UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                  27317 NW 78th Avenue, High Springs, FL 32643
               (Address of Principal Executive Offices) (Zip Code)

                      ALAN C. FERGUSON CONSULTING AGREEMENT
                              (Full Title of Plan)

                              C. E. "RICK" STRATTAN
                              27317 NW 78th Avenue

                             High Springs, FL 32643

                                  386-454-0887

            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------
<S>                      <C>             <C>           <C>            <C>

                                Proposed Proposed

Title of                 Amount          Maximum       Maximum        Amount of
Securities               to be           Offering      Aggregate      Registration
to be                    registered(1)      Price       Offering       Fee
Registered                               Per Share     Price(2)
- -------------------------------------------------------------------------------------------------
$0.001 par value          100,000         $0.37        $37,000         $4.69
Common Stock

- -------------------------------------------------------------------------------------------------
Totals                    100,000          $0.37       $37,000         $4.69
- -------------------------------------------------------------------------------------------------

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number
of shares of the Issuer's Common Stock registered  hereunder will be adjusted in
the event of stock splits, stock dividends or similar transactions.

(2)Estimated   solely  for  the  purpose  of  calculating   the  amount  of  the
registration  fee  pursuant  to Rule  457(h),  on the  basis of the high and low
prices of the Common Stock as reported by the OTC  Electronic  Bulletin Board on
March 23, 2004.

</TABLE>

<PAGE>

PART II    INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEM 3.  Incorporation of Documents by Reference.

         The following documents, as filed by CTD Holdings, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Form S-8 by reference:

        (1) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
            December 31, 2003
..
        (2) The Company's  Quarterly Reports for nine months ended September 30,
2003.

        (3) All  reports  filed  pursuant  to  Sections  13(a)  or  15(d) of the
            Securities  Exchange Act of 1934, as amended  ("Exchange Act") since
            the end of the fiscal year  covered by the  document  referred to in
            (1) above; and

        (4)The description of the Company common stock which is contained in the
           registration  statement or amendment  to any  registration  statement
           filed under Section 12 of the Exchange  Act,  including any amendment
           or report filed for the purpose of updating the description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
     13(a)  and  15(d)  of  the  Exchange   Act,   prior  to  the  filing  of  a
     post-effective  amendment to the Registration  Statement that indicate that
     all shares of common stock offered have been sold or that deregister all of
     the shares then remaining  unsold,  shall be deemed to be  incorporated  by
     reference  in the  Registration  Statement  and to be a part of it from the
     date of filing of the documents.

ITEM 4.    Description of Securities.

           Not applicable.

ITEM 5.    Interests of Named Experts and Counsel.

           Not applicable

ITEM 6     Indemnification of Directors and Officers.

Section 145 of the Delaware  General  Corporation  Law  ("Section  145") permits
indemnification  of directors,  officers,  agents and  controlling  persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened  to be made a part to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such  person is or was a  director,  officer or agent of
the  corporation  or  another  enterprise  if  serving  at a the  request of the
corporation.  Depending on the character of the  proceeding,  a corporation  may
indemnify against expenses  (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner the person  reasonably  believed to be in or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.  In the case of an action by or in the  right of the  corporation,  no
indemnification  may be made with  respect to any claim,  tissue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the court of  chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability  such person is fairly and  reasonable  entitled to indemnity for such
expenses that the court shall deem proper.  Section 145 further provides that to
the extent a director or officer of a  corporation  has been  successful  in the
defense of any action, suit or proceeding referred to above or in defense or any
claim,  issue or  matter  therein,  such  person  shall be  indemnified  against
expenses  (including  attorneys'  fees) actually or reasonably  incurred by such
person in connection therewith.

ITEM 7.   Exemption from Registration Claimed.

          Not Applicable

ITEM 8.   Exhibits.

         The following is a list of exhibits filed as part of this  Registration
         Statement.

Exhibit No.                       Description

4.1(1)      Common Stock Specimen
5.1(2)      Opinion Regarding Legality
10.1(2)     Alan C. Ferguson Consulting Agreement

23.1(2)     Opinion of Brashear & Assoc., P.L. (included in Exhibit 5.1)
23.2(2)     Consent of James Moore & Co., P.L., independent public accountants

(1)Filed previously.
(2)Filed with this Form S-8.

ITEM 9.    Undertakings.

