Registration No. 333-_______

                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                             ______________

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                        _____________________

              CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC.
         (Exact name of registrant as specified in its charter)

         Florida                                    59-3029743
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

3713 S.W. 42nd Avenue. Suite 3, Gainesville, Florida      32608-6581
     (Address of principal executive office)              (Zip Code)

                        Bruce Brashear, Esq.
                    920 N.W. 8th Avenue, Suite A
                     Gainesville, Florida 32601
                           (352) 336-0800
           (Name, address and telephone number, including 
                  area code, of agent for service)
                           _______________

            Independent Consulting Services Agreement 
          with Diversified Corporate Consulting Group, LLC
                       (Full Title of the Plan)
                           _______________



<TABLE>
                 CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>                <C>            <C>                <C> 
   Title           Amount to be   Proposed maximum    Proposed maximum        Amount of
of Securities       registered     offering price    aggregate offering    Registration fee
                                     per share<F1>      price <F1>
Common Stock, 
par value $.0001      110,010           $1.25             $171,891               $100

<FN>
<F1> The price stated above is estimated solely for the purpose of calculation
 of registration fee and is based on the average of the high and low prices 
paid for a share of the Company's Common Stock on July 17, 1996.
</FN>
</TABLE>

<PAGE>

PART I

Item 1.     Plan Information


Consulting Services Agreements

     The Independent Consulting Services Agreement entered into May 22, 1996, 
between Cyclodextrin Technologies Development, Inc. (the "Company") and 
Diversified Corporate Consulting Group, LLC (the "Consultant") requires the 
Company to pay Consultant 110,010 shares of the Company's Common Stock as 
compensation for consulting services.  Under the terms of the Independent 
Consulting Services Agreement, Consultant has agreed to provide long-term 
financial, operational and public relations planning and services.  The Common 
Shares are fully vested at the time of issuance.

Item 2.     Registrant Information and Employee Plan Annual Information

     Plan participants may obtain, without charge, upon written or oral 
request, any of the documents incorporated by reference in Item 3 of Part II 
of this Registration Statement; these documents are incorporated by reference 
in the Section 10(a) prospectus which is a part of this Registration 
Statement.  Plan participants may also obtain, without charge, upon written or 
oral request, any other documents required to be delivered to employees 
pursuant to Rule 428(b).  All requests for documents should be directed to:  
Cyclodextrin Technologies Development, Inc., Attention: President, 3713 S.W. 
42nd Avenue, Suite 3, Gainesville, FL 32608-6581; telephone 352-375-6822.

PART II

Item 3.     Incorporation of Documents by Reference

The following documents are incorporated by reference into this Registration 
Statement, and are made a part hereof:

(a)     The Registrant's latest annual report for the year ended December 31, 
1995, on Form 10-KSB filed on or about March 30, 1996.

(b)     The Registrant's latest quarterly report for the quarter ended 
March 31, 1996, on Form 10-QSB filed on or about May 15, 1996.

(c)     All other reports filed by the registrant pursuant to Section 13(a) or 
15(d) of the Exchange Act since the end of the fiscal year covered by the Form 
10-KSB referred to in paragraph (a) above.

(d)     The descriptions of the registrant's securities which are contained in 
its registration statements filed under section 12 of the Securities Exchange 
Act of 1934, including any amendment or reports filed for the purpose of 
updating such descriptions.

All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, after the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
indicating that all of the securities offered hereby have been sold, or 
deregistering all such securities then remaining unsold, shall be deemed to be 
incorporated by reference and to be a part hereof from the date of filing of 
such documents.  Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document which 
also is incorporated or deemed incorporated by reference herein modifies or 
supersedes such statement.  Any such document so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Registration Statement.

Item 4.     Description of Securities.

Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

Not Applicable.

Item 6.     Indemnification of Officers and Directors.

     The By-Laws of the Company, contain a provision under which the officers 
and directors of the Company would be indemnified to the full extent permitted 
by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits indemnification against 
expenses actually and reasonably incurred by a director, officer, employee or 
agent to the extent that such person has been successful in the defense of a 
matter eligible for indemnification under the statute. Under certain 
circumstances, expenses may be paid by a corporation in advance, subject to 
repayment, unless the defendant ultimately is determined to be ineligible for 
indemnification. In addition, the statute permits a corporation to indemnify 
directors and officers against certain liabilities and to purchase and 
maintain director and officer liability and reimbursement insurance against 
liabilities, whether or not the corporation would have the power of 
indemnification against such liabilities.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.
                                                                          Page
     (4)  Instruments defining the rights of security holders,
          including indentures
          (a)  Independent Consulting Services Agreement between
               Cyclodextrin Technologies Development, Inc. 
               and Diversified Corporate Consulting Group, LLC 
               dated May 22, 1996     

     (5)  Opinion re legality     
     (15) Letter re unaudited interim financial information               None
     (24) Consents of experts and counsel
          (a)  Consent of James Moore & Co. , L.P.   
          (b)  Consent of Bruce Brashear, Esq.     

