amendment No.1 to Miravant Medical Technologies Non-Employee Directors'
         Stock Option Plan [B] [10.6]
4.4      Form of Miravant Medical Technologies Employment Agreement Stock Option
         [A] [10.6]
4.5      Miravant Medical Technologies 1996 Stock Compensation Plan [C]
5.1      Opinion of Bryan Cave LLP
23.1     Consent of Ernst & Young LLP
23.2     Consent of Bryan Cave LLP (included in Exhibit 5.1)

[A]  Incorporated by reference to the exhibit referred to in brackets  contained
     in the Registrant's Registration Statement on Form S-1 (File No. 33-87138).

[B]  Incorporated by reference to the exhibit referred to in brackets  contained
     in the  Registrant's  Form 10-Q for the quarter  ended  September  30, 1995
     (File No. 0-25544).

[C]  Incorporated by reference to Exhibit A to the Registrant's definitive Proxy
     Statement dated April 25, 1997 for the Miravant Medical  Technologies  1997
     Annual Meeting of Shareholders.

Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

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

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b)  That, for purposes of determining any liability under the Securities Act of
     1933,  each filing of the  Registrant's  annual report  pursuant to Section
     13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (and,  where
     applicable,  each  filing  of an  employee  benefit  plan's  annual  report
     pursuant to Section 15(d) of the  Securities  Exchange Act of 1934) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     Registrant  has been  advised  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.
     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 of 1933 and will
     be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Santa Barbara, State of California,  on December 20,
1999.

                          Miravant Medical Technologies

                          By:   /S/ Gary S. Kledzik
                          -------------------------
                                Gary S. Kledzik, Ph.D., Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  hereby  constitutes  and  appoints  Gary S.  Kledzik,  Ph.D.  and John M.
Philpott,  or either of them, his  attorneys-in-fact  and agents, each with full
power of substitution  for him and in his name,  place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact and agents full power and authority to do so and perform
each and every act and thing  requisite  and  necessary to be done in connection
with this  Registration  Statement,  as fully to all intents and  purposes as he
might or could do in person,  hereby ratifying and confirming all that either of
said  attorneys-in-fact  and  agents,  or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

            /S/ Gary S. Kledzik               Chairman of the Board, Director, and
               ----------------                Chief Executive Officer
                Gary S. Kledzik                                                                December 20, 1999

              /S/ David E. Mai                Director and President                           December 20, 1999
              ----------------
                  David E. Mai

            /S/John M. Philpott               Chief Financial Officer                          December 20, 1999
            -------------------
               John M. Philpott

              /S/ Larry Barels                Director                                         December 20, 1999
            -----------------------
                  Larry Barels

          /S/ William P. Foley II             Director                                         December 20, 1999
          -----------------------
              William P. Foley II

           /S/ Charles T. Foscue              Director                                         December 20, 1999
           ---------------------
               Charles T. Foscue

             /S/ Jonah Shacknai               Director                                         December 20, 1999
          -----------------------
                 Jonah Shacknai
INDEX TO EXHIBITS
Sequentially
            Exhibit                                                                                   Numbered
            Number                                          Exhibit                                     Page

              4.1                Miravant Medical Technologies 1992 Stock Option Plan
                                                                                                [A] [10.10]
              4.2                Miravant Medical Technologies Non-Employee Directors' Stock
                                 Option Plan                                                    [A] [10.12]

              4.3                Amendment No. 1 to Miravant Medical Technologies
                                 Non-Employee Directors' Stock Option Plan                      [B] [10.6]

              4.4                From of Miravant Medical Technologies Employment Agreement
                                 Stock Option                                                   [A] [10.6]

              4.5                Miravant Medical Technologies 1996 Stock Compensation Plan
                                                                                                [C]
              5.1                Opinion of Bryan Cave LLP

             23.1                Consent Of Ernst & Young LLP

             23.2                Consent of Bryan Cave LLP (included in Exhibit 5.1)

              [A]                Incorporated by reference to the exhibit referred to in
                                 brackets contained in the Registrant's Registration
                                 Statement on Form S-1 (File No. 33-87138)

              [B]                Incorporated   by   reference  to  the  exhibit
                                 referred  to  in  brackets   contained  in  the
                                 Registrant's  Form 10-Q for the  quarter  ended
                                 September 30, 1995 (File No. 0-25544).

              [C]                Incorporated  by reference to the  Registrant's
                                 definitive Proxy Statement dated April 25, 1997
                                 for  the  Miravant  Medical  Technologies  1997
                                 Annual Meeting of Shareholders