AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 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)               325,000          $  0.57                   $185,250                 $ 48.91


TOTAL REGISTRATION FEE.       325,000          $  0.57                   $185,250                 $ 48.91
</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  May  29,  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  Pete Chandler 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 August 9, 2000 on Form 10-KSB filed
with  the  Commission  on  August  10,  2000.

(ii)     The  Registrant's  Quarterly Report Dated March 13, 2001 on Form 10-QSB
filed  with  the  Commission  on  March  14,  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  25,000  shares  of  Common  Stock  of  the Company 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 Pete Chandler dated May 22, 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  June  1,  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": 13103}]
{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62620", "film-number": "1657115"}, "business-address": {"street1": "1718 FRYE ROAD #450", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "8007290898"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 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)               325,000          $  0.57                   $185,250                 $ 48.91

TOTAL REGISTRATION FEE.       325,000          $  0.57                   $185,250                 $ 48.91
(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  May  29,  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  Pete Chandler 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 August 9, 2000 on Form 10-KSB filed
with  the  Commission  on  August  10,  2000.

(ii)     The  Registrant's  Quarterly Report Dated March 13, 2001 on Form 10-QSB
filed  with  the  Commission  on  March  14,  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  25,000  shares  of  Common  Stock  of  the Company 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 Pete Chandler dated May 22, 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  June  1,  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