U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION  13 OR 15(d) OF THE  SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended: March 31, 2004
                                         --------------

                                       OR

[ ]      TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                          Commission File No.: 0-20726
                                               -------

                                  Cortech, Inc.
                                  -------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                         84-0894091
           --------                                         ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                376 Main Street, PO Box 74, Bedminster, NJ 07921
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (908) 234-1881
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the issuer was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days.
                               Yes  X   No
                                  -----   -----

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity as of the latest  practicable  date:  As of April 30,  2004,  the
issuer had  3,595,780  shares of its common  stock,  par value  $.002 per share,
outstanding.

     Transitional Small Business Disclosure Format (check one):
                               Yes      No  X
                                  -----   -----
<PAGE>

PART I.     FINANCIAL INFORMATION
-------     ---------------------
ITEM 1.     Financial Statements
-------     --------------------



                                  CORTECH, INC.
                                  BALANCE SHEET
                                 MARCH 31, 2004
                        ($000 Omitted except share data)
                                   (UNAUDITED)

ASSETS
------

Current assets:
  Cash and cash equivalents                                        $ 11,579
  Other assets                                                           30
                                                                   --------
      Total assets                                                 $ 11,609
                                                                   ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accrued liabilities                                              $    146
                                                                   --------
      Total liabilities                                                 146
                                                                   --------

Stockholders' equity:
  Preferred stock, $.002 par value,
    2,000,000 shares authorized,
    none issued                                                           -
  Common stock, $.002 par value, 5,000,000
    shares authorized, 3,595,780 shares
    issued and outstanding                                                7
  Additional paid-in capital                                         99,445
  Accumulated deficit                                             (  87,989)
                                                                   --------
      Total stockholders' equity                                     11,463
                                                                   --------
      Total liabilities and stockholders' equity                   $ 11,609
                                                                   ========







                 See accompanying notes to financial statements.



                                       2

<PAGE>

                                  CORTECH, INC.
                            STATEMENTS OF OPERATIONS
                      ($000 Omitted, except per share data)
                                   (UNAUDITED)


                                                      Three Months Ended
                                                            March 31,
                                                    ----------------------
                                                      2004          2003
                                                    --------      --------

Revenues:
  Interest income                                   $    25        $    33

Expenses:
  General and administrative                            108            152
                                                    -------        -------

Loss before income taxes                           (     83)      (    119)
Provision for income taxes                                1              2
                                                    -------        -------
Net loss                                           ($    84)      ($   121)
                                                    =======        =======

Basic and diluted net loss per share               ($   .02)      ($   .03)
                                                    =======        =======

Basic and diluted weighted average common
  shares outstanding (in 000's)                       3,596          3,596
                                                    =======        =======



















                 See accompanying notes to financial statements.



                                       3

<PAGE>

                                  CORTECH, INC.
                            STATEMENTS OF CASH FLOWS
                                 ($000 Omitted)
                                   (UNAUDITED)

                                                         Three Months Ended
                                                               March 31,
                                                       ----------------------
                                                         2004          2003
                                                       --------      --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                            ($     84)    ($    121)
  Adjustments:
    Change in other assets                            (      22)    (      27)
    Change in accrued liabilities                     (      10)           39
                                                       --------      --------
        Net cash used in operating activities         (     116)    (     109)
                                                       --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES-
  Repurchase of common stock                          (       1)            -
                                                       --------      --------
        Net cash used in financing activities         (       1)            -
                                                       --------      --------

Net decrease in cash and cash equivalents             (     117)    (     109)
Cash and cash equivalents at beginning of period         11,696        12,060
                                                       --------      --------
Cash and cash equivalents at end of period             $ 11,579      $ 11,951
                                                       ========      ========

Supplemental disclosure cash flow information:
  Cash paid for income taxes                           $      1      $      2
                                                       ========      ========















                 See accompanying notes to financial statements.



