AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 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)
                              ____________________

                             Compensation Agreements
                             (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)               581,000  $                      0.325  $                 188,825  $           49.85
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       581,000  $                      0.325  $                 188,825  $           49.85
</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 October 22,
        2001.


(2)     Represents shares of Common Stock issued to employees and consultants 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 each of Robert P. Atwell
Terry  Williams,  Brandon  D.  Williams,  Eric G. Hooper, and Jonathan Matteson,
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  34,000  shares  of  common  stock  of  the  Company.

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.

Not  applicable.

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       Letter  agreement  with  Terry  Williams  dated  October 22, 2001.

   10.2       Letter  agreement with Brandon D. Williams dated October 22, 2001.

   10.3       Letter  agreement  with  Eric  G.  Hooper  dated October 22, 2001.

   10.4       Letter  agreement  with  Jonathan Matteson dated October 22, 2001.

   10.5       Consulting Agreement with Robert P. Atwell dated October 12, 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.


                                        5
<PAGE>


           (2)  That,  for  the  purpose of determining any liability under  the
                Securities Act  of  1933,  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 October 22, 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": 13703}]
{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72462", "film-number": "1769860"}, "business-address": {"street1": "1718 FRYE ROAD #450", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "8007290898"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 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)
                              ____________________

                             Compensation Agreements
                             (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)               581,000  $                      0.325  $                 188,825  $           49.85
-----------------------  ------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       581,000  $                      0.325  $                 188,825  $           49.85
(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 October 22,
        2001.

(2)     Represents shares of Common Stock issued to employees and consultants 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 each of Robert P. Atwell
Terry  Williams,  Brandon  D.  Williams,  Eric G. Hooper, and Jonathan Matteson,
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  34,000  shares  of  common  stock  of  the  Company.

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.

Not  applicable.

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       Letter  agreement  with  Terry  Williams  dated  October 22, 2001.

   10.2       Letter  agreement with Brandon D. Williams dated October 22, 2001.

   10.3       Letter  agreement  with  Eric  G.  Hooper  dated October 22, 2001.

   10.4       Letter  agreement  with  Jonathan Matteson dated October 22, 2001.

   10.5       Consulting Agreement with Robert P. Atwell dated October 12, 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.

                                        5
(2)  That,  for  the  purpose of determining any liability under  the
                Securities Act  of  1933,  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 October 22, 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