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Correspondence Letter

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

 One Financial Center

 Boston, Massachusetts 02111

 Megan N. Gates

617 542 6000

617 542 2241 fax

 Direct dial 617 348 4443

 mgates@mintz.com

 May 19, 2005

 VIA EDGAR SUBMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 Judiciary Plaza

 450 Fifth Street, N.W., Mail Stop 3-9

 Washington, D.C. 20549

 Attention: Zafar Hasan, Esq.

Re:
V.I. Technologies, Inc.

 Amendment No. 1 to Registration
Statement on Form S-3 filed May 10, 2005

 File No. 333-123781

 Registration Statement on Form S-3 filed April 11, 2005

 File No. 333-123997

 Ladies and Gentlemen:

 On behalf of V.I. Technologies, Inc. (the
“Company”), and as discussed with Zafar Hasan, Esq. of the Staff of the Securities and Exchange Commission on May 16, 2005, we are submitting herewith our further analysis with respect to the integration issues raised by the Staff in its
comment letter dated April 19, 2005 with respect to the Registration Statement on Form S-3 (Reg. No. 333-123781) referenced above (the “Registration Statement”). The Staff’s comment regarding integration issues is reproduced below for
your reference, and our original response, as filed with Amendment No. 1 to the Registration Statement on May 10, 2005, is attached hereto as Appendix A. Accordingly, we have not set forth herein the factual background with respect to the two
offerings at issue here, and any defined terms used in this letter have the same meanings as those given to them in the original response set forth as Appendix A.

 Comment: With respect to the Section 5 issues, we note that in March of this year, the Company filed a Form S-2 at
the same time that it was undertaking the original issuance via private placement that is now the subject of the resale registration statement. Please provide us with an analysis explaining why the two offerings should not be integrated under the
relevant precedent.

 Five Factors Test

 In discussing the May 10 analysis with Mr. Hasan, we agreed that, as
noted in the May 10 response, the Rights Offering and the Private Placement were not distinguishable based upon the “form of consideration” prong of the five factor integration test set forth in SEC Release No. 33-4552. However, after
further consideration of the conversation with Mr. Hasan and of the timing, structure and other characteristics of the Rights Offering and the Private Placement, we respectfully continue to believe that these two offerings are and should be viewed
by the Staff as entirely separate offerings, with distinct

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 May 19, 2005

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purposes, plans, timing and forms of securities issued, and accordingly should not be considered as integrated offerings for any purpose. Our reasoning for
this position, and the basis for such position as drawn from SEC rules and related interpretive guidance, is set forth below.

 Timing

 With respect to the timing of the Private Placement and the Rights Offering, all offering activity with respect to the Private Placement ceased on
December 9, 2004, which was the date on which definitive, binding agreements to purchase the securities in the Private Placement were signed by the investors. Following the signing of the binding agreements, no conditions to closing the Private
Placement remained within the control of the investors, and thus the offering was complete on December 9. Accordingly, no offering activity in the Private Placement was ongoing at the time the Form S-2 relating to the Rights Offering was filed in
March of this year, as was suggested by the Staff’s initial comment. The offering of the Company’s securities represented by the Rights Offering did not commence until the date on which the Registration Statement on Form S-2 relating to
the Rights Offering was filed, on March 9, 2005, which was a full three months following the execution of the definitive agreements with respect to the Private Placement (and, accordingly, three months following the completion of the investment
decisions made by investors in the Private Placement and the termination of that offering). In fact, the prospectus relating to the Rights Offering was not distributed to stockholders until March 28, 2005, which was the event that, as a practical
matter, triggered the commencement of the public offering - which was almost four full months following the termination of offers in the Private Placement. As a result, we respectfully do not believe that the two offerings are sufficiently close in
time as to warrant integration under the five factor analysis.