(a)        The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to the registration statement: (i) To include
          any prospectus  required by Section 10 (a)(3) of the securities Act of
          1933;  (ii) To reflect in the  prospectus  any facts or events arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  wold not exceed  that which was
          registered)  and  any  deviation  from  the  low  or  high  and of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change of the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration  statement;  and (iii)to include any material information
          with respect to the plan of distribution  not previously  disclosed in
          the registration  statement or and material change to such information
          in the registration statement.

          Provided,  however that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) do not
          apply if the  registration  statement  is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is contained in periodic  reports  filed with or
          furnished to the Commission by the  registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in this Registration Statement.

      (2) That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment 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.

      (3) To remove from registration by means of a post-effective amendment any
          of  the  securities   being  registered  that  remain  unsold  at  the
          termination of the offering.

(b) The  undersigned  Registrant  hereby  undertakes  that,  for the  purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
Company'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 Exchange
Act) that is incorporated by reference in this  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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  provisions  described in Item 6 above,  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
Securities Act and is, therefore,  unenforceable.  In the event that 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  in 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  Securities
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 that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in High Springs, Florida, on 25th day of March, 2004.

CTD HOLDINGS, INC.



BY:  /s/C. E. "Rick" Strattan

-----------------------------------
C. E. "Rick" Strattan
Chief Executive Officer
Chief Financial Officer
Director

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

Signature                         Title                                Date



By: /s/ C.E. "Rick" Strattan

----------------------------------
C.E. "Rick" Strattan           Chief Executive Officer           March 25, 2004
                             Chief Financial Officer

                               Director

By: /s/ George L. Fails

----------------------------------
George L. Fails                Director                           March 25, 2004
[{"type": "S-8", "sequence": "1", "filename": "ctds8ferguson.txt", "description": "CTDH FERGUSON S-8", "secsgml_size_bytes": 13143}]
{"company-data": {"conformed-name": "CTD HOLDINGS 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": "333-113958", "film-number": "04692476"}, "business-address": {"street1": "27317 NW 78 AVENUE", "street2": "N/A", "city": "HIGH SPRINGS", "state": "FL", "zip": "32643", "phone": "3864540887"}, "former-company": {"former-conformed-name": "CYCLODEXTRIN TECHNOLOGIES DEVELOPMENT INC", "date-changed": "19941012"}}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                  27317 NW 78th Avenue, High Springs, FL 32643
               (Address of Principal Executive Offices) (Zip Code)

                      ALAN C. FERGUSON CONSULTING AGREEMENT
                              (Full Title of Plan)

                              C. E. "RICK" STRATTAN
                              27317 NW 78th Avenue

                             High Springs, FL 32643

                                  386-454-0887

            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------
Proposed Proposed

Title of                 Amount          Maximum       Maximum        Amount of
Securities               to be           Offering      Aggregate      Registration
to be                    registered(1)      Price       Offering       Fee
Registered                               Per Share     Price(2)
- -------------------------------------------------------------------------------------------------
$0.001 par value          100,000         $0.37        $37,000         $4.69
Common Stock

- -------------------------------------------------------------------------------------------------
Totals                    100,000          $0.37       $37,000         $4.69
- -------------------------------------------------------------------------------------------------

(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number
of shares of the Issuer's Common Stock registered  hereunder will be adjusted in
the event of stock splits, stock dividends or similar transactions.

(2)Estimated   solely  for  the  purpose  of  calculating   the  amount  of  the
registration  fee  pursuant  to Rule  457(h),  on the  basis of the high and low
prices of the Common Stock as reported by the OTC  Electronic  Bulletin Board on
March 23, 2004.
PART II    INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  Incorporation of Documents by Reference.

         The following documents, as filed by CTD Holdings, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission"), are incorporated
in this Form S-8 by reference:

        (1) The  Company's  Annual  Report on Form  10-KSB  for the year  ended
            December 31, 2003
..
        (2) The Company's  Quarterly Reports for nine months ended September 30,
2003.

        (3) All  reports  filed  pursuant  to  Sections  13(a)  or  15(d) of the
            Securities  Exchange Act of 1934, as amended  ("Exchange Act") since
            the end of the fiscal year  covered by the  document  referred to in
            (1) above; and

        (4)The description of the Company common stock which is contained in the
           registration  statement or amendment  to any  registration  statement
           filed under Section 12 of the Exchange  Act,  including any amendment
           or report filed for the purpose of updating the description.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
     13(a)  and  15(d)  of  the  Exchange   Act,   prior  to  the  filing  of  a
     post-effective  amendment to the Registration  Statement that indicate that
     all shares of common stock offered have been sold or that deregister all of
     the shares then remaining  unsold,  shall be deemed to be  incorporated  by
     reference  in the  Registration  Statement  and to be a part of it from the
     date of filing of the documents.