                                       4

<PAGE>

                                  CORTECH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   General
     -------

          The  accompanying  unaudited  financial  statements  of Cortech,  Inc.
     ("Cortech" or the  "Company") as of March 31, 2004 and for the three months
     ended March 31, 2004 and 2003 reflect all material  adjustments  consisting
     of only normal recurring adjustments,  which, in the opinion of management,
     are necessary for a fair  presentation of results for the interim  periods.
     Certain  information  and footnote  disclosures  required under  accounting
     principles  generally  accepted in the United  States of America  have been
     condensed  or  omitted  pursuant  to  the  rules  and  regulations  of  the
     Securities and Exchange Commission,  although the Company believes that the
     disclosures are adequate to make the information  presented not misleading.
     These financial statements should be read in conjunction with the financial
     statements  and notes thereto  included in the  Company's  Annual Report on
     Form  10-KSB  for the  year  ended  December  31,  2003 as  filed  with the
     Securities and Exchange Commission.

          The preparation of financial  statements in conformity with accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

          The results of  operations  for the three  months ended March 31, 2004
     and 2003 are not  necessarily  indicative of the results to be expected for
     the entire year or for any other period.

2.   Legal Proceedings
     -----------------

     Arbitrations
     ------------

          Subsequent to March 31, 2001,  disagreements arose between Cortech and
     Ono  Pharmaceutical  Co.,  Ltd.  ("Ono") as to the status of Ono's  license
     rights under a 1999  Agreement.  On August 7, 2001,  Cortech filed a Demand
     for  Arbitration  with the  American  Arbitration  Association  against Ono
     seeking  resolution  of the dispute.  The  arbitration  concluded in August
     2002,  purportedly  resolving  any  questions  concerning  the ownership of
     Cortech's Intellectual Property and Ono's development rights.


                                       5

<PAGE>
          On November 1, 2002, the Company  announced that Ono had advised it of
     Ono's  intention to  discontinue  the  development  of ONO-6818  because of
     potential liver toxicity.  In a series of subsequent letters, Ono sought to
     renegotiate its rights to make compounds using Cortech's  technology.  When
     Cortech  declined,  on  February  7,  2003  Ono  admitted  that it had been
     developing what it called "Improved Compounds" since April of 2002 and that
     it had not disclosed this  development  as required by the 1999  Agreement,
     assuming  that  these  new  compounds  met the  Agreement's  definition  of
     "Improved Compounds".  In further breach of the 1999 Agreement, Ono refused
     to reveal the chemical  structure of these so-called  "Improved  Compounds"
     and announced  that Ono had filed a patent in Japan.  Within days,  Cortech
     received a notice of  Arbitration  in which Ono claimed  that its rights to
     develop and designate  compounds  for  development  as commercial  products
     extended  beyond  the  termination  of the  period  provided  in  the  1999
     Agreement  for  designating   Developed  Compounds,   as  defined  in  such
     agreement.

     Settlement and Termination
     --------------------------

          On March 19,  2004  Cortech  signed  an  Assignment,  Termination  and
     Settlement Agreement with Ono. Under the Agreement, Ono assigned to Cortech
     all  pharmaceutical  compounds and  intellectual  property  rights that Ono
     acquired  under the 1999  Agreement,  including  all technical and clinical
     information related to the pharmaceutical  compounds.  Moreover, Ono agreed
     to pay approximately  $17,000 of outstanding patent  prosecution  expenses.
     Cortech  and Ono  settled the pending  arbitration  in its  entirety.  Both
     parties  terminated the 1999 Agreement,  with all of Ono's rights under the
     1999  Agreement  reverting to Cortech.  Ono's  confidentiality  obligations
     survived the termination of the 1999 Agreement.

          The  Company  will  continue  to seek other  partners  to develop  the
     elastase  technology,  although  there  can be no  assurance  that  it will
     succeed in this endeavor.

3.   Related Party Transactions
     --------------------------

          A  management  fee of  $15,000  per month is paid to Asset  Value Fund
     Limited  Partnership  ("AVF") for  management  services  performed  for the
     Company.  Management  services  include,  among other things,  SEC filings,
     negotiation,  evaluating merger and acquisition  proposals,  accounting and
     shareholder  relations.  The Company  believes that the  management  fee is
     materially  less than the cost for the Company to perform  these  services.
     AVF is the beneficial  owner of  approximately  47% of the Company's Common
     Stock at March 31, 2004.