     (28) Additional exhibits                                             None
     (29) Information from reports furnished to state insurance 
          regulatory authorities                                          None



Item 9.     Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells 
securities, a post-effective amendment to this registration statement to 
include any additional or changed material information on the plan of 
distribution.

          (2) That, for the purpose of determining any liability under the 
Securities Act of 1933 treat each post-effective amendment as a new 
registration statement of the securities offered, and the offering of the 
securities at that time to be the initial bona fide offering.

          (3) File a post-effective amendment to remove any of the securities 
that remain unsold at the end of the offering.

     (b) The undersigned registrant hereby undertakes that, for the purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     (h) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "Act"), may be permitted to directors, 
officers and controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in the opinion 
of the Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable.  In 
the event a claim for indemnification against such liabilities (other than the 
payment by the registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.


<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant certifies it has reasonable grounds to believe it meets all the 
requirements for filing on Form S-8 and has duly caused same to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of 
Gainesville, State of Florida, on the ___ day of ________________, 1996. 


                    Cyclodextrin Technologies Development, Inc.


                    By:  ___________________________________
                           C.E. Rick Strattan,
                           President and Chief Executive Officer, 
                           Chairman of the Board, 


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints C.E. Rick Strattan his true and lawful 
attorney-in-fact and agent with full power of substitution and resubstitution 
for him and in his name, place and stead, in any and all capacities, to sign 
any and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits hereto, and 
other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done on or about the premises, as fully and for all intents 
and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities indicated, on the dates indicated.

     Signature                         Title


________________________________       Chairman of the Board, President, CEO
C. E. RICK STRATTAN

Date: __________________________
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{"company-data": {"conformed-name": "CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT INC", "cik": "0000922247", "assigned-sic": "2833", "irs-number": "593029743", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08547", "film-number": "96597200"}, "business-address": {"street1": "3713 SW 42ND AVE", "street2": "STE 3", "city": "GAINESVILLE", "state": "FL", "zip": "32608-6581", "phone": "3523756822"}}
Registration No. 333-_______

                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                             ______________

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                        _____________________

              CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT, INC.
         (Exact name of registrant as specified in its charter)

         Florida                                    59-3029743
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

3713 S.W. 42nd Avenue. Suite 3, Gainesville, Florida      32608-6581
     (Address of principal executive office)              (Zip Code)

                        Bruce Brashear, Esq.
                    920 N.W. 8th Avenue, Suite A
                     Gainesville, Florida 32601
                           (352) 336-0800
           (Name, address and telephone number, including 
                  area code, of agent for service)
                           _______________

            Independent Consulting Services Agreement 
          with Diversified Corporate Consulting Group, LLC
                       (Full Title of the Plan)
                           _______________

                 CALCULATION OF REGISTRATION FEE
Title           Amount to be   Proposed maximum    Proposed maximum        Amount of
of Securities       registered     offering price    aggregate offering    Registration fee
                                     per share
price
Common Stock, 
par value $.0001      110,010           $1.25             $171,891               $100
The price stated above is estimated solely for the purpose of calculation
 of registration fee and is based on the average of the high and low prices 
paid for a share of the Company's Common Stock on July 17, 1996.
PART I

Item 1.     Plan Information

Consulting Services Agreements

     The Independent Consulting Services Agreement entered into May 22, 1996, 
between Cyclodextrin Technologies Development, Inc. (the "Company") and 
Diversified Corporate Consulting Group, LLC (the "Consultant") requires the 
Company to pay Consultant 110,010 shares of the Company's Common Stock as 
compensation for consulting services.  Under the terms of the Independent 
Consulting Services Agreement, Consultant has agreed to provide long-term 
financial, operational and public relations planning and services.  The Common 
Shares are fully vested at the time of issuance.

Item 2.     Registrant Information and Employee Plan Annual Information

     Plan participants may obtain, without charge, upon written or oral 
request, any of the documents incorporated by reference in Item 3 of Part II 
of this Registration Statement; these documents are incorporated by reference 
in the Section 10(a) prospectus which is a part of this Registration 
Statement.  Plan participants may also obtain, without charge, upon written or 
oral request, any other documents required to be delivered to employees 
pursuant to Rule 428(b).  All requests for documents should be directed to:  
Cyclodextrin Technologies Development, Inc., Attention: President, 3713 S.W. 
42nd Avenue, Suite 3, Gainesville, FL 32608-6581; telephone 352-375-6822.