ITEM 4.    Description of Securities.

           Not applicable.

ITEM 5.    Interests of Named Experts and Counsel.

           Not applicable

ITEM 6     Indemnification of Directors and Officers.

Section 145 of the Delaware  General  Corporation  Law  ("Section  145") permits
indemnification  of directors,  officers,  agents and  controlling  persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a  corporation  to indemnify any person who was or is a party or is
threatened  to be made a part to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such  person is or was a  director,  officer or agent of
the  corporation  or  another  enterprise  if  serving  at a the  request of the
corporation.  Depending on the character of the  proceeding,  a corporation  may
indemnify against expenses  (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
such action,  suit or proceeding if the person  indemnified  acted in good faith
and in a manner the person  reasonably  believed to be in or not opposed to, the
best interests of the  corporation,  and, with respect to any criminal action or
proceeding,  had no  reasonable  cause to  believe  such  person's  conduct  was
unlawful.  In the case of an action by or in the  right of the  corporation,  no
indemnification  may be made with  respect to any claim,  tissue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the court of  chancery or the court in which
such action or suit was brought shall determine that despite the adjudication of
liability  such person is fairly and  reasonable  entitled to indemnity for such
expenses that the court shall deem proper.  Section 145 further provides that to
the extent a director or officer of a  corporation  has been  successful  in the
defense of any action, suit or proceeding referred to above or in defense or any
claim,  issue or  matter  therein,  such  person  shall be  indemnified  against
expenses  (including  attorneys'  fees) actually or reasonably  incurred by such
person in connection therewith.

ITEM 7.   Exemption from Registration Claimed.

          Not Applicable

ITEM 8.   Exhibits.

         The following is a list of exhibits filed as part of this  Registration
         Statement.

Exhibit No.                       Description

4.1(1)      Common Stock Specimen
5.1(2)      Opinion Regarding Legality
10.1(2)     Alan C. Ferguson Consulting Agreement

23.1(2)     Opinion of Brashear & Assoc., P.L. (included in Exhibit 5.1)
23.2(2)     Consent of James Moore & Co., P.L., independent public accountants

(1)Filed previously.
(2)Filed with this Form S-8.

ITEM 9.    Undertakings.

(a)        The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to the registration statement: (i) To include
          any prospectus  required by Section 10 (a)(3) of the securities Act of
          1933;  (ii) To reflect in the  prospectus  any facts or events arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  Registration  Statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  wold not exceed  that which was
          registered)  and  any  deviation  from  the  low  or  high  and of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change of the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration  statement;  and (iii)to include any material information
          with respect to the plan of distribution  not previously  disclosed in
          the registration  statement or and material change to such information
          in the registration statement.

          Provided,  however that  paragraphs  (a)(1)(i)  and  (a)(1)(ii) do not
          apply if the  registration  statement  is on Form S-3 or Form S-8, and
          the information required to be included in a post-effective  amendment
          by those  paragraphs  is contained in periodic  reports  filed with or
          furnished to the Commission by the  registrant  pursuant to Section 13
          or  Section  15(d)  of the  Exchange  Act  that  are  incorporated  by
          reference in this Registration Statement.

      (2) That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment 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.

      (3) To remove from registration by means of a post-effective amendment any
          of  the  securities   being  registered  that  remain  unsold  at  the
          termination of the offering.

(b) The  undersigned  Registrant  hereby  undertakes  that,  for the  purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
Company'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 Exchange
Act) that is incorporated by reference in this  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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant  provisions  described in Item 6 above,  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
Securities Act and is, therefore,  unenforceable.  In the event that 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  in 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  Securities
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 that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in High Springs, Florida, on 25th day of March, 2004.

CTD HOLDINGS, INC.

BY:  /s/C. E. "Rick" Strattan

-----------------------------------
C. E. "Rick" Strattan
Chief Executive Officer
Chief Financial Officer
Director

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

Signature                         Title                                Date

By: /s/ C.E. "Rick" Strattan

----------------------------------
C.E. "Rick" Strattan           Chief Executive Officer           March 25, 2004
                             Chief Financial Officer

                               Director

By: /s/ George L. Fails

----------------------------------
George L. Fails                Director                           March 25, 2004