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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                     FORM 10-K/A
                                   AMENDMENT NO. 3

              /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                          OR

               / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
                            COMMISSION FILE NUMBER 0-20726

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

               DELAWARE                                84-0894091
     (State or other jurisdiction of                  (IRS Employer
    incorporation or organization)              Identification Number)

        6850 N. BROADWAY, SUITE G
           DENVER, COLORADO                              80221
(Address of principal executive offices)              (Zip Code)

                                    (303) 650-1200
                 (Registrant's telephone number, including area code)

             Securities registered pursuant to Section 12(b) of the Act:
                                         NONE

             Securities registered pursuant to Section 12(g) of the Act:
                       COMMON STOCK, PAR VALUE $.002 PER SHARE
                                   (TITLE OF CLASS)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X  No 
                                               ---    ---

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/

    The approximate aggregate market value of the Common Stock held by
non-affiliates of the registrant, based upon the closing price of the Common
Stock reported on the Nasdaq National Market on November 4, 1997 was $0.66 per
share.

    The number of shares of Common Stock outstanding as of October 31, 1997,
was 18,523,918.

<PAGE>

                                  TABLE OF CONTENTS


ITEM                                                                   PAGE NO.
----                                                                   --------

Item 11 - Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 3

Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7




                                          2.
<PAGE>

ITEM 11 - EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

     Each non-employee director receives options to purchase Common Stock of the
Company under the 1992 Amended and Restated Non-Employee Directors' Stock Option
Plan (the "1992 Directors' Plan") as compensation for his or her services as a
director and receives additional options under such plans for service on certain
committees of the Board.  Options may also be granted to non-employee directors
outside of such Plan.  Outside directors receive $1,000 per Board meeting
attended and $1,000 per committee meeting attended if held on a non-Board
meeting occasion and an additional $6,000 annually.

     Option grants under the 1992 Directors' Plan are automatic and
non-discretionary.  Each person who was a non-employee director of the Company
as of the adoption date of the 1992 Directors' Plan was granted options
generally covering 25,000 shares of Common Stock, with adjustments to equalize
the directors' overall options in light of options previously granted to them. 
Such options generally become exercisable ("vest") in year-end installments of
5,000 shares.  For services as Chairman, Mr. Fingerhut received an option
covering an additional 21,250 shares (the "Chairman Option"), vesting at the
rate of 416.67 shares per month, and each member of the Compensation and Audit
Committees received options covering an additional 500 shares for each committee
on which he served.  In addition, (a) each person subsequently elected for the
first time as a non-employee director is granted an option on the date of his or
her initial election as a director to purchase a pro rata portion of 25,000
shares, depending upon when he or she is elected, which options generally vest
in year-end installments of 5,000 shares; (b) each person subsequently elected
for the first time to the Audit or Compensation Committee is granted an option
to purchase 500 shares if elected before July 1, or a portion thereof, prorated
on a quarterly basis, if elected after such date, vesting in full on December
31; (c) each non-employee director receives an annual option to purchase an
additional number of shares, determined by multiplying 5,000 by a fraction, the
numerator of which is $20 and the denominator of which is the fair market value
per share of the Common Stock on the grant date, subject to minimum and maximum
limits of 2,500 and 5,000 shares, respectively, vesting quarterly over five
years; and (d) each non-employee director who is a member of the Company's Audit
or Compensation Committee receives an annual option to purchase 500 shares,
vesting in full on December 31.  Vesting of all options is subject to continued
service as a non-employee director or employee of the Company during the vesting
period and, in the case of options granted for service on a committee, to
continued service on the applicable committee.  As of October 31, 1997, 1,650
options had been exercised under the 1992 Directors' Plan.  During the fiscal
year ended December 31, 1996, non-employee directors received options pursuant
to the 1992 Directors' Plan as follows:  Dr. Cohen received options covering
6,250 shares at an exercise price of $1.52 per share; Mr. Fingerhut received
options covering 6,000 shares at $2.56 per share; Dr. Misher received options
covering 5,500 shares at $2.56 per share; and Dr. Kennedy received options
covering 5,500 shares at $2.56 per share.  Dr. Cohen also received options
covering 18,750 shares at an exercise price of $1.42 per share not pursuant to
any plan.