                                       6

<PAGE>

4.   Common Stock
     ------------

          On October 30, 2000 the Board of Directors approved a stock repurchase
     program  authorizing  the Company to repurchase up to 320,000 shares of its
     Common  Stock at  prices  deemed  favorable  from  time to time in the open
     market  or  in  privately   negotiated   transactions   subject  to  market
     conditions,  the Company's financial position and other considerations.  As
     of March 31,  2004,  158,640  shares of Common Stock were  repurchased  for
     approximately  $557,000. All shares repurchased were returned to the status
     of authorized but unissued shares.

5.   Basic and Diluted Net Loss Per Share
     ------------------------------------

          Basic loss per common  share is computed  by dividing  the net loss by
     the weighted-average number of common shares outstanding.  Diluted net loss
     per common  share is computed  by  dividing  the net loss by the sum of the
     weighted-average  number of common  shares  outstanding  plus the  dilutive
     effect of shares issuable through the exercise of stock options.

          The shares used for basic loss per common  share and diluted  loss per
     common share are reconciled below (in 000's).

                                                          Three Months Ended
                                                                March 31,
                                                        ----------------------
                                                          2004          2003
                                                        --------      --------

     Average shares outstanding
       for basic loss per share                           3,596         3,596

     Dilutive effect of stock options                         -             -
                                                         ------        ------

     Average shares outstanding
       for dilutive loss per share                        3,596         3,596
                                                         ======        ======

          Excluded from the  calculation of diluted loss per share for the three
     months  ended  March 31,  2004 and 2003 are 478,036  common  stock  options
     which, if included would have an anti dilutive effect.







                                       7

<PAGE>

ITEM 2.     Management's  Discussion  and Analysis of  Financial  Condition  and
-------     --------------------------------------------------------------------
            Results of Operations
            ---------------------

     The following  discussion and analysis  should be read in conjunction  with
Cortech's  2003 Annual Report on Form 10-KSB as well as the Company's  financial
statements and notes thereto included elsewhere in this Quarterly Report on Form
10-QSB. When used in this discussion, the word "expects" and similar expressions
are intended to identify forward-looking statements. Such statements are subject
to risks and uncertainties  that could cause actual results to differ materially
from those projected. The forward-looking statements contained herein speak only
as of the date  hereof.  The  Company  expressly  disclaims  any  obligation  or
undertaking to release publicly any updates or revisions to any  forward-looking
statements contained herein to reflect any change in the Company's  expectations
with regard  thereto or any change in events,  conditions  or  circumstances  on
which any such statement is based.

General
-------

     Until 1998 Cortech operated as a  biopharmaceutical  company whose research
and development efforts focused primarily on bradykinin antagonists and protease
inhibitors.  Those  efforts  produced  a  technology  portfolio  which  may have
potential  therapeutic  application across a broad range of medical  conditions.
Cortech's strategy is to seek collaborative  partners to conduct and fund future
research and development on the components of its portfolio,  although there can
be no assurance  that any particular  agreement  will be completed.  At the same
time, the Company is seeking to redeploy its assets into an operating business.

Results of Operations
---------------------

     Cortech had a net loss of $84,000, or $.02 basic and fully diluted loss per
share,  for the three  months  ended March 31,  2004,  compared to a net loss of
$121,000, or $.03 basic and fully diluted loss per share, for the same period of
2003.

Revenues
--------

     Interest  income was $25,000 and $33,000 for the three  months  ended March
31, 2004 and 2003,  respectively.  Lower  invested  balances and lower yields on
investments were the reasons for the decrease.

Expenses
--------

     General and  administrative  expenses  decreased from $152,000 in the three
months  ended March 31, 2003 to  $108,000  in the three  months  ended March 31,
2004. This decrease was due principally to lower legal


                                       8

<PAGE>

fees  incurred  in  connection   with  the   Company's   arbitration   with  Ono
Pharmaceutical  Co.,  Ltd.  (the "Ono  Arbitration")  which was settled in March
2004.  For  more  information  on the  Ono  Arbitration,  see  Part  II -  Other
Information, Item 1. Legal Proceedings.

Liquidity and Capital Resources
-------------------------------

     At  March  31,  2004,  the  Company  had  cash  and  cash   equivalents  of
approximately $11.6 million. Cash equivalents of $11.5 million consisted of U.S.
Treasury  Bills with an original  maturity  of three  months or less with yields
ranging  between  .087%  and  .096%.  Working  capital  at  March  31,  2004 was
approximately  $11.5 million.  Management believes its cash and cash equivalents
are sufficient for its remaining business  activities for the next twelve months
and for the costs of seeking an acquisition of an operating business.

