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: September 30, 2003
                                       ------------------

                                       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 October 31, 2003,  the issuer had 3,596,280  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
                               SEPTEMBER 30, 2003
                                 ($000 Omitted)
                                   (UNAUDITED)

ASSETS
------

Current assets:
  Cash and cash equivalents                                           $ 11,730
  Prepaid expenses and other                                                21
                                                                      --------
    Total assets                                                      $ 11,751
                                                                      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Current liabilities:
  Accrued liabilities                                                 $    152
                                                                      --------
    Total liabilities                                                      152
                                                                      --------
Stockholders' equity:
  Preferred stock, $.002 par value,
   2,000,000 shares authorized,
   none issued                                                               -
  Common stock, $.002 par value, 5,000,000
   shares authorized, 3,596,280 shares
   issued and outstanding                                                    7
Additional paid-in capital                                              99,446
Accumulated deficit                                                  (  87,854)
                                                                      --------
    Total stockholders' equity                                          11,599
                                                                      --------
    Total liabilities and stockholders' equity                        $ 11,751
                                                                      ========









                 See accompanying notes to financial statements.



                                       2

<PAGE>

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

                                                       Three Months Ended
                                                          September 30,
                                                     ---------------------
                                                       2003         2002
                                                     --------     --------

Revenues:
  Interest income                                     $   24       $   50

Expenses:
  General and administrative                             115            2
                                                      ------       ------

Income (loss) before income taxes                    (    91)          48
Provision benefit for income taxes                         -            -
                                                      ------       ------
Net income (loss)                                    ($   91)      $   48
                                                      ======       ======

Basic and fully diluted net
  income (loss) per share                            ($  .03)      $  .01
                                                      ======       ======

Basic and fully diluted weighted average
  common shares outstanding (in 000's)                 3,596        3,623
                                                      ======       ======






















                 See accompanying notes to financial statements.



                                       3

<PAGE>

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

                                                         Nine Months Ended
                                                           September 30,
                                                       ---------------------
                                                         2003         2002
                                                       --------     --------

Revenues:
  Interest income                                       $   87        $  162

Expenses:
  General and administrative                               364         1,178
                                                        ------        ------

Loss before income taxes                               (   277)      ( 1,016)
Provision for income taxes                                   2             -
                                                        ------        ------
Net loss                                               ($  279)      ($1,016)
                                                        ======        ======
Basic and fully diluted net
  loss per share                                       ($  .08)      ($  .28)
                                                        ======        ======
Basic and fully diluted weighted average
  common shares outstanding (in 000's)                   3,596         3,657
                                                        ======        ======























                 See accompanying notes to financial statements.



                                       4

<PAGE>

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

                                                         Nine Months Ended
                                                           September 30,
                                                       ---------------------
                                                         2003         2002
                                                       --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                            ($    279)    ($  1,016)
  Adjustments:
  Change in prepaid expenses other assets             (      14)           10
  Change in accrued liabilities                       (      37)          227
                                                       --------      --------
    Net cash used in operating activities             (     330)    (     779)
                                                       --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES-
  Repurchase of common stock                                  -     (     278)
                                                       --------      --------
    Net cash used in financing activities                     -     (     278)
                                                       --------      --------

Net decrease in cash and cash equivalents             (     330)    (   1,057)
Cash and cash equivalents, beginning of period           12,060        13,448
                                                       --------      --------
Cash and cash equivalents, end of period               $ 11,730      $ 12,391
                                                       ========      ========
Supplemental disclosure of cash flow information:
  Cash paid for taxes                                  $      2      $      -
                                                       ========      ========




















                 See accompanying notes to financial statements.



                                       5

<PAGE>
                                  CORTECH, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   General
     -------

          The  accompanying  unaudited  financial  statements  of Cortech,  Inc.
     ("Cortech" or the "Company") as of September 30, 2003 and for the three and
     nine  months  ended  September  30,  2003 and  2002  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, 2002
     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  and  nine  months  ended
     September 30, 2003 and 2002 are not  necessarily  indicative of the results
     to be expected for the entire year or for any other period.

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

     Arbitration I
     -------------

          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 the 1999 agreement (see Form 10-KSB for more information).  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.

          In the  Arbitration,  among other  things,  Ono argued that it had the
     right to name 42 other  compounds as  "Developed  Compounds"  giving it the
     same rights with respect to these other compounds as it had with respect to
     ONO-6818. Cortech argued that Ono was entitled to designate only one of the
     42 compounds as a back-up to ONO-6818. The Arbitration Panel concurred with


                                       6

<PAGE>

     Cortech and  provided  Ono with 20 days to name one compound as the back-up
     which Ono did.

          Ono  also  argued  and the  Arbitration  Panel  agreed  that 15  other
     compounds were "Improved  Compounds" to which Ono was entitled to exclusive
     rights for oral uses.  However the Arbitration Panel gave Cortech the joint
     right to develop  these  "Improved  Compounds"  for non oral use subject to
     paying a reasonable  royalty on any Products  developed  outside the United
     States. The Arbitration Panel also held that Ono had no license, express or
     implied, to Cortech's patent portfolio.

     Arbitration II
     --------------

          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. Cortech intends to defend the arbitration vigorously.

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,  licensing,
     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  45% of the
     Company's Common Stock at September 30, 2003.

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

          In October  2000 the Board of  Directors  approved a stock  repurchase
     program  authorizing  the Company to repurchase up to 160,000 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 September 30, 2003,  158,140 shares of Common Stock were repurchased for
     approximately  $555,000. All shares repurchased were returned to the status
     of authorized but unissued shares.