 With respect to the timing of the initial announcement of the proposed Rights Offering, which announcement was made on December 10, 2004, and in drafting the wording of that announcement, the Company expressly relied upon the safe harbor
provisions of Rule 135 under the Securities Act of 1933, as amended (the “Act”). A copy of the Company’s press release announcing the Rights Offering, which was drafted specifically to comply with the limited notice content permitted
by Rule 135(a)(2) (i) - (viii) (including the provisions of Rule 135(a)(2)(viii)(A), specifically relating to rights offerings), is attached hereto as Appendix B. It is the Company’s view that, in light of the statement in Rule 135(a) that
“[f]or purposes of Section 5 of the Securities Act only, an issuer…that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that
notice” if the rule’s provisions are complied with, the Company’s announcement, which complied with the restrictions of Rule 135, cannot and should not be deemed to have triggered the commencement of the Rights Offering for purposes
of the integration analysis. To treat it as the commencement of the Rights Offering would eviscerate the express safe harbor set forth in Rule 135, on which the Company relied in issuing the press release.

 Plan of Financing

 The Rights Offering and the Private Placement were not viewed by the
Company, in its planning for its post-merger operating capital or in its structuring and analysis of its financing options, to be part of the same plan of financing. As noted in our May 10 response, the Company was required, as an express condition
of its merger with Panacos Pharmaceuticals, Inc. (“Panacos”), to complete the Private Placement in order to have funds with which to operate the business of the combined entity. In our discussion with Mr. Hasan on May 16, Mr. Hasan
indicated that we had included a statement in the May 10 response to the effect that the Rights Offering was also undertaken in order to generate funds with

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which to operate the business of the combined entity. Upon our further review of the May 10 response, we do not find that statement with respect to the
proposed use of the funds from the Rights Offering to be contained in the response. The Company’s position has been, and remains, that the Rights Offering was undertaken voluntarily by the Company as a means of allowing the Company’s
shareholders to purchase shares from the Company at the same, highly discounted price as that which had been agreed upon in the Private Placement. The Company engaged in the Rights Offering to address any perceived inequities that might arise from
the fact that a small group of institutional and accredited investors were granted the opportunity to purchase units at a significant discount, when existing stockholders who wished to purchase additional shares of the Company’s common stock
were required to pay the existing market price.1 This does not represent the same “plan of financing” as
that represented by the Private Placement, which was required as a condition to the closing of the Panacos merger and was designed to raise substantial capital so as to ensure operating proceeds for the Company’s business for an extended period
of time.

 The Private Placement was expressly designed to raise
substantial capital from institutional investors to fund ongoing operations and to broaden the Company’s institutional stockholder base. The Company raised an aggregate of $20 million in the Private Placement, thereby fulfilling the condition
to the completion of its merger and providing funds for the operation of the combined company until the end of 2005. By contrast, the Company was limited by the terms of the Securities Purchase Agreement entered into with the investors in the
Private Placement to raising a maximum of $5.5 million in the Rights Offering. The Rights Offering was not designed or intended to raise substantial capital. Instead, the Rights Offering was designed as a device to create equality of opportunity
with respect to an investment in the Company for all Company stockholders. In fact, and as anticipated by the Company, the Rights Offering resulted in only a modest capital infusion ($2.2 million in proceeds). Moreover, as confirmation that the
Company did not view the Rights Offering as a meaningful source of operating capital, the Company did not take any potential funds from the Rights Offering into account in its budgeting for the operations of the combined company following the
merger.

 Lastly, as further evidence that the Rights Offering
and the Private Placement involved distinct plans of financing, the Company reiterates that the class of offerees in the Rights Offering was entirely separate, in express design and in fact, from the class of offerees in the Private Placement. The
Rights Offering was open to all stockholders of the Company as of the offering’s record date of March 9, 2005 (which was, by design, set on a date that was prior to the closing of the Private Placement, so as to expressly exclude the purchasers
in the Private Placement from being able to participate in the Rights Offering). Accredited and unaccredited investors alike were eligible to participate in the Rights Offering; the sole qualification being that they had to be owners of shares of
the Company’s common stock as of March 9, 2005.2 By contrast, the offerees in the Private Placement were
required to be, and all of the purchasers in the Private Placement were, accredited investors as that term is defined in Rule 501(a) under the Act. In addition, the Private Placement offerees were introduced to the Company by a placement agent, and
with the exception of two investors, had no pre-existing relationship with the Company whatsoever.

