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Mail Stop 4720          A p r i l  6 ,  2 0 1 0    Peter J. Langecker, M.D., Ph.D. Chief Executive Officer OXiGENE, Inc. 701 Gateway Blvd., Suite 210 South San Francisco, CA 94080
 Re: OXiGENE, Inc.
  Registration Statement on Form S-3
  Filed March 31, 2010
  File No. 333-165826
 Dear Dr. Langecker:
We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. You are seeking to register the resale of your Series A Warrants and Series C
Warrants, but not the resale of your Seri es B Warrants and Series D Warrants.
Please tell us why you are not seeking to register the resale  of your Series B
Warrants and Series D Warrants.

2. Your legal opinion states, “Series C Warrants have been duly authorized and reserved for issuance, and, when issued upon exercise of  the Series B Warrants in
accordance with their terms, will be validly issued and constitute legal, valid and

Peter J. Langecker, M.D., Ph.D.
OXiGENE, Inc.  April 6, 2010 Page 2

binding agreements of the Company.”  Si nce your Series C Warrants will not be
issued until the Series B Warrants are exer cised, it is premature to register the
resale of the Series C warrants and the sh ares underlying the Series C warrants at
this time.  Please revise your registrati on statement to remove from registration
the Series C Warrants and the shares of common stock underlying these Series C Warrants.  Please also revise your disclo sure to clarify that these Series C
Warrants are not outstanding and are not being registered for resale.

3. You are seeking to register the resale of the shares of common stock underlying
some of the Series A Warrants, Series B Warrants, Series C Warrants and Series
D Warrants, but not all the shares of common stock underlying these warrants.
Please revise your disclosure throughout your registration statement, including your registration fee table and selling secu rityholder table, to clearly state the
number of shares of common underlyi ng your Series A Warrants that are
registered for resale on this registration st atement.  Similar disclosure should be
made for the shares of common stoc k underlying your Series B Warrants and
Series D Warrants.
 Private Placement of Common Sh ares and Warrants, page 5

4. In connection with your Series B Warra nts, Series C Warrants and Series D
Warrants you refer to “the date on whic h [your] stockholders approve the issuance
of shares in the transaction.”  In each in stance, please revise your disclosure to
clarify whether you are seeking to have your  stockholders approve  the exercise of
the respective warrants or the private placement that occurred on March 12, 2010.  Please also disclose why you are seeking to have your stockholders approve the
issuance of shares.  For example, are you seeking this approval in connection with
a stock exchange rule and/or a change of control provision?

5. You disclose that your Series B Warrant s and Series C Warrants are exercisable
upon the earlier of the six month anniversary of the closing date or the date on
which your stockholders appr ove the transaction.  Since these warrants may be
exercisable prior to date upon which your stockholders approve the transaction,
please expand your disclosure to disclose  the consequences if the shares of
common stock underlying the warrants are issued without stoc kholder approval.
 Incorporation of Certain Docu ments by Reference, page 24

6. We note that your registration statement in corporates by reference materials from
your Annual Report on Form 10-K for the year ended December 31, 2009.  This filing does not contain information in Part III that is required by Form 10-K.
Please amend your filing to include Part III information, or file a proxy statement to incorporate this information into your filing by reference.  Your filing must be complete before we take final acti on on the registration statement.

Peter J. Langecker, M.D., Ph.D.
OXiGENE, Inc.  April 6, 2010 Page 3

7. Please revise your filing to incorporate by reference your Form 8-K filed on April
5, 2010.  See Question 123.05 of the S ecurities Act Forms Compliance and
Disclosure Interpretations.
 Exhibit 5.1

8. Please revise your legal opini on to include all securities  which you are seeking to
register on your registration statement. For example, it does not appear that you
have included your 6,578,945 Series A Warrant s to purchase common stock or the
Rights to purchase common st ock in this legal opinion.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 • the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Peter J. Langecker, M.D., Ph.D.
OXiGENE, Inc.  April 6, 2010 Page 4
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
  We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Jennifer Riegel at (202) 551-3575, Suzanne Hayes at (202) 551-3675 or me at (202) 551- 3715 with any questions.
             S i n c e r e l y ,
        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r   cc: Jonathan L. Kravetz, Esq.
Megan N. Gates, Esq.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  One Financial Center  Boston, Massachusetts 02111