AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2002

                                                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)
                              ____________________

                          2002 Omnibus Securities Plan
                            (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

<PAGE>

                        CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>


<S>                      <C>             <C>                           <C>                        <C>

Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered (3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .       1,500,000  $                       0.93  $               1,395,000  $          128.34
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       1,500,000  $                       0.93  $               1,395,000  $          128.34
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask-price  as reported by the NASDAQ Over-The-Counter Bulletin Board on May
15,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved for issuance under the Humatech, Inc. 2002 Omnibus Securities Plan (the
"Plan").  Pursuant  to  Rule 416, shares of Common Stock of the Company issuable
pursuant  to  the  exercise of awards granted or to be granted under the Plan in
order to prevent dilution resulting from any future stock split, stock dividend,
or  similar  transaction, are also being registered hereunder.  Also includes an
indeterminate  amount of securities to be included in the Plan as it is amended,
on May 1 of each year, to include up to ten percent of the outstanding shares of
Common  Stock  of  the  Company.

                                        2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.

                                        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 March 14, 2002 on Form 10-QSB
filed  with  the  Commission  on  March  15,  2002.

(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.

The  Company's authorized capital stock consists of  25,000,000 shares of Common
Stock,  no  par  value.

The  holders  of  Common  Stock  are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

The holders of Common Stock are entitled to receive, ratably, dividends when, as
and  if  declared  by  the  Board  of  Directors  out of funds legally available
therefore.  The  current policy of the Board of Directors, however, is to retain
earnings,  if  any,  for  the operation and expansion of the Company's business.

Upon  liquidation,  dissolution,  or  winding  up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

The  holders of Common Stock do not have preemptive, subscription, redemption or
conversion  rights  under  the  Company's Articles of Incorporation, as amended.
There  are  no  redemption  or  sinking fund provisions applicable to the Common
Stock.  The outstanding shares of Common Stock are fully paid and nonassessable.

                                        4
<PAGE>

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.

Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the owner of 22,500
shares  of  Humatech,  Inc.  common  stock  as  of  May  15,  2002.

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.

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).

4.1     Humatech,  Inc.  2002  Omnibus  Securities  Plan (the "Plan").

4.2     Form  of  Incentive Stock Option Agreement relating to options
        granted  under  the  Plan.

4.3     Form  of  Non  Statutory  Stock  Option  Agreement relating to
        options  granted  under  the  Plan.

4.4     Form of Common Stock Purchase Agreement relating to restricted
        stock  granted  under  the  Plan.

5.1     Opinion  of  The  Lebrecht  Group,  APLC.

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

23.2    Consent  of  S.W.  Hatfield,  CPA.
 ___________________

                                        5
<PAGE>

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,  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  May  15,  2002.



                                             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.  "J.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": 14023}]
{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89682", "film-number": "02668973"}, "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 3, 2002

                                                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)
                              ____________________

                          2002 Omnibus Securities Plan
                            (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
CALCULATION  OF  REGISTRATION  FEE
Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered (3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .       1,500,000  $                       0.93  $               1,395,000  $          128.34
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       1,500,000  $                       0.93  $               1,395,000  $          128.34
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask-price  as reported by the NASDAQ Over-The-Counter Bulletin Board on May
15,  2002.

(2)     The  securities  to  be  registered  represent  shares  of  Common Stock
reserved for issuance under the Humatech, Inc. 2002 Omnibus Securities Plan (the
"Plan").  Pursuant  to  Rule 416, shares of Common Stock of the Company issuable
pursuant  to  the  exercise of awards granted or to be granted under the Plan in
order to prevent dilution resulting from any future stock split, stock dividend,
or  similar  transaction, are also being registered hereunder.  Also includes an
indeterminate  amount of securities to be included in the Plan as it is amended,
on May 1 of each year, to include up to ten percent of the outstanding shares of
Common  Stock  of  the  Company.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.*

ITEM  2.     REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.*

*     Information  required  by  Part  I  to  be  contained in the Section 10(a)
Prospectus  is  omitted  from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note  to  Part  I  of  Form  S-8.

                                        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 March 14, 2002 on Form 10-QSB
filed  with  the  Commission  on  March  15,  2002.

(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.

The  Company's authorized capital stock consists of  25,000,000 shares of Common
Stock,  no  par  value.

The  holders  of  Common  Stock  are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative  voting  is  not  permitted  in  any  election  of  directors.

The holders of Common Stock are entitled to receive, ratably, dividends when, as
and  if  declared  by  the  Board  of  Directors  out of funds legally available
therefore.  The  current policy of the Board of Directors, however, is to retain
earnings,  if  any,  for  the operation and expansion of the Company's business.

Upon  liquidation,  dissolution,  or  winding  up of the Company, the holders of
Common  Stock  are  entitled  to  share  ratably  in all assets that are legally
available  for  distribution,  after  payment  of or provision for all debts and
liabilities  and after provision is made for each class of stock, if any, having
preference  over  the  Common  Stock.

The  holders of Common Stock do not have preemptive, subscription, redemption or
conversion  rights  under  the  Company's Articles of Incorporation, as amended.
There  are  no  redemption  or  sinking fund provisions applicable to the Common
Stock.  The outstanding shares of Common Stock are fully paid and nonassessable.

                                        4
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.

Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the owner of 22,500
shares  of  Humatech,  Inc.  common  stock  as  of  May  15,  2002.

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.

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).

4.1     Humatech,  Inc.  2002  Omnibus  Securities  Plan (the "Plan").

4.2     Form  of  Incentive Stock Option Agreement relating to options
        granted  under  the  Plan.

4.3     Form  of  Non  Statutory  Stock  Option  Agreement relating to
        options  granted  under  the  Plan.

4.4     Form of Common Stock Purchase Agreement relating to restricted
        stock  granted  under  the  Plan.

5.1     Opinion  of  The  Lebrecht  Group,  APLC.

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

23.2    Consent  of  S.W.  Hatfield,  CPA.
 ___________________

                                        5
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,  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  May  15,  2002.

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

                                        7