1
By means of illustration, on December 9, 2004, the date prior to the announcement of the execution of the Securities Purchase Agreement with respect to the Private
Placement, the Company’s Common Stock closed at $0.65 per share. The price per unit to be purchased in the Private Placement, including a share of Common Stock and 0.45 of a warrant to purchase a share of Common Stock, was $0.20 per unit.

2
As noted in the May 10 letter, Ampersand Ventures, the Company’s largest stockholder, was contractually prohibited by the terms of the Securities Purchase
Agreement relating to the Private Placement from exercising its rights to purchase shares in the Rights Offering.

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 Class of Security

 In our discussion on May 16, Mr. Hasan also noted his belief that the Rights Offering and the Private Placement included an
offer of the same class of security. However, as noted in our May 10 response, the security offered in the Private Placement was a unit consisting of one share of common stock and 0.45 warrants to purchase common stock. Investors in the Rights
Offering were not offered warrants, and were only able to purchase shares of common stock. By contrast, investors in the Private Placement did not have as an investment option the ability to purchase shares of common stock alone, but rather were
required to purchase units. Warrants are a common feature of private placement transactions to institutional investors in the current financing markets. Without this feature, it is unlikely that the Company could have raised the substantial amount
of capital that it did in the Private Placement. The warrants constituted an important and integral part of the unit security offered to the Private Placement investors. The pricing, term, exercise mechanics and other terms and conditions of the
warrants, and the extent of the warrant coverage, were extensively negotiated terms. Accordingly, an investment in the units in the Private Placement involved different considerations than an investment in common stock alone.

 Our position that a unit, consisting of common stock and warrants, is a
different security than common stock alone is supported by numerous SEC rules and positions. For example, options and warrants are considered “derivative securities” for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, and shares of common stock are not. In addition, a shelf registration statement registering the sale of common stock alone would not permit the issuer to also sell warrants for common stock, which would not be the case if, as Mr. Hasan has
suggested, the SEC considered common stock and warrants to purchase common stock to be the same class of security. The Company believes that these distinctions, in addition to demonstrating further that the two offerings were not part of the same
financing, must lead to a conclusion that the two offerings did not involve the offering of the same class of security.

 Precedent

 There is precedent in no-action letters issued by the Staff to the effect that, as long as a public offering preceded by a private offering has a
sufficiently different purpose and is not part of a single plan of financing, the offering will not be integrated despite the issuer’s contemplation of the public offering at the time of the private placement, and the offerings’ close
proximity in time and sale of the same security for the same form of consideration. In the no-action letter issued to Royal LePage Limited (available June 16, 1986), the issuer planned to conduct a Rule 504 offering of its common stock to a group of
employees, to be followed shortly thereafter by a public offering of the same securities in order to fund its business operations. The Staff appears to have concluded that, based on the fact that the purpose of the private placement to employees was
to expand the employees’ ownership level in the company and the purpose of the public offering was to raise working capital, the offerings did not need to be integrated under the five factor analysis. The same conclusion was reached with
respect to a similar fact pattern in the no-action letter issued to Pacific Physician Services, Inc. (available August 20, 1985). In the case of the Rights Offering and the Private Placement, the purposes of the offerings were entirely different,
and the two offerings were not part of the same plan of financing. As in the Royal LePage Limited matter, the Company engaged in the Private Placement for one purpose - to raise substantial funds for working capital and to broaden its institutional
stockholder base - and engaged in the public offering (of a different security) for an entirely different purpose - to make a gesture of fairness and equal investment opportunity to its existing stockholders. Accordingly, under the principles
represented by these no-action letters, the Company believes that the two offerings should not be integrated, even if the Staff concludes that the two offerings are not sufficiently separate in time or form of offered security.

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 Rule 152

The Company also believes that the Rights Offering and the Private Placement should be viewed as separate offerings under the principles represented by
Rule 152 under the Act and no-action