SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549



                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported):  OCTOBER 18, 2001
                                                          ----------------



                                   HUMATECH, INC.
             (Exact name of registrant as specified in its charter)



            ILLINOIS                   O-28557                   36-3559839
       (State  or  other             (Commission              (I.R.S. Employer
jurisdiction  of  incorporation)     File  Number)          (Identification No.)




                            1718 FRYE ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
               (Address of principal executive officers) (zip code)



                                 (281) 828-2500
              (Registrant's telephone number, including area code)




         (Former name or former address, if changed since last report.)


                                        1
<PAGE>

ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     None.

ITEM  5.          OTHER  EVENTS

     On  September  20, 2001, Humatech filed a Quarterly Report on Form 10-QSB/A
dated  September  19,  2001  for the three month period ended July 31, 2001.  In
that  filing,  Humatech  described  the  following  transaction:

     "In  August  2001,  the Company completed negotiations to sell an aggregate
1,375,000  shares  of  restricted,  unregistered  common  stock,  representing
approximately  13.23% of the issued and outstanding common stock as of April 30,
2001, for total proceeds of $550,000 cash to an accredited unrelated third party
under  a  private placement exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933. As of August 8, 2001, the Company has received total
proceeds of approximately $125,000 under this agreement and received the balance
of  $425,000 during September 2001. In connection with this private placement of
common  stock, the Company issued a series of Stock Warrants to the purchaser of
the  1,375,000  shares of common stock to purchase up to an additional 1,375,000
shares  of  restricted, unregistered common stock as follows: Series A - 343,750
shares  at  $2.00  per  share,  expiring  on  the second anniversary date of the
warrant;  Series  B  -  343,750 shares at $3.00 per share, expiring on the third
anniversary  date  of the warrant; Series C - 343,750 shares at $4.00 per share,
expiring  on  the  fourth anniversary date of the warrant and Series D - 343,750
shares  at  $5.00  per  share,  expiring  on  the  fifth anniversary date of the
warrant."

     At  the  time of filing, the documents from the above-described transaction
were  not  available as exhibits, and Humatech indicated that it would file them
within  a reasonable period of time in a Current Report on Form 8-K. The purpose
of  this  filing  is  to  file  those  exhibits.


ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.


                                        2
<PAGE>

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

10.1     Stock  Purchase  Agreement  and  Investor Questionnaire dated September
         2001.
10.2     Warrant  Agreement  dated  September  2001.



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.


Dated:  October  18,  2001                    Humatech,  Inc.,
                                              an  Illinois  corporation

                                              /s/ David G. Williams
                                              __________________________
                                              By:     David  G.  Williams
                                              Its:    President


                                        3
<PAGE>
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{"company-data": {"conformed-name": "HUMATECH INC", "cik": "0001100976", "assigned-sic": "2870", "irs-number": "363559839"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28557", "film-number": "1763353"}, "business-address": {"street1": "1718 FRYE ROAD #450", "city": "HOUSTON", "state": "TX", "zip": "77084", "phone": "8007290898"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported):  OCTOBER 18, 2001
                                                          ----------------

                                   HUMATECH, INC.
             (Exact name of registrant as specified in its charter)

            ILLINOIS                   O-28557                   36-3559839
       (State  or  other             (Commission              (I.R.S. Employer
jurisdiction  of  incorporation)     File  Number)          (Identification No.)

                            1718 FRYE ROAD, SUITE 450
                              HOUSTON, TEXAS  77084
               (Address of principal executive officers) (zip code)

                                 (281) 828-2500
              (Registrant's telephone number, including area code)

         (Former name or former address, if changed since last report.)

                                        1
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     None.

ITEM  5.          OTHER  EVENTS

     On  September  20, 2001, Humatech filed a Quarterly Report on Form 10-QSB/A
dated  September  19,  2001  for the three month period ended July 31, 2001.  In
that  filing,  Humatech  described  the  following  transaction:

     "In  August  2001,  the Company completed negotiations to sell an aggregate
1,375,000  shares  of  restricted,  unregistered  common  stock,  representing
approximately  13.23% of the issued and outstanding common stock as of April 30,
2001, for total proceeds of $550,000 cash to an accredited unrelated third party
under  a  private placement exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933. As of August 8, 2001, the Company has received total
proceeds of approximately $125,000 under this agreement and received the balance
of  $425,000 during September 2001. In connection with this private placement of
common  stock, the Company issued a series of Stock Warrants to the purchaser of
the  1,375,000  shares of common stock to purchase up to an additional 1,375,000
shares  of  restricted, unregistered common stock as follows: Series A - 343,750
shares  at  $2.00  per  share,  expiring  on  the second anniversary date of the
warrant;  Series  B  -  343,750 shares at $3.00 per share, expiring on the third
anniversary  date  of the warrant; Series C - 343,750 shares at $4.00 per share,
expiring  on  the  fourth anniversary date of the warrant and Series D - 343,750
shares  at  $5.00  per  share,  expiring  on  the  fifth anniversary date of the
warrant."

     At  the  time of filing, the documents from the above-described transaction
were  not  available as exhibits, and Humatech indicated that it would file them
within  a reasonable period of time in a Current Report on Form 8-K. The purpose
of  this  filing  is  to  file  those  exhibits.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

                                        2
ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

10.1     Stock  Purchase  Agreement  and  Investor Questionnaire dated September
         2001.
10.2     Warrant  Agreement  dated  September  2001.

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  October  18,  2001                    Humatech,  Inc.,
                                              an  Illinois  corporation

                                              /s/ David G. Williams
                                              __________________________
                                              By:     David  G.  Williams
                                              Its:    President

                                        3