AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2001

                                                REGISTRATION NO. 33-____________





                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                 HUMATECH, INC.
             (Exact Name of Registrant as Specified in Its Charter)


                ILLINOIS                           36-3559839
   (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)              Identification No.)





                            1718 FRY ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                               Advisory Agreement
                            Legal Services Agreement
                            (Full Title of the Plan)
                              ____________________

                                David G. Williams
                            1718 Fry Road, Suite 450
                                Houston, TX 77084
                                 (281) 828-2500
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                (949)  635-1240
                                        1
<PAGE>
<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE


<S>                      <C>           <C>                           <C>                        <C>
Title of Securities . .  Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value(2) . . . .       375,000  $                       0.25  $                  93,750  $           24.75
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       375,000  $                       0.25  $                  93,750  $           24.75
</TABLE>



(1)  Estimated  solely  for the purpose of computing the amount of the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported  by  the  NASDAQ  Over-The-Counter Bulletin Board on September 18,
     2001.

(2)  Represents  shares  of  Common  Stock  issued  to  consultants and legal
     counsel  of  the  Company.

                                        2
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  Humatech, Inc. ("Humatech" or "Registrant") and Christopher Johnson and
Humatech  and  Brian  A.  Lebrecht,  required  by  Item  1 of Form S-8 under the
Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), and the
statement  of  availability  of  registrant  information,  employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or  given to participants as specified in Rule 428.  In accordance with Rule 428
and  the  requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  registration  statement  on  Form S-8 (the "Registration Statement") or as
prospectuses  or  prospectus  supplements  pursuant  to Rule 424.  Humatech will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon  request,  Humatech  shall furnish to the Commission or its staff a copy or
copies  of  all  of  the  documents  included  in  such  file.
                                        3
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

   (i)   The  Registrant's  Annual Report dated September 20, 2001 on
         Form  10-KSB/A  filed  with  the  Commission  on  September  21, 2001.

   (ii)  The  Registrant's Quarterly Report dated September 19, 2001
         on  Form  10-QSB/A  filed  with  the Commission on September 20, 2001.

   (iii) All other reports and documents previously and subsequently
         filed by the Registrant before and after the date of this Registration
         Statement  pursuant  to  Sections  13(a),  13(c),  14, or 15(d) of the
         Securities  Exchange  Act  of  1934  and  prior  to  the  filing  of a
         post-effective  amendment  which indicates that all securities offered
         hereby  have  been  sold  or  which  deregisters  all  securities then
         remaining  unsold, shall be deemed to be incorporated by reference and
         to  be  a  part  hereof from the date of the filing of such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of 9,000 shares of common stock of the Company, plus an additional 25,000
shares  of  common  stock  registered  herein.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Illinois and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
<PAGE>
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

ITEM  8.  EXHIBITS

3.1    Articles  of  Incorporation  of  the  Registrant,  as  amended
       (incorporated  by  reference).

3.2    Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1    Opinion  of  The  Lebrecht  Group,  APLC

10.1   Agreement  between  Humatech  and Christopher Johnson dated August
       31,  2001.

23.1   Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2   Consent  of  S.W.  Hatfield,  Independent  Certified  Public
       Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)  The  undersigned  Registrant  hereby  undertakes:

          (1)  To file, during any period in which offers or sales are
          being  made,  a  post-effective  amendment  to  this Registration
          Statement:

                    (i)  To include any prospectus required by section 10(a) (3)
                    of  the  Securities  Act  of  1933;

                    (ii)  To  reflect in the prospectus any facts or events
                    arising  after  the  effective  date  of  the  registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof)  which, individually or in the aggregate, represent
                    a  fundamental  change  in  the information set forth in the
                    registration  statement;  and

                    (iii)  To include any material information with respect
                    to  the plan of distribution not previously disclosed in the
                    registration  statement  or  any  material  change  to  such
                    information  in  the  registration  statement;  provided,
                    however,  that paragraphs (a) (1)(i) and (a) (1) (ii) do not
                    apply if the registration statement is on Form S-3, Form S-8
                    or Form F-3 and the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports  filed with or furnished to the Commission
                    by the registrant pursuant to Section 13 or Section 15(d) of
                    the Securities Exchange Act of 1934 that are incorporated by
                    reference  in  the  registration  statement.

          (2)  That, for the purpose of determining any liability
               under  the  Securities  Act  of  1933,

                                        5
<PAGE>
each  such  post-effective  amendment  shall  be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial BONA FIDE offering
thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)     The  undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                        6
<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Houston,  State of Texas, on September 21, 2001.



                                                  Humatech,  Inc.

                                             /s/  David  G.  Williams
                                          ---------------------------------
                                          By:     David  G.  Williams
                                          Its:     President  &  Director



          Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:


/s/  John  D.  Rottweiler
-----------------------------
John  D.  "J.D."  Rottweiler
Chief  Financial  Officer  and  Director

                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 13480}]
{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69870", "film-number": "1742566"}, "business-address": {"street1": "1718 FRYE ROAD #450", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "8007290898"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 2001

                                                REGISTRATION NO. 33-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                 HUMATECH, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                ILLINOIS                           36-3559839
   (State or Other Jurisdiction of              (I.R.S. Employer
    Incorporation or Organization)              Identification No.)