     Net cash of $116,000 was used in operations for the quarter ended March 31,
2004,  compared to net cash used in operations of $109,000 for the quarter ended
March 31, 2003. In 2004, cash flows from the net loss of $84,000 was the primary
reason for the cash used in operations. In 2003, cash flows from the net loss of
$121,000  offset by the  increase  in accrued  liabilities  of $39,000  were the
primary reasons for the cash used in operations.

     Net cash of $1,000 was used in financing activities in the first quarter of
2004 due to the repurchase of common stock.

Factors Which May Affect Future Results
---------------------------------------

     Future  earnings of the Company are  dependent on interest  rates earned on
the Company's invested balances and expenses incurred.

Other Disclosures - Related Party Transactions
----------------------------------------------

     A  management  fee of $15,000 per month is paid to Asset Value Fund Limited
Partnership   ("AVF")  for  management   services  performed  for  the  Company.
Management  services  include,  among other  things,  SEC filings,  negotiation,
evaluating  merger  and  acquisition   proposals,   accounting  and  shareholder
relations.  The Company believes that the management fee is materially less than
the cost for the Company to perform these services.  AVF is the beneficial owner
of approximately 47% of the Company's Common Stock at March 31, 2004.






                                       9

<PAGE>

Item 3.     Controls and Procedures
-------     -----------------------

     As of the end of the period  covered by this  report,  the Company  carried
out,  under  the  supervision  and  with  the  participation  of  the  Company's
management,  including its Chief Executive Officer and Chief Financial  Officer,
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the  Securities  Exchange  Act of 1934).  Based upon and as of the date of
that  evaluation,  the  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that the  design  and  operation  of these  disclosure  controls  and
procedures  are effective.  There were no  significant  changes in the Company's
internal  controls over  financial  reporting (as defined in Rule  13a-15(f) and
15d-15(f)  under the  Securities  Exchange Act of 1934) during the quarter ended
March  31,  2004 that  have  materially  affected  or are  reasonably  likely to
materially  affect the  company's  internal  controls over  financial  reporting
evaluation.


























                                       10

<PAGE>

PART II.    OTHER INFORMATION
--------    -----------------
ITEM 1.     Legal Proceedings
--------    -----------------

Arbitrations
------------

     Subsequent to March 31, 2001,  disagreements  arose between Cortech and Ono
as to the status of Ono's license  rights under a 1999  Agreement.  On August 7,
2001,  Cortech  filed a Demand for  Arbitration  with the  American  Arbitration
Association  against Ono seeking  resolution  of the  dispute.  The  arbitration
concluded in August 2002,  purportedly  resolving any questions  concerning  the
ownership of Cortech's Intellectual Property and Ono's development rights.

     On November 1, 2002, the Company announced that Ono had advised it of Ono's
intention to discontinue the development of ONO-6818  because of potential liver
toxicity.  In a series of  subsequent  letters,  Ono sought to  renegotiate  its
rights to make compounds using Cortech's  technology.  When Cortech declined, on
February  7,  2003 Ono  admitted  that it had  been  developing  what it  called
"Improved  Compounds"  since  April of 2002 and that it had not  disclosed  this
development as required by the 1999 Agreement, assuming that these new compounds
met the Agreement's definition of "Improved Compounds". In further breach of the
1999 Agreement,  Ono refused to reveal the chemical structure of these so-called
"Improved  Compounds" and announced that Ono had filed a patent in Japan. Within
days,  Cortech  received a notice of  Arbitration  in which Ono claimed that its
rights to develop and designate compounds for development as commercial products
extended beyond the termination of the period provided in the 1999 Agreement for
designating Developed Compounds, as defined in such agreement.

Settlement and Termination
--------------------------

     On March 19, 2004 Cortech signed an Assignment,  Termination and Settlement
Agreement  with  Ono.   Under  the  Agreement,   Ono  assigned  to  Cortech  all
pharmaceutical  compounds  and  intellectual  property  rights that Ono acquired
under the 1999  Agreement,  including  all  technical  and clinical  information
related  to  the  pharmaceutical   compounds.   Moreover,   Ono  agreed  to  pay
approximately  $17,000 of outstanding patent prosecution  expenses.  Cortech and
Ono settled the pending arbitration in its entirety. Both parties terminated the
1999 Agreement,  with all of Ono's rights under the 1999 Agreement  reverting to
Cortech. Ono's confidentiality  obligations survived the termination of the 1999
Agreement.

