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corresp

Asya S. Alexandrovich |  617 210 6820 |  aalexandrovich@mintz.com

    One Financial Center

Boston, MA 02111

617-542-6000

617-542-2241 fax

www.mintz.com

April 3, 2009

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Riegel, Esq.

    Re:

    OXiGENE, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 25, 2009

File No. 0-21990

Ladies and Gentlemen:

          On behalf of OXiGENE, Inc. (the “Company”), we are hereby filing with the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
this response to the letter dated April 1, 2009 from Jeffrey Riedler of the Staff to James B.
Murphy, the Company’s Vice President and Chief Financial Officer (the “Comment Letter”).

          As requested, the comments and responses set forth below are keyed to the numbering of the
comments and the headings used in the Comment Letter and are based upon information provided to
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by the Company.

General

          1. Comment: Please revise to disclose whether you currently have, or do not have, any plans
to issue any of the additional authorized but unissued shares that would be available as a result
of the approval of any of the amendments to the Restated Certificate of Incorporation, including
the increase in authorized shares of common and preferred stock and the additional authorized
shares available as a result of the reverse stock split.

          Response: In response to the Staff’s comment, the Company has deleted the third sentence in
the third paragraph under Proposal 2 on page 8 and replaced it with the following sentence.

          “We currently have no specific understandings, arrangements, agreements or other plans to
issue, in connection with future acquisitions, financings or otherwise, any of the additional

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Boston | Washington | New York | Stamford | Los Angeles | Palo Alto | San Diego | London

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 3, 2009

Page 2

authorized but unissued shares that would be available as a result of the proposed increase in the
number of authorized shares of our common stock.”

          In addition, the Company has added disclosure to the effect that it has no present plans to
issue any shares of preferred stock in the paragraph provided below in response to Comment 2.

          The Company has also added the following sentence at the end of the first full paragraph on
page 10 under Proposal 4.

          “We currently have no specific understandings, arrangements, agreements or other plans to
issue, in connection with future acquisitions, financings or otherwise, any of the unissued and
currently-authorized shares that would become available as a result of the proposed approval and
actual implementation of the reverse stock split of our common stock.”

Proposal 3, page 9

          2. Comment: Please revise your disclosure to include a discussion of the ramifications of
blank check preferred stock.

          Response: In response to the Staff’s comment, the Company has deleted the third paragraph
under Proposal 3 on page 9 and replaced it with the following paragraph.

          “Shares of preferred stock, if issued, would have priority over the common stock with respect
to dividends and other distributions, including the distribution of assets upon liquidation. We
will not solicit further authorization by vote of the stockholders for the issuance of the
preferred stock proposed to be authorized, except as required by law, regulatory authorities or
rules of the NASDAQ Stock Market or any other stock exchange on which our shares may then be
listed. Our Board of Directors has the authority, without further stockholder authorization, to
issue from time to time shares of preferred stock in one or more series and to fix the terms,
limitations, relative rights and preferences and variations of each series. Any preferred stock
issued by us in the future will have no more than one vote per share and will not be issued
specifically for anti-takeover purposes. Although we have no present plans to issue any shares of
preferred stock for any purpose, the issuance of shares of preferred stock, or the issuance of
rights to purchase such shares, could decrease the amount of earnings and assets available for
distribution to the holders of common stock, could adversely affect the rights and powers,
including voting rights, of
the common stock, and could have the effect of delaying, deterring or preventing a change in
control of us or an unsolicited acquisition proposal.”

Proposal 4, page 9

          3. Comment: Please disclose the number of shares that will be outstanding and authorized
following the reverse split assuming a 1:2 reverse split and a 1:10 reverse split.

          Response: In response to the Staff’s comment, the Company has added the following paragraph
after the first paragraph on page 12 under Proposal 4.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 3, 2009

Page 3

          “The following table sets forth the numbers of shares of our common stock that would be issued
and outstanding, authorized and available for issuance following the reverse stock split assuming a
1:2 reverse split and a 1:10 reverse split. The numbers in the table below are based on the
100,000,000 shares of common stock currently authorized and approximately 46,148,325 shares of our
common stock issued and outstanding (excluding treasury shares) and approximately 3,367,625 shares
reserved for issuance upon the conversion of existing securities and exercise of options or
warrants granted under our various stock-based plans and certain agreements as of March 20, 2009.

    Shares Issued and

    Shares Available

    Reverse Stock Split Ratio

    Outstanding

    Shares Authorized

    for Issuance

    1:2

    23,074,162

    100,000,000

    75,242,026

    1:10

    4,614,832

    100,000,000

    95,048,406

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

OXiGENE, Inc.

April 3, 2009

Page 4

          The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Commission from taking any action with respect
to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

          We hope that the above response will be acceptable to the Staff. If you have any questions or
comments regarding the foregoing, kindly contact the undersigned at (617) 210-6820. Thank you for
your time and attention.

    Sincerely,

    /s/ Asya S. Alexandrovich

    Asya S. Alexandrovich

    cc:

    Securities and Exchange Commission

   Jeffrey Riedler, Esq.

   Jennifer Riegel, Esq.

    OXiGENE, Inc.

       Mr. John A. Kollins

   Mr. James B. Murphy

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

       Jonathan L. Kravetz, Esq.

   Megan N. Gates, Esq.