     All non-employee directors are reimbursed for their expenses incurred in
attending Board of Directors meetings.  In addition, Dr. Misher and the Company
entered into a consulting agreement for the period February 1, 1995 through
January 31, 1996 pursuant to which Dr. Misher was paid $25,000. 

     Directors who are employees of the Company do not receive separate
compensation for their services as directors.


                                          3.
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

     The following table shows for the fiscal years ended December 31, 1996,
1995 and 1994, compensation awarded or paid to, or earned by, each person who
served as the Company's Chief Executive Officer during 1996, its three other
most highly compensated executive officers at December 31, 1996 (the "Named
Executive Officers"):


                              SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                         Long-Term
                                                   Annual              Compensation
                                                Compensation              Awards
                                      -------------------------------  ------------
                                                              Other                      All Other
                                                              Annual     Securities       Compen-
  Name and Principal                    Salary      Bonus   Compensa-    Underlying       sation
       Position               Year        ($)        ($)      tion($)      Options        ($)(1)
-------------------------   --------  ----------  --------  ---------  --------------  -------------
<S>                         <C>       <C>         <C>       <C>        <C>             <C>
Kenneth R. Lynn               1996    $265,006    $65,000      ___         75,000        $ 1,174
President, Chief              1995     230,499     75,000      ___        275,000          1,099
Executive Officer and         1994     181,744        ___      ___        100,000          9,602
Chairman of the Board

Joseph L. Turner              1996     154,533     25,000      ___         40,000          2,399
Vice President, Finance       1995     155,349     30,000      ___         64,000          2,009
and Administration,           1994     147,000        ___      ___         60,000          1,473
Chief Financial Officer
and Secretary

Diarmuid Boran(2)             1996     140,046     25,000      ___         40,000          1,707
Vice President,               1995     112,493     30,000      ___         64,000          1,386
Corporate Development
and Planning

Gilbert Carnathan,            1996     129,608        ___      ___            ___          2,034
Ph.D.(2)(3)                   1995     130,286     20,000      ___         41,000          1,731
Vice President,
Preclinical Research

---------------------
</TABLE>


(1) Includes matching payments by the Company under its 401(k) Plan; for 1996,
    the amounts were $664, $1,529, $1,403 and $1,303 for Messrs. Lynn, Turner,
    Boran and Carnathan, respectively.  Includes premiums paid by the Company
    for group term life insurance; for 1996, the amounts were $510, $870, $304
    and $731 for Messrs. Lynn, Turner, Boran and Carnathan, respectively.

(2) Mr. Boran and Dr. Carnathan became executive officers in 1995.

(3) Dr. Carnathan resigned as an officer and employee of the Company as of
    December 31, 1996.  At such time, Dr. Carnathan and the Company entered
    into an agreement pursuant to which Dr. Carnathan served as a consultant
    and continued to receive his former salary and certain health benefits
    until September 1997.  Stock options held by Mr. Carnathan exercisable as
    of September 30, 1997 have been modified to allow exercise until the
    earlier of their expiration or June 30, 1998.


                                          4.
<PAGE>

STOCK OPTION GRANTS AND EXERCISES

    The Company grants options to its executive officers under its 1993 Equity
Incentive Plan.  As of October 31, 1997, options to purchase a total of
1,180,146 shares were outstanding under the 1993 Equity Incentive Plan and
options to purchase 519,854 shares remained available for grant thereunder.  

    The following tables show for the fiscal year ended December 31, 1996,
certain information regarding options granted to, exercised by, and held at year
end by, the Named Executive Officers:

                          OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                                         Potential Realizable Value
                                                                                                         at Assumed Annual Rates of
                                                                                                         Stock Price Appreciation
                                                      Individual Grants                                  for Option Term(2)
                               -----------------------------------------------------------------------   ---------------------------



                               Number of           % of Total
                               Securities          Options
                               underlying          Granted to           Exercise or 
                               Options             Employees in         Base Price           Expiration 
                               Granted             Fiscal Year          ($/sh)               Date               5%($)       10%($)
                               -------             -----------          -----------          ----------        -------     --------
  Name
  ----
  <S>                         <C>                  <C>                  <C>                 <C>              <C>          <C>
  Kenneth R. Lynn . . .       75,000 (1)            14.2%                 1.52              12/13/06         $ 71,820     $181,260

  Joseph L. Turner. . .       40,000 (1)             7.6%                 1.52              12/13/06         $ 38,304     $ 96,672

  Diarmuid F. Boran . .       40,000 (1)             7.6%                 1.52              12/13/06         $ 38,304     $ 96,672

  Gilbert Carnathan . .              ___             ___                   ___               ___                  ___          ___
</TABLE>


----------------------
(1) Vests 25% after one year and 6.25% quarterly thereafter, except that
    options may vest in full earlier in the event of a change in control of the
    Company.  The Board of Directors has the authority to reprice options.

