As filed with the Securities and Exchange Commission on July 15, 2004


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

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

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

           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,
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

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



                         CALCULATION OF REGISTRATION FEE

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

=========================== =================== ===================== ====================== ===================
                                  Amount          Proposed Maximum      Proposed Maximum
  Title of Securities to          to be            Offering Price           Aggregate            Amount of
      be Registered           Registered(1)         Per Share(2)        Offering Price(2)     Registration Fee
=========================== =================== ===================== ====================== ===================

Common Stock..... $0.01 par
value                               4,000,000        $   1.68              $   6,720,000          $    851.42
=========================== =================== ===================== ====================== ===================

(1)    Includes 4,000,000 shares to be registered under the Miravant medical
       Technologies 2000 Stock Compensation Plan (the "Plan"). Pursuant to Rule
       429 of the Securities Act of 1933, as amended (the "Securities Act"), the
       prospectus delivered to participants under the registrant's Plan also
       relates to 6,000,000 shares initially registered under registration
       statement on Form S-8 No. 333-44728 filed on August 29, 2000. This
       Registration Statement shall also cover any additional shares of Common
       Stock which become issuable under the Plan by reason of any stock
       dividend, stock split, recapitalization or any other similar transaction
       effected without the Registrant's receipt of consideration which results
       in an increase in the number of outstanding shares of the Registrant's
       Common Stock.

(2)    With respect to the 4,000,000 shares of Common Stock available for future
       grant under the Plan, the estimated Proposed Maximum Offering Price Per
       Share was estimated pursuant to Rule 457(c) whereby the per share price
       was determined by reference to the last sale reported on the OTC Bulletin
       Board on July 14, 2004, which was $1.68.


<PAGE>

</TABLE>



                                        1

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  and,  pursuant  to Rule 428
promulgated  under the Securities  Act of 1933, as amended,  into the Prospectus
relating to this Registration Statement:

a.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2003.

b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2004.

c.   Our Current Reports on Form 8-K "filed" (and not "furnished")  with the SEC
     on April 1, 2004, April 28, 2004, June 2, 2004 and July 7, 2004.

d.   The  description  of  the  Registrant's   common  stock  contained  in  its
     Registration  Statement  on  Form  8-A  (Registration  No.  0-25544)  filed
     pursuant  to Section  12 of the  Securities  Exchange  Act of 1934 with the
     Commission on February 13, 1995, as amended.

     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.


<PAGE>


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 Independent Registered Public Accounting Firm

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 19, 2004 for the Miravant  Medical  Technologies  2004
     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.


<PAGE>



                                        5

                                   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 July 15, 2004.


                                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>                                    <C>

     Signature                                       Title                                           Date
--------------------------------------------------------------------------------------------------------------

      /S/ Gary S. Kledzik                     Chairman of the Board, Director, and
      -------------------
          Gary S. Kledzik                     Chief Executive Officer (Principal                 July 15, 2004
                                              Executive Officer)


      /S/ David E. Mai                        Director and President                             July 15, 2004
      ----------------
           David E. Mai

      /S/John M. Philpott                     Chief Financial Officer (Principal                 July 15, 2004
      -------------------
         John M. Philpott                     Financial and Accounting Officer)


      /S/ Charles T. Foscue                   Director                                           July 15, 2004
      ---------------------
           Charles T. Foscue

      /S/ Barry Johnson                       Director                                           July 15, 2004
      -----------------
           Barry Johnson


</TABLE>

<PAGE>



                                                                               6

                                                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>     <C>                                             <C>                                             <C>


                                                                                                    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 Independent Registered Public Accounting Firm

             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 19, 2004
                                 for the Miravant Medical Technologies 2004
                                 Annual Meeting of Stockholders.



</TABLE>
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{"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": "333-117386", "film-number": "04916007"}, "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 July 15, 2004

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

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

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

           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,
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304

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

                         CALCULATION OF REGISTRATION FEE
=========================== =================== ===================== ====================== ===================
                                  Amount          Proposed Maximum      Proposed Maximum
  Title of Securities to          to be            Offering Price           Aggregate            Amount of
      be Registered           Registered(1)         Per Share(2)        Offering Price(2)     Registration Fee
=========================== =================== ===================== ====================== ===================

Common Stock..... $0.01 par
value                               4,000,000        $   1.68              $   6,720,000          $    851.42
=========================== =================== ===================== ====================== ===================

(1)    Includes 4,000,000 shares to be registered under the Miravant medical
       Technologies 2000 Stock Compensation Plan (the "Plan"). Pursuant to Rule
       429 of the Securities Act of 1933, as amended (the "Securities Act"), the
       prospectus delivered to participants under the registrant's Plan also
       relates to 6,000,000 shares initially registered under registration
       statement on Form S-8 No. 333-44728 filed on August 29, 2000. This
       Registration Statement shall also cover any additional shares of Common
       Stock which become issuable under the Plan by reason of any stock
       dividend, stock split, recapitalization or any other similar transaction
       effected without the Registrant's receipt of consideration which results
       in an increase in the number of outstanding shares of the Registrant's
       Common Stock.

(2)    With respect to the 4,000,000 shares of Common Stock available for future
       grant under the Plan, the estimated Proposed Maximum Offering Price Per
       Share was estimated pursuant to Rule 457(c) whereby the per share price
       was determined by reference to the last sale reported on the OTC Bulletin
       Board on July 14, 2004, which was $1.68.
1

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  and,  pursuant  to Rule 428
promulgated  under the Securities  Act of 1933, as amended,  into the Prospectus
relating to this Registration Statement:

a.   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 2003.

b.   The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
     March 31, 2004.

c.   Our Current Reports on Form 8-K "filed" (and not "furnished")  with the SEC
     on April 1, 2004, April 28, 2004, June 2, 2004 and July 7, 2004.

d.   The  description  of  the  Registrant's   common  stock  contained  in  its
     Registration  Statement  on  Form  8-A  (Registration  No.  0-25544)  filed
     pursuant  to Section  12 of the  Securities  Exchange  Act of 1934 with the
     Commission on February 13, 1995, as amended.

     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 Independent Registered Public Accounting Firm

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 19, 2004 for the Miravant  Medical  Technologies  2004
     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.
5

                                   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 July 15, 2004.

                                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
      -------------------
          Gary S. Kledzik                     Chief Executive Officer (Principal                 July 15, 2004
                                              Executive Officer)

      /S/ David E. Mai                        Director and President                             July 15, 2004
      ----------------
           David E. Mai

      /S/John M. Philpott                     Chief Financial Officer (Principal                 July 15, 2004
      -------------------
         John M. Philpott                     Financial and Accounting Officer)

      /S/ Charles T. Foscue                   Director                                           July 15, 2004
      ---------------------
           Charles T. Foscue

      /S/ Barry Johnson                       Director                                           July 15, 2004
      -----------------
           Barry Johnson
6

                                                               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 Independent Registered Public Accounting Firm

             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 19, 2004
                                 for the Miravant Medical Technologies 2004
                                 Annual Meeting of Stockholders.