     The Company  will  continue to seek other  partners to develop the elastase
technology,  although  there can be no  assurance  that it will  succeed in this
endeavor.




                                       11

<PAGE>

ITEM 2.     Changes in Securities
-------     ---------------------

              SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
                                 (COMMON STOCK)
                                                      (c) Total
                                                      Number of
                                                      Shares (or    (d) Maximum
                                                        Units)        Number of
                                                     Purchased as    Shares that
                                                        Part of      May Yet Be
                      (a) Total                        Publicly      Purchased
                      Number of          (b)          Announced      Under the
                       Shares        Average Price     Plans or       Plans or
   Period             Purchased     Paid per Share     Programs       Programs


January 1, 2004 -
January 31, 2004           -                 -               -         161,860


February 1, 2004 -
February 29, 2004        500           $ 2.945             500         161,360


March 1, 2004 -
March 31, 2004             -                 -               -         161,360


Total                    500           $ 2.945             500         161,360



(1)  In October 2000, the Board of Directors approved a stock repurchase program
     authorizing  the Company to repurchase  up to 320,000  shares of its common
     stock. This program has no expiration date.

ITEM 6.     Exhibits and Reports on Form 8-K
-------     --------------------------------

(a)         Exhibits
            --------

            31.1     Certification pursuant to Section 302 of the Sarbanes-Oxley
                     Act of 2002

            31.2     Certification pursuant to Section 302 of the Sarbanes-Oxley
                     Act of 2002

            32       Certification pursuant to Section 906 of the Sarbanes-Oxley
                     Act of 2002


(b)         Reports on Form 8-K
            -------------------

            No  reports on  Form 8-K were  filed  during the  quarter  for which
            this report is being filed.



                                       12

<PAGE>

                                   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, thereunto duly authorized.

                                                   CORTECH, INC.

Date: May 14, 2004                          /s/ Sue Ann Merrill
                                            ----------------------------------
                                            Sue Ann Merrill
                                            Chief Financial Officer, Treasurer
                                            and Secretary
                                            (Principal Accounting  and Financial
                                            Officer)


















                                       13



<PAGE>

                                                                    EXHIBIT 31.1
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002
I, Paul O. Koether, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Cortech, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 14, 2004                                          /s/ PAUL O. KOETHER
                                                      --------------------------
                                                      Paul O. Koether
                                                      Chairman, President and
                                                      Chief Executive Officer

<PAGE>

                                                                    EXHIBIT 31.2
                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002
I, Sue Ann Merrill, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Cortech, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

May 14, 2004                                          /s/ Sue Ann Merrill
                                                      --------------------------
                                                      Sue Ann Merrill
                                                      (Principal Accounting and
                                                      Financial Officer)

<PAGE>

                                                                      Exhibit 32

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Public  Company  Accounting  Reform and  Investor
Protection  Act of 2002 (18 U.S.C.  1350,  as  adopted),  Paul O.  Koether,  the
Chairman,   President  and  Chief  Executive  Officer  of  Cortech,  Inc.,  (the
"Company"),  and Sue Ann Merrill,  the Chief  Financial  Officer,  Treasurer and
Secretary  of the  Company  each  hereby  certifies  that,  to the best of their
knowledge:

     1.   The  Company's  Quarterly  Report on Form 10-QSB for the period  ended
          March 31, 2004, to which this  Certification is attached as Exhibit 32
          (the  "Periodic  Report"),  fully  complies with the  requirements  of
          Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
          as amended;

          and

     2.   The information  contained in the Periodic Report fairly presents,  in
          all  material  respects,   the  financial  condition  and  results  of
          operations of the Company.


Dated:   May 14, 2004


/s/ Paul O. Koether
----------------------------------
Paul O. Koether
Chairman, President and
  Chief Executive Officer



/s/ Sue Ann Merrill
----------------------------------
Sue Ann Merrill
Chief Financial Officer,
  Treasurer and Secretary