                                       7

<PAGE>

5.   Net Income (Loss) Per Share
     ---------------------------

          Basic net income  (loss) per share is computed by dividing  net income
     (loss) by the weighted-average number of common shares outstanding. Diluted
     net income  (loss) per share is computed by dividing  net income  (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 income  (loss) per share and diluted  income
     (loss) per share are reconciled below (in 000's):

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


                                           Three Months Ended     Nine Months Ended
                                              September 30,          September 30,
                                           ------------------     -----------------
                                           2003          2002     2003         2002
                                           ----          ----     ----         ----

     Average shares outstanding for
       basic income (loss) per share       3,596        3,623     3,596        3,657

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

     Average shares outstanding for
       diluted income (loss) per share     3,596        3,623     3,596        3,657
                                           =====        =====     =====        =====

</TABLE>

          Excluded from the  calculation  of diluted income (loss) per share for
     the three and nine months ended September 30, 2003 and 2002 are 478,036 and
     478,786, respectively,  common stock options which, if included, would have
     an antidilutive effect.

























                                       8

<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,  Inc.'s  ("Cortech" or the "Company") 2002 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
-------

     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 $91,000 for the three months ended  September 30,
2003 or $.03 basic and fully  diluted  loss per share and a net loss of $279,000
or $.08  basic  and fully  diluted  loss per  share  for the nine  months  ended
September  30,  2003,  compared to net income of $48,000 or $.01 basic and fully
diluted income per share for the three months ended September 30, 2002 and a net
loss of  $1,016,000  or $.28 basic and fully diluted loss per share for the nine
months ended September 30, 2002.

Revenues
--------

     Interest  income was $24,000 and $87,000 in the three and nine months ended
September 30, 2003, respectively,  compared to $50,000 and $162,000 for the same
periods in 2002,  a decrease  of $26,000 and $75,000 in the three and nine month
periods,  respectively.  Lower yields on investments and lower invested balances
were the reasons for this decrease.

Expenses
--------

     General and administrative expenses were $115,000 and $364,000 in the three
and nine months ended September 30, 2003,  respectively,  compared to $2,000 and
$1,178,000 in the same periods in 2002,  respectively.  The increase of $113,000

                                       9

<PAGE>

in the quarter ended  September 30, 2003 compared to the same period in 2002 was
due  primarily to  reimbursement  of fees in the third  quarter of 2002 that had
previously been expensed.  For the nine months ended September 30, 2003, general
and  administrative  expenses decreased by $814,000 from the same period in 2002
due  primarily  to  lower  legal  fees  incurred  in  connection  with  the  Ono
Arbitration.  (For more information on the Ono Arbitration,  See Part II - Other
Information, Item 1, Legal Proceedings.)

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

     At  September  30,  2003,  the  Company  had cash and cash  equivalents  of
approximately $11.7 million. Cash equivalents of $11.6 million consisted of U.S.
Treasury  Bills with a maturity of three  months or less at the date of purchase
with yields ranging between .89% and .95%. Management believes its cash and cash
equivalents  are  sufficient for its remaining  business  activities and for the
costs of seeking an acquisition of an operating business.

     Net cash of $330,000 was used in operating  activities  for the nine months
ended  September  30, 2003  compared  to net cash used of $779,000  for the same
period in 2002.  Cash flows from the net losses were the primary reasons for the
cash used in operations.

     Net cash of $278,000  was used in financing  activities  in the nine months
ended September 30, 2002, 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,  particularly  legal
expenses associated with the Ono Arbitration.

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,   licensing,   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  45% of the  Company's  Common Stock at
September 30, 2003.





                                       10

<PAGE>

PART II  -  OTHER INFORMATION
-------     -----------------
ITEM 1.  -  LEGAL PROCEEDINGS
-------     -----------------

Arbitration I
-------------

     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
the 1999  agreement (see form 10-KSB for more  information).  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.

     In the Arbitration, among other things, Ono argued that it had the right to
name 42 other compounds as "Developed  Compounds" giving it the same rights with
respect to these other  compounds as it had with  respect to  ONO-6818.  Cortech
argued that Ono was  entitled to  designate  only one of the 42  compounds  as a
back-up to ONO-6818.  The Arbitration  Panel concurred with Cortech and provided
Ono with 20 days to name one compound as the back-up which Ono did.

     Ono also argued and the  Arbitration  Panel agreed that 15 other  compounds
were "Improved Compounds" to which Ono was entitled to exclusive rights for oral
uses.  However  the  Arbitration  Panel gave  Cortech the joint right to develop
these  "Improved  Compounds"  for non oral use  subject  to paying a  reasonable
royalty on any Products  developed  outside the United States.  The  Arbitration
Panel also held that Ono had no license, express or implied, to Cortech's patent
portfolio.

Arbitration II
--------------

     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. Cortech intends
to defend the Arbitration vigorously.

ITEM 3.  -  Controls and Procedures
-------     -----------------------

     Within the 90-day  period prior to the filing of 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

                                       11

<PAGE>

Officer,  an evaluation of the  effectiveness of the design and operation of the
Company's  disclosure  controls and procedures (as defined in Rule 13a-14(c) and
15d-14 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 or in other  factors  that could  significantly  affect these
internal controls subsequent to the date of their evaluation.

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:  November 13, 2003                      /s/ Sue Ann Merrill
                                              --------------------------------
                                              Sue Ann Merrill
                                              Treasurer
                                              (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.

November 13, 2003                                /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.

November 13, 2003                                  /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 September 30, 2003, 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 of the Company
               at the end of the  period  covered  by the  Periodic  Report  and
               results of  operations  of the Company for the period  covered by
               the Periodic Report.


Dated:   November 13, 2003




/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