(2) Calculated on the assumption that the market value of the underlying stock
    increases at the stated values, compounded annually.


                                          5.
<PAGE>

      AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR, AND FY-END OPTION VALUES


<TABLE>
<CAPTION>
                                                                    Number of
                                                                    Securities           Value of
                                                                    Underlying           Unexercised
                                                                    Unexercised          In-the-Money
                                                                    Options at           Options at
                                                                    12/31/96 (#)         12/31/96 ($)(1)
                           Shares Acquired       Value              Exercisable/         Exercisable/
Name                       on Exercise (#)       Realized ($)       Unexercisable        Unexercisable
----                       ----------------      ------------       -------------        -------------
<S>                        <C>                   <C>              <C>                    <C>
Kenneth R. Lynn                 ----                 ----         167,506 / 282,494       $   0 / $  0

Joseph L. Turner                ----                 ----         64,488 /  99,512            0 /    0

Diarmuid Boran                  ----                 ----         44,564 / 101,936            0 /    0

Gilbert Carnathan               ----                 ----         46,994 /  41,056            0 /    0
</TABLE>


--------------------------
(1) Closing price of the Company's Common Stock on December 31, 1996 ($1.47)
    minus the exercise price of the options.

                                    SEVERANCE PLAN

    The Company adopted the Executive Officers' Severance Benefit Plan (the
"Severance Plan") on September 18, 1995, which was amended on December 13, 1996,
to encourage senior employees to work in the Company's best interests following
a change in control.  In the event of an involuntary termination of employment
within 60 days prior to and 30 months following a change in control, all
employees employed at the level of Vice President or above and such other
management employees as may be designated by the Chief Executive Officer will
receive compensation during the Benefit Period (defined below), a proportional
bonus payment if one was received the year preceding the year in which the
termination date occurs, and all outstanding unvested stock options will become
fully vested on the termination date.  The "Benefit Period" for employees other
than the Chief Executive Officer is the period commencing on the termination
date and (i) continues for 18 months following such date if the date occurs
within 60 days prior or 12 months after a change in control, or (ii) continues
for the period following the date the employee becomes eligible determined by
reducing 30 months by the number of months the eligible employee was employed by
the Company following a change in control.  With respect to the Chief Executive
Officer, the "Benefit Period" is the Chief Executive Officer's termination date
and (i) continues for 24 months following such date if the date occurs within 60
days prior or 12 months after a change in control, or (ii) continues for the
period following such termination date determined by reducing 36 months by the
number of months the Chief Executive Officer was employed by the Company
following a change in control.

                                 EMPLOYMENT AGREEMENT

    On October 14, 1997, the Company entered into an employment agreement with
Kenneth R. Lynn (the "Employment Agreement") which provides for the payment of
the equivalent of 24 months base salary, the payment of health insurance
policies for up to 18 months following a Termination Event (defined below),
immediate vesting of all stock options not already vested and the payment of a
bonus, upon the occurrence of a Termination Event.  A Termination Event is
defined as the involuntary termination of Mr. Lynn by the Company without cause,
or the termination of employment by Mr. Lynn on account of a material change in
the business of the Company or the duties of Mr. Lynn as determined in good
faith by Mr. Lynn, prior to a change in control of the Company or within 30
months after a change in control of the Company.  The Employment Agreement also
provides that, with respect to any Termination Event that is also covered by the
Severance Plan, Mr. Lynn shall receive compensation and benefits pursuant to the
Employment Agreement only, and not pursuant to the Severance Plan.


                                          6.
<PAGE>

                                      SIGNATURE

   Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            CORTECH, INC.


November 20, 1997                      By   /s/ Kenneth R. Lynn
                                           -------------------------------------
                                                      Kenneth R. Lynn
                                                      President and Chief
                                                      Executive Officer














                                          7.