Mail Stop 3-9										April
19,
2005

John Barr
President
VI Technologies, Inc.
134 Coolidge Avenue
Watertown, MA 02472

Re:	V.I. Technologies, Inc.
Form S-3
	Filed April 4, 2005
      File # 333-123781

Dear Mr. Barr:

      This is to advise you that we are not conducting a full
review
of the Form S-3 filed by V.I.Technologies, Inc. (the "Company") on
April 4, 2005.  However, we will be monitoring the filing in
connection with (i) your selling securityholder table and (ii)
possible integration issues relating to prior offerings.

      With respect to your disclosure, we call to your attention
the
requirements of Form S-3 with respect to the information required
by
Item 507 (selling shareholders).  We note that certain broker
dealers
listed as selling shareholders in the Selling Securityholder Table
may have obtained the shares other than as compensation for
services.
In that event, such selling shareholders are deemed underwriters
under the Securities Act of 1933.  In that case, please revise
your
registration statement to include those parties as an underwriter
in
the section titled "Plan of Distribution" and in such other places
that would be appropriate.  Furthermore, if there are affiliates
of
broker-dealers identified as Selling Shareholders, they should be
identified as such and your disclosure should be revised to
include
the following representations: (i) the Selling Shareholder
purchased
in the ordinary course of business and (ii) at the time of the
purchase, the Selling Shareholder had no agreements or
understanding
to distribute securities.

      In addition, for each entity that is listed as a selling
shareholder, please identify the natural person(s) with
dispositive,
voting or investment control of the entity and the shares to be
sold.

      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.

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 event 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 pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division 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 a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate 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
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate 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 advance of the requested
effective date.

      Any comments or questions may be directed to Zafar Hasan at
(202) 942-7381 or to me at (202) 942-2979.

								Sincerely,




								Jeffrey Riedler
								Assistant Director
cc:  	William Whelan
	Mintz, Levin
	One Financial Center
	Boston, MA 02111
	F:  617-542-2241
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