As filed with the Securities and Exchange Commission on August 29, 2000

                                                    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
    of organization)                                         Identification No.)

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

                               -------------------
           Miravant Medical Technologies 2000 Stock Compensation Plan

                            (Full title of the plan)
                               -------------------


                             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:

                               -------------------
                             John T. Sheridan, Esq.
                        Wilson Sonsini Goodrich & Rosati

                               650 Page Mill Road

                           Palo Alto, California 94304

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




                                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                                                       <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              6,000,000               $19.50*            $117,000,000*             $30,888

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


*   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 August 21, 2000 as reported by the Nasdaq Stock Market.



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, 1999.

b.   The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal  quarters
     ended March 31, 2000 and June 30, 2000.

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.

               Not Applicable.

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.
Section 145 of the  Delaware  Law  provides  that it is not  exclusive  of other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested director vote, shareholder vote, agreement or otherwise.

     The Registrant in its Certificate of Incorporation  and Bylaws has provided
for  indemnification of its officers,  directors,  employees and other agents as
permitted under 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 2000 Stock Compensation Plan [A]
5.1      Opinion of Wilson Sonsini Goodrich & Rosati
23.1     Consent of Ernst & Young LLP
23.2     Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1      Power of Attorney (see Page 6)

[A]       Incorporated by reference to Exhibit A to the Registrant's  definitive
          Proxy   Statement   dated  May  8,  2000  for  the  Miravant   Medical
          Technologies 2000 Annual Meeting of Stockholders.

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)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
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 August 25,
2000.


                          Miravant Medical Technologies

                             By: /s/ Gary S. Kledzik
                             -----------------------
                              Gary S. Kledzik, Ph.D., Chairman and
                              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>

                 Signature                                     Title                                 Date

      /S/ Gary S. Kledzik                     Chairman of the Board, Director, and
      -------------------                     Chief Executive Officer                           August 25, 2000
          Gary S. Kledzik

      /S/ David E. Mai                        Director and President                            August 25, 2000
      ----------------
          David E. Mai

      /S/John M. Philpott                     Chief Financial Officer                           August 25, 2000
      -------------------
         John M. Philpott

      /S/ Larry Barels                        Director                                          August 25, 2000
      ----------------
          Larry Barels

      /S/ William P. Foley II                 Director                                          August 25, 2000
      -----------------------
          William P. Foley II

      /S/ Charles T. Foscue                   Director                                          August 25, 2000
      ---------------------
          Charles T. Foscue

      /S/ Jonah Shacknai                      Director                                          August 25, 2000
      ------------------
          Jonah Shacknai

</TABLE>

<PAGE>





                                INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                                Numbered
Number           Exhibit                                                 Page

4.1    Miravant Medical Technologies 2000 Stock Compensation Plan         [A]

5.1    Opinion of Wilson Sonsini Goodrich & Rosati

23.1   Consent Of Ernst & Young LLP

23.2  Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)

24.1   Power of Attorney (see Page 6)

[A]  Incorporated by reference to the  Registrant's  definitive  Proxy Statement
     dated May 8, 2000 for the Miravant Medical Technologies 2000 Annual Meeting
     of Stockholders.


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17081}]
{"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": "333-44728", "film-number": "712418"}, "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 August 29, 2000

                                                    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
    of organization)                                         Identification No.)

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

                               -------------------
           Miravant Medical Technologies 2000 Stock Compensation Plan

                            (Full title of the plan)
                               -------------------

                             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:

                               -------------------
                             John T. Sheridan, Esq.
                        Wilson Sonsini Goodrich & Rosati

                               650 Page Mill Road

                           Palo Alto, California 94304

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

                                           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              6,000,000               $19.50*            $117,000,000*             $30,888

--------------------------- ---------------------- ---------------------- --------------------- ----------------------
*   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 August 21, 2000 as reported by the Nasdaq Stock Market.

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, 1999.

b.   The  Registrant's  Quarterly  Report on Form 10-Q for the  fiscal  quarters
     ended March 31, 2000 and June 30, 2000.

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.

               Not Applicable.

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.
Section 145 of the  Delaware  Law  provides  that it is not  exclusive  of other
indemnification  that  may  be  granted  by  a  corporation's  charter,  bylaws,
disinterested director vote, shareholder vote, agreement or otherwise.

     The Registrant in its Certificate of Incorporation  and Bylaws has provided
for  indemnification of its officers,  directors,  employees and other agents as
permitted under 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 2000 Stock Compensation Plan [A]
5.1      Opinion of Wilson Sonsini Goodrich & Rosati
23.1     Consent of Ernst & Young LLP
23.2     Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1      Power of Attorney (see Page 6)

[A]       Incorporated by reference to Exhibit A to the Registrant's  definitive
          Proxy   Statement   dated  May  8,  2000  for  the  Miravant   Medical
          Technologies 2000 Annual Meeting of Stockholders.

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)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
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 August 25,
2000.

                          Miravant Medical Technologies

                             By: /s/ Gary S. Kledzik
                             -----------------------
                              Gary S. Kledzik, Ph.D., Chairman and
                              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                           August 25, 2000
          Gary S. Kledzik

      /S/ David E. Mai                        Director and President                            August 25, 2000
      ----------------
          David E. Mai

      /S/John M. Philpott                     Chief Financial Officer                           August 25, 2000
      -------------------
         John M. Philpott

      /S/ Larry Barels                        Director                                          August 25, 2000
      ----------------
          Larry Barels

      /S/ William P. Foley II                 Director                                          August 25, 2000
      -----------------------
          William P. Foley II

      /S/ Charles T. Foscue                   Director                                          August 25, 2000
      ---------------------
          Charles T. Foscue

      /S/ Jonah Shacknai                      Director                                          August 25, 2000
      ------------------
          Jonah Shacknai
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                                Numbered
Number           Exhibit                                                 Page

4.1    Miravant Medical Technologies 2000 Stock Compensation Plan         [A]

5.1    Opinion of Wilson Sonsini Goodrich & Rosati

23.1   Consent Of Ernst & Young LLP

23.2  Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)

24.1   Power of Attorney (see Page 6)

[A]  Incorporated by reference to the  Registrant's  definitive  Proxy Statement
     dated May 8, 2000 for the Miravant Medical Technologies 2000 Annual Meeting
     of Stockholders.