United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): October 28, 2004

                                  OXiGENE, INC.
             (Exact name of registrant as specified in its charter)

   Delaware                           0-21990                   13-3679168
(State or other                  (Commission File            (I.R.S. Employer
jurisdiction of                        Number)              Identification No.)
incorporation)

                        230 Third Ave, Waltham, MA 02451
                        --------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (781) 547-5900

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the obligation of the registrant under any of the
following provisions:

[_]  Written communication pursuant to Rule 425 under the Securities Act (17 CFR
     230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Item 2.02 Results of Operations and Financial Condition.

         On October 28, 2004, OXiGENE Inc. issued a press release announcing its
financial results for the third quarter ended September 30, 2004. A copy of the
press release is furnished as Exhibit 99.1 to this report and is incorporated
herein by reference. This information shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange
Act") and shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(c) The following exhibits are furnished with this report:

Exhibit Number                            Description
- --------------                            ------------

99.1             Press Release dated October 28, 2004, reporting
                 OXiGENE's financial results for the third quarter ended
                 September 30, 2004.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: October 28, 2004             /s/ James B. Murphy
                                   -------------------
                                   James B. Murphy, VP & Chief Financial Officer