PART II

Item 3.     Incorporation of Documents by Reference

The following documents are incorporated by reference into this Registration 
Statement, and are made a part hereof:

(a)     The Registrant's latest annual report for the year ended December 31, 
1995, on Form 10-KSB filed on or about March 30, 1996.

(b)     The Registrant's latest quarterly report for the quarter ended 
March 31, 1996, on Form 10-QSB filed on or about May 15, 1996.

(c)     All other reports filed by the registrant pursuant to Section 13(a) or 
15(d) of the Exchange Act since the end of the fiscal year covered by the Form 
10-KSB referred to in paragraph (a) above.

(d)     The descriptions of the registrant's securities which are contained in 
its registration statements filed under section 12 of the Securities Exchange 
Act of 1934, including any amendment or reports filed for the purpose of 
updating such descriptions.

All reports filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934, after the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
indicating that all of the securities offered hereby have been sold, or 
deregistering all such securities then remaining unsold, shall be deemed to be 
incorporated by reference and to be a part hereof from the date of filing of 
such documents.  Any statement contained in a document incorporated or deemed 
to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document which 
also is incorporated or deemed incorporated by reference herein modifies or 
supersedes such statement.  Any such document so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Registration Statement.

Item 4.     Description of Securities.

Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

Not Applicable.

Item 6.     Indemnification of Officers and Directors.

     The By-Laws of the Company, contain a provision under which the officers 
and directors of the Company would be indemnified to the full extent permitted 
by law. Also, Sec. 607.0850, Fla. Stat. (1995), permits indemnification against 
expenses actually and reasonably incurred by a director, officer, employee or 
agent to the extent that such person has been successful in the defense of a 
matter eligible for indemnification under the statute. Under certain 
circumstances, expenses may be paid by a corporation in advance, subject to 
repayment, unless the defendant ultimately is determined to be ineligible for 
indemnification. In addition, the statute permits a corporation to indemnify 
directors and officers against certain liabilities and to purchase and 
maintain director and officer liability and reimbursement insurance against 
liabilities, whether or not the corporation would have the power of 
indemnification against such liabilities.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.
                                                                          Page
     (4)  Instruments defining the rights of security holders,
          including indentures
          (a)  Independent Consulting Services Agreement between
               Cyclodextrin Technologies Development, Inc. 
               and Diversified Corporate Consulting Group, LLC 
               dated May 22, 1996     

     (5)  Opinion re legality     
     (15) Letter re unaudited interim financial information               None
     (24) Consents of experts and counsel
          (a)  Consent of James Moore & Co. , L.P.   
          (b)  Consent of Bruce Brashear, Esq.     

     (28) Additional exhibits                                             None
     (29) Information from reports furnished to state insurance 
          regulatory authorities                                          None

Item 9.     Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells 
securities, a post-effective amendment to this registration statement to 
include any additional or changed material information on the plan of 
distribution.

          (2) That, for the purpose of determining any liability under the 
Securities Act of 1933 treat each post-effective amendment as a new 
registration statement of the securities offered, and the offering of the 
securities at that time to be the initial bona fide offering.

          (3) File a post-effective amendment to remove any of the securities 
that remain unsold at the end of the offering.

     (b) The undersigned registrant hereby undertakes that, for the purposes 
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     (h) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "Act"), may be permitted to directors, 
officers and controlling persons of the registrant pursuant to the foregoing 
provisions, or otherwise, the registrant has been advised that in the opinion 
of the Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable.  In 
the event a claim for indemnification against such liabilities (other than the 
payment by the registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the registrant 
will, unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
the registrant certifies it has reasonable grounds to believe it meets all the 
requirements for filing on Form S-8 and has duly caused same to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of 
Gainesville, State of Florida, on the ___ day of ________________, 1996. 

                    Cyclodextrin Technologies Development, Inc.

                    By:  ___________________________________
                           C.E. Rick Strattan,
                           President and Chief Executive Officer, 
                           Chairman of the Board, 

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints C.E. Rick Strattan his true and lawful 
attorney-in-fact and agent with full power of substitution and resubstitution 
for him and in his name, place and stead, in any and all capacities, to sign 
any and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits hereto, and 
other documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done on or about the premises, as fully and for all intents 
and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities indicated, on the dates indicated.

     Signature                         Title

________________________________       Chairman of the Board, President, CEO
C. E. RICK STRATTAN

Date: __________________________