                            1718 FRY ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                               Advisory Agreement
                            Legal Services Agreement
                            (Full Title of the Plan)
                              ____________________

                                David G. Williams
                            1718 Fry Road, Suite 450
                                Houston, TX 77084
                                 (281) 828-2500
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                (949)  635-1240
                                        1
CALCULATION OF REGISTRATION FEE
Title of Securities . .  Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  ------------  ----------------------------  -------------------------  -----------------

Common Stock,
no par value(2) . . . .       375,000  $                       0.25  $                  93,750  $           24.75
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       375,000  $                       0.25  $                  93,750  $           24.75
(1)  Estimated  solely  for the purpose of computing the amount of the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported  by  the  NASDAQ  Over-The-Counter Bulletin Board on September 18,
     2001.

(2)  Represents  shares  of  Common  Stock  issued  to  consultants and legal
     counsel  of  the  Company.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  Humatech, Inc. ("Humatech" or "Registrant") and Christopher Johnson and
Humatech  and  Brian  A.  Lebrecht,  required  by  Item  1 of Form S-8 under the
Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), and the
statement  of  availability  of  registrant  information,  employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or  given to participants as specified in Rule 428.  In accordance with Rule 428
and  the  requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  registration  statement  on  Form S-8 (the "Registration Statement") or as
prospectuses  or  prospectus  supplements  pursuant  to Rule 424.  Humatech will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon  request,  Humatech  shall furnish to the Commission or its staff a copy or
copies  of  all  of  the  documents  included  in  such  file.
                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

   (i)   The  Registrant's  Annual Report dated September 20, 2001 on
         Form  10-KSB/A  filed  with  the  Commission  on  September  21, 2001.

   (ii)  The  Registrant's Quarterly Report dated September 19, 2001
         on  Form  10-QSB/A  filed  with  the Commission on September 20, 2001.

   (iii) All other reports and documents previously and subsequently
         filed by the Registrant before and after the date of this Registration
         Statement  pursuant  to  Sections  13(a),  13(c),  14, or 15(d) of the
         Securities  Exchange  Act  of  1934  and  prior  to  the  filing  of a
         post-effective  amendment  which indicates that all securities offered
         hereby  have  been  sold  or  which  deregisters  all  securities then
         remaining  unsold, shall be deemed to be incorporated by reference and
         to  be  a  part  hereof from the date of the filing of such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of 9,000 shares of common stock of the Company, plus an additional 25,000
shares  of  common  stock  registered  herein.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  Corporation  Laws of the State of Illinois and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

The  Shares  were  issued for advisory and legal services rendered.  These sales
were made in reliance on the exemption from the registration requirements of the
Securities  Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions  not  involving any public offering or not involving any "offer" or
"sale".

ITEM  8.  EXHIBITS

3.1    Articles  of  Incorporation  of  the  Registrant,  as  amended
       (incorporated  by  reference).

3.2    Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1    Opinion  of  The  Lebrecht  Group,  APLC

10.1   Agreement  between  Humatech  and Christopher Johnson dated August
       31,  2001.

23.1   Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2   Consent  of  S.W.  Hatfield,  Independent  Certified  Public
       Accountants.

ITEM  9.     UNDERTAKINGS.

     (a)  The  undersigned  Registrant  hereby  undertakes:

          (1)  To file, during any period in which offers or sales are
          being  made,  a  post-effective  amendment  to  this Registration
          Statement:

                    (i)  To include any prospectus required by section 10(a) (3)
                    of  the  Securities  Act  of  1933;

                    (ii)  To  reflect in the prospectus any facts or events
                    arising  after  the  effective  date  of  the  registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof)  which, individually or in the aggregate, represent
                    a  fundamental  change  in  the information set forth in the
                    registration  statement;  and

                    (iii)  To include any material information with respect
                    to  the plan of distribution not previously disclosed in the
                    registration  statement  or  any  material  change  to  such
                    information  in  the  registration  statement;  provided,
                    however,  that paragraphs (a) (1)(i) and (a) (1) (ii) do not
                    apply if the registration statement is on Form S-3, Form S-8
                    or Form F-3 and the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports  filed with or furnished to the Commission
                    by the registrant pursuant to Section 13 or Section 15(d) of
                    the Securities Exchange Act of 1934 that are incorporated by
                    reference  in  the  registration  statement.

          (2)  That, for the purpose of determining any liability
               under  the  Securities  Act  of  1933,

                                        5
each  such  post-effective  amendment  shall  be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  shall be deemed to be the initial BONA FIDE offering
thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)     The  undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  Registrant pursuant to the foregoing provisions, or otherwise,
the  Registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore,  unenforceable. In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

                                        6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Houston,  State of Texas, on September 21, 2001.

                                                  Humatech,  Inc.

                                             /s/  David  G.  Williams
                                          ---------------------------------
                                          By:     David  G.  Williams
                                          Its:     President  &  Director

          Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

/s/  John  D.  Rottweiler
-----------------------------
John  D.  "J.D."  Rottweiler
Chief  Financial  Officer  and  